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~~June 3130, 2025

☐ 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)

8 The Green # 17538, Dover, DE		19901
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (302) 597-7438

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:
Class A ordinary shares, par value $0.0001 per share		CBRRF		OTC Markets Group OTCQB Tier

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 ~~July~~of 11August 12, 2025, there were 29,707 units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant, 3,014,736 Class A ordinary shares, including the Class A ordinary shares including in the Company’s outstanding units, 3,191,000 Class B ordinary shares, par value $0.0001 per share, and 22,035,138 warrants of the company issued and outstanding.

CHAIN BRIDGE I

Form 10-Q

For the Quarter Ended ~~March~~ 31June 30, 2025

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Interim Financial Statements	1
	Condensed Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	1
	Condensed Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	1
	Unaudited Condensed Statements of Operations for the three months ended March 31, 2025 and 2024	2
	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2025 and 2024	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2025 and 2024	3
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2025 and 2024	3
	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024	4
	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2025 and 2024	4
	Notes to Unaudited Condensed Interim Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39

PART I. FINANCIAL INFORMATION

Item 1. Condensed Interim Financial Statements

CHAIN BRIDGE I

CONDENSED BALANCE SHEETS

	March 31,			December 31,
	June 30,			December 31,
	2025			2024
	(unaudited)
Assets
Current assets:
Cash	$	172,~~565~~856		$	129,598
Prepaid expenses		195,~~730~~200			28,000
Total current assets		378,~~295~~056			157,598
Investments held in Trust Account		5,~~354~~423,~~147~~696			5,285,060
Total Assets	$	5,~~391~~431,~~442~~752		$	5,442,658
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	~~436~~407,~~756~~719		$	341,262
Accrued expenses		~~596~~677,~~584~~359			580,531
Accrued expenses – related party		~~150~~180,000			120,000
Total current liabilities		1,~~183~~265,~~340~~078			1,041,793
Exchange Note – related party		~~296~~491,~~942~~248			296,942
Bridge Financing Note		1,023,235			1,063,235
Derivative liabilities		~~275~~33,~~630~~080			88,200
Contingently issuable private placement warrants		141,~~375~~725			4,600
Total Liabilities		2,~~793~~814,~~522~~366			2,494,770
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption; $0.0001 par value; 455,736 shares at redemption value of approximately $11.748 and $11.377 per share at March 31, 2025 and December 31, 2024, respectively		5,354,147			5,185,060
Class A ordinary shares subject to possible redemption; $0.0001 par value; 455,736 shares at redemption value of approximately $11.90 and $11.377 per share at June 30, 2025 and December 31, 2024, respectively		5,423,696			5,185,060
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; 2,559,000 non-redeemable shares issued or outstanding as of March 31, 2025 and December 31, 2024, respectively		256			256
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 2,559,000 non-redeemable shares issued or outstanding as of June 30, 2025 and December 31, 2024, respectively		256			256
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,191,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		319			319
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,191,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		319			319
Additional paid-in capital		—			129,497
Accumulated deficit		(2,~~756~~806,~~802~~885	)		(2,367,244	)
Total shareholders’ deficit		(2,~~756~~806,~~227~~310	)		(2,237,172	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	5,~~391~~431,~~442~~752		$	5,442,658

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

CHAIN BRIDGE I

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended						For the Six Months Ended
	March 31,
	June 30,						June 30,
	2025			2024			2025			2024
General and administrative expenses	$	~~191~~275,~~850~~283		$	~~510~~563,~~056~~365		$	467,133		$	1,073,421
General and administrative expenses - related party		30,000			30,000			60,000			60,000
Loss from operations		(~~221~~305,~~850~~283	)		(~~540~~593,~~056~~365	)		(527,133	)		(1,133,421	)
Other expense:
Other income (expense):
Change in fair value of derivative liabilities		~~(187~~242,~~430~~550	)		~~(990,040~~—	)		55,120			(990,040	)
Change in fair value of contingently issuable private placement warrants		(912,~~775~~650	)		~~(51,635~~—	)		2,875			(51,635	)
Income from investments held in Trust Account		55,~~415~~876			~~343~~145,~~520~~729			111,291			489,249
Net loss	$	(363,640	)	$	(1,238,211	)
Total other income (expense), net		311,076			145,729			169,286			(552,426	)
Weighted average shares outstanding of redeemable shares, basic and diluted		455,736			2,354,305
Net income (loss)	$	5,793		$	(447,636	)	$	(357,847	)	$	(1,685,847	)
Basic and diluted net loss per share, redeemable shares	$	(0.06	)	$	(0.15	)
Weighted average shares outstanding of redeemable shares, basic and diluted		455,736			1,006,683			455,736			1,680,494
Weighted average shares outstanding of nonredeemable shares, basic and diluted		5,750,000			5,750,000
Basic and diluted net income (loss) per share, redeemable shares	$	0.00		$	(0.07	)	$	(0.06	)	$	(0.23	)
Basic and diluted net loss per share, nonredeemable shares	$	(0.06	)	$	(0.15	)
Weighted average shares outstanding of nonredeemable shares, basic and diluted		5,750,000			5,750,000			5,750,000			5,750,000
Basic and diluted net income (loss) per share, nonredeemable shares	$	0.00		$	(0.07	)	$	(0.06	)	$	(0.23	)

