UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41047

CHAIN BRIDGE I

(Exact name of registrant as specified in its charter)

Cayman Islands

95-1578955

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification Number)

330 Primrose Road, Suite 500

Burlingame, California

94010

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (202) 656-4257

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share, and one-half of one redeemable Warrant to acquire one Class A ordinary share	CBRGU	The Nasdaq Global Market
Class A ordinary shares, par value $0.0001 per share	CBRG	The Nasdaq Global Market
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CBRGW	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 11, 2023, there are 523,550 units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant, 22,476,450 Class A ordinary shares, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, and 21,788,225 warrants of the company issued and outstanding.

Table of Contents

CHAIN BRIDGE I

Form 10-Q

For the Quarter Ended March 31, 2023

Table of Contents

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Interim Financial Statements

	Condensed Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022	1

	Unaudited Condensed Interim Statements of Operations for the three months ended March 31, 2023 and 2022	2

	Unaudited Condensed Interim Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 and 2022	3

	Unaudited Condensed Interim Statements of Cash Flows for the three months ended March 31, 2023 and 2022	4

	Notes to Unaudited Condensed Interim Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Interim Financial Statements

CHAIN BRIDGE I

CONDENSED BALANCE SHEETS


	March 31, 2023		December 31, 2022
	(unaudited)
Assets
Current assets:
Cash	$	250,200	$	116,320
Prepaid expenses		286,667		322,292
Total current assets		536,867		438,612
Investments held in Trust Account		240,409,431		237,796,114
Total Assets	$	240,946,298	$	238,234,726

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	64,668	$	27,056
Accrued expenses		—		5,433
Total current liabilities		64,668		32,489
Convertible note - related party		1,752,506		1,431,546
Derivative liabilities		2,097,532		2,547,235
Deferred legal fees		267,420		267,420
Total Liabilities		4,182,126		4,278,690

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption; $0.0001 par value; 23,000,000 shares at redemption value of $10.448 and $10.335 per share at March 31, 2023 and December 31, 2022, respectively		240,309,431		237,696,114

Shareholders’ deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; no non-redeemable shares issued or outstanding		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding		575		575
Additional paid-in capital		—		—
Accumulated deficit		(3,545,834)		(3,740,653)
Total shareholders’ deficit		(3,545,259)		(3,740,078)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	240,946,298	$	238,234,726

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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CHAIN BRIDGE I

UNAUDITED CONDENSED INTERIM STATEMENTS OF OPERATIONS




	For the three months ended March 31,
	2023		2022
General and administrative expenses	$	234,924	$	325,932
General and administrative expenses - related party		90,000		60,000
Loss from operations		(324,924)		(385,932)
Other income (expense):
Change in fair value of derivative liabilities		449,703		2,783,530
Change in fair value of convertible note – related party		70,040		(4,208)
Income from investments held in Trust Account		2,613,317		78,539
Total other income, net		3,133,060		2,857,861
Net income	$	2,808,136	$	2,471,929

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		23,000,000		23,000,000
Basic and diluted net income per share, Class A ordinary shares	$	0.10	$	0.09
Weighted average shares outstanding of Class B ordinary shares, basic and diluted		5,750,000		5,750,000
Basic and diluted net income per share, Class B ordinary shares	$	0.10	$	0.09

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

Table of Contents

CHAIN BRIDGE I

UNAUDITED CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2022	—	$	—	5,750,000	$	575	$	—	$	(3,740,653)	$	(3,740,078)
Net income	—		—	—		—		—		2,808,136		2,808,136
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(2,613,317)		(2,613,317)
Balance - March 31, 2023 (unaudited)	—	$	—	5,750,000	$	575	$	—	$	(3,545,834)	$	(3,545,259)

FOR THE THREE MONTHS ENDED MARCH 31, 2022


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2021	—	$	—	5,750,000	$	575	$	—	$	(11,353,029)	$	(11,352,454)
Net income	—		—	—		—		—		2,471,929		2,471,929
Balance - March 31, 2022 (unaudited)	—	$	—	5,750,000	$	575	$	—	$	(8,881,100)	$	(8,880,525)

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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CHAIN BRIDGE I

UNAUDITED CONDENSED INTERIM STATEMENTS OF CASH FLOWS


	For the three		For the three
	months ended		months ended
	March 31, 2023		March 31, 2022
Cash Flows from Operating Activities:
Net income	$	2,808,136	$	2,471,929
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative liabilities		(449,703)		(2,783,530)
Change in fair value of convertible note - related party		(70,040)		4,208
Income from investments held in Trust Account		(2,613,317)		(78,539)
Changes in operating assets and liabilities:
Prepaid expenses		35,625		137,719
Accounts payable		37,612		70,911
Accrued expenses		(5,433)		23,373
Net cash used in operating activities		(257,120)		(153,929)

Cash Flows from Financing Activities:
Proceeds from convertible note - related party		391,000		—
Net cash provided by financing activities		391,000		—

Net change in cash		133,880		(153,929)

Cash — beginning of the period		116,320		740,639
Cash — end of the period	$	250,200	$	586,710

Supplemental disclosure of noncash financing activities:
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption	$	2,613,317	$	—

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

Table of Contents

SEC Form 10-Q filed by Chain Bridge I