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

CHAIN BRIDGE I

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025

	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance - December 31, 2024		2,559,000	$	256		3,191,000	$	319	$	129,497		$	(2,367,244	)	$	(2,237,172	)
Net loss		—		—		—		—		—			(363,640	)		(363,640	)
Waiver of $100,000 dissolution expense pursuant to Dissolution Expense Reimbursement Agreement		—		—		—		—		(100,000	)		—			(100,000	)
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		(29,497	)		(25,918	)		(55,415	)
Balance - March 31, 2025 (unaudited)		2,559,000	$	256		3,191,000	$	319	$	—		$	(2,756,802	)	$	(2,756,227	)
Net income		—		—		—		—		—			5,793			5,793
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—			(55,876	)		(55,876	)
Balance – June 30, 2025 (unaudited)		2,559,000	$	256		3,191,000	$	319	$	—		$	(2,806,885	)	$	(2,806,310	)

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024

	Ordinary Shares										Additional						Total
	Class A				Class B						Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance - December 31, 2023		—	$	—		5,750,000		$	575		$	863,326		$	(943,675	)	$	(79,774	)
Net loss		—		—		—			—			—			(1,238,211	)		(1,238,211	)
Conversion of Class B ordinary shares to Class A ordinary shares		2,559,000		256		(2,559,000	)		(256	)		—			—			—
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—			—			(343,520	)		—			(343,520	)
Balance - March 31, 2024 (unaudited)		2,559,000	$	256		3,191,000		$	319		$	519,806		$	(2,181,886	)	$	(1,661,505	)
Net loss		—		—		—			—			—			(447,636	)		(447,636	)
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—			—			(145,729	)		—			(145,729	)
Balance - June 30, 2024 (unaudited)		2,559,000	$	256		3,191,000		$	319		$	374,077		$	(2,629,522	)	$	(2,254,870	)

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

CHAIN BRIDGE I

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the Three Months Ended
	For the Six Months Ended
	March 31,
	June 30,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(~~363~~357,~~640~~847	)	$	(1,~~238~~685,~~211~~847	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		~~187~~(55,~~430~~120	)		990,040
Change in fair value of contingently issuable private placement warrants		9(2,~~775~~875	)		51,635
Income from investments held in Trust Account		(55111,~~415~~291	)		(~~343~~489,~~520~~249	)
Changes in operating assets and liabilities:
Prepaid expenses		822,~~270~~800			(4258,~~685~~185	)
Accounts payable		9573,~~494~~957			~~258~~336,~~260~~986
Accrued expenses		46156,~~053~~828			~~175~~556,~~379~~047
Net cash used in operating activities		(72273,~~033~~548	)		(~~149~~298,~~102~~573	)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account in connection with redemption		—			34,530,235
Cash deposited in Trust Account		(1327,~~672~~344	)		(2232,500	)
Net cash (used in) provided by investing activities		(1327,~~672~~344	)		34,~~507~~497,735
Cash Flows from Financing Activities:
Proceeds received from Sponsor for Trust Account contribution		1327,~~672~~344			2232,500
Proceeds from Fulton AC Note		—			150,319
Repayment of bridge financing note		(40,000	)		—
Proceeds from convertible note – related party		186,806			—
Proceeds from Fulton AC Note		—			296,942
Redemption of Class A ordinary shares		—			(34,530,235	)
Net cash used in financing activities		(26,328	)		(34,357,416	)
Net cash provided by (used in) financing activities		174,150			(34,200,793	)
Net change in cash		(~~112~~126,~~033~~742	)		(1,~~217~~631	)
Cash — beginning of the period		129,598			3,898
Cash — end of the period	$	172,~~565~~856		$	52,~~115~~267
Supplemental schedule of noncash financing activities:
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption	$	55,415		$	343,520
Vendor payment made by exchange note holder	$	7,500		$	—
Waiver of $100,000 dissolution expense pursuant to Dissolution Expense Reimbursement Agreement	$	100,000		$	—
Waiver of dissolution expense pursuant to Dissolution Expense Reimbursement Agreement	$	100,000		$	—
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption	$	111,291		$	489,249

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

CHAIN BRIDGE I

NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

Chain Bridge I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 21, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

All activity for the period from January 21, 2021 (inception) through ~~March~~June 3130, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since the closing of the Initial Public Offering, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected a December 31st fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on November 9, 2021. On November 15, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $5.7 million, of which approximately $254,000 was for offering costs allocated to derivative warrant liabilities.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,550,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to Chain Bridge Group (“CBG”) and CB Co-Investment LLC (“CB Co-Investment”), generating proceeds of approximately $10.6 million (Note 4).

In addition, upon closing of the Initial Public Offering, CB Co-Investment loaned the Company $1,150 thousand at no interest (the “CB Co-Investment Loan”). On November 16, 2022, CBG agreed to loan the Company up to $1,200 thousand pursuant to an unsecured non-interest bearing convertible promissory note (“Additional Convertible Note”). Such Additional Convertible Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account (as defined below) to do so. Such Additional Convertible Note would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion of CBG, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. The Additional Convertible Note was terminated on December 29, 2023.

Upon the closing of the Initial Public Offering, $234.6 million ($10.20 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering, certain of the proceeds of the Private Placement and the proceeds from the convertible promissory note issued to CB Co-Investment, were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

On October 13, 2022, the Company approved an agreement to grant 30,000 restricted stock units (“RSUs”) to David G. Brown, then a member of the Board of Directors, upon satisfaction of certain circumstances, including the consummation of the Business Combination and shareholder approval of an incentive plan pursuant to which such RSUs will be issued. Such RSU grant agreement terminated effective December 29, 2023 upon Mr. Brown’s resignation from the Board. (see Note 6).On May 10, 2023, the Company, CBG, and CB Co-Investment entered into non-redemption agreements with several unaffiliated third parties in exchange for such third parties agreeing not to redeem an aggregate of 4,000,000 ordinary shares of the Company sold in its Initial Public Offering at an extraordinary general meeting of its shareholders held on May 12, 2023 (the “Special Meeting”). In exchange for the foregoing commitments not to redeem such shares, CBG and CB Co-Investment, as applicable, agreed to transfer to such third parties an aggregate of 1,000,000 ordinary shares of the Company held by CBG or CB Co-Investment, as applicable, plus up to an additional aggregate of 500,000 ordinary shares of the Company held by CBG or CB Co-Investment, as applicable, with such number of additional ordinary shares of the Company to be determined based upon the date of the consummation of the Company’s initial Business Combination. Such transfer of ordinary shares of the Company shall be effected immediately following the consummation of the Company’s initial Business Combination if such third party or third parties continued to hold such shares through the Special Meeting. In connection with such shareholder vote, the holders of an aggregate of 18,848,866 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $197,854,025 in cash held in the Trust Account.

At the Special Meeting, the shareholders of the Company approved the amendment to the Company’s amended and restated memorandum and articles of incorporation (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), which extended the date to consummate a Business Combination from May 15, 2023 to November 15, 2023, and allowed the board of directors of the Company (the “Board”), without another shareholder vote, to elect to further extend the date to consummate a Business Combination after November 15, 2023 up to three times, by an additional month each time, up to February 15, 2024. In November and December 2023, the Company’s Board elected to extend the date through December 15, 2023 and January 15, 2024, respectively.

On June 13, 2023, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that since the Company’s aggregate market value of its outstanding warrants was less than $1 million, the Company was no longer in compliance with the Nasdaq Global Market continued listing criteria set forth in Listing Rule 5452(b)(C), which requires the Company to maintain an aggregate market value of its outstanding warrants of at least $1 million (the “Warrant Notice”). The Warrant Notice additionally indicates that the Company, pursuant to the Listing Rules, had until July 28, 2023 to submit a plan to regain compliance. The Company did not submit to Nasdaq such a plan to regain compliance. Effective September 8, 2023, the Company’s warrants ceased trading on the Nasdaq Global Market.

On June 14, 2023, the Board approved an agreement to grant of 30,000 RSUs to Roger Lazarus as compensation for services provided to the Company, upon satisfaction of certain circumstances. Such RSUs will be granted to Mr. Lazarus upon consummation of a Business Combination and shareholder approval of an incentive plan pursuant to which such RSUs will be issued, subject to the 2023 RSU Letter Agreement (as defined below). Such RSU grant agreement terminated effective April 1, 2024 upon Mr. Lazarus’ resignation as Chief Financial Officer of the Company. (see Note 6).

Effective as of December 4, 2023, the Company’s Class A ordinary shares and Units ceased trading on the Nasdaq Global Market and commenced trading on the Nasdaq Capital Market.

On December 29, 2023 (the “Closing Date”), the Company, CBG, CB Co-Investment and Fulton AC I LLC (“Fulton AC”), consummated the transactions contemplated by that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated December 8, 2023, pursuant to which Fulton AC acquired from the CBG and CB Co-Investment an aggregate of (i) 3,035,000 Class B ordinary shares and (ii) warrants to purchase 7,385,000 Class A ordinary shares exercisable 30 days after the consummation of the Company’s initial Business Combination.

As of the Closing Date, and in connection with the consummation of the transactions contemplated by the Securities Purchase Agreement:

(1) CB Co-Investment irrevocably agreed to convert the $1.15 million CB Co-Investment loan into contingently issuable Private Placement Warrants (as contemplated and defined in that certain Warrant Agreement, dated November 9, 2021 by and between the Company and our transfer agent (the “Warrant Agreement”)), upon consummation of the Company’s initial Business Combination. Pursuant to its terms, if we do not consummate an initial Business Combination, the CB Co-Investment Loan will not be repaid, and 805,000, 273,431 and 71,569 of the contingently issuable Private Placement Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively. All other existing indebtedness of the Company was terminated as of the Closing Date (see Note 5).

(2) CBG, CB Co-Investment and Mr. Lazarus, our then Chief Financial Officer, entered into voting agreements (the “Voting Agreements”) pursuant to which they agreed to vote all of the voting securities of the Company that each of them is entitled to vote as of the date thereof or thereafter in favor of the Amendment Proposal (as defined below). Class A ordinary shares issued upon conversion of Class B ordinary shares will not be entitled to receive funds from the Trust Account through redemptions or otherwise. Pursuant to the Voting Agreements, each of CBG, CB Co-Investment and Mr. Lazarus have also agreed to irrevocably exercise such right to convert all of their Class B ordinary shares immediately upon such approval.

(3) Fulton AC, CBG, CB Co-Investment and certain individuals entered into an amendment (the “Letter Agreement Amendment”) to that certain letter agreement, dated November 9, 2021, by and among CBG, CB Co-Investment and certain individuals (the “Letter Agreement”), pursuant to which Fulton AC agreed to become a party to the Letter Agreement and be bound by, and subject to, all of the terms and conditions of the Letter Agreement and agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective partner business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Fulton AC will not be responsible to the extent of any liability for such third party claims.

(4) That certain services agreement, dated November 9, 2021, by and between the Company and CBG pursuant to which CBG provided office space, administrative and support services, was terminated.

(5) The Company and Franklin Strategic Series – Franklin Growth Opportunities Fund (“Franklin”) entered into a Letter Agreement terminating that certain Forward Purchase Agreement, dated November 1, 2021, by and between the Company and Franklin (the “Forward Purchase Agreement”).

(6) Additionally, CBG irrevocably agreed to terminate all outstanding loans to the Company, which included the Additional Convertible Note.

On December 29, 2023, Fulton AC agreed to loan the Company up to $1.5 million pursuant to an unsecured non-interest bearing convertible promissory note (the “Fulton AC Note”) at no interest in the same form and on the same terms as the Additional Convertible Note. The Fulton AC Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. The Fulton AC Note will either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion Fulton AC, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. Fulton AC also entered into a Services Agreement with the Company on December 29, 2023 (the “Fulton Services Agreement”) pursuant to which the Company will pay Fulton AC up to $30,000 per month for the cost of the of the use of the Company’s office space, administrative and support services. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees.

On May 9, 2024, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Fulton AC, pursuant to which Fulton AC and the Company agreed to exchange (the “Exchange”) the Fulton AC Note for a new unsecured non - interest bearing convertible promissory note (the “Exchange Note”). The Exchange Note is substantially similar to the Fulton AC Note, except that (i) the governing law and jurisdiction was changed from New York to Delaware; (ii) the maturity date was extended to the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial business combination; and (iii) the holder may exchange the Exchange Note, in whole or in part, to satisfy the purchase price of securities sold by the Company in a subsequent offering, if any, in whole or in part, at a premium of 35%. No new consideration was paid in conjunction with the Exchange.

Effective as of the Closing Date, all of the Company’s officers, other than the Chief Financial Officer, and the entirety of the Board resigned. Further, the size of the Board was decreased from five to four members. Prior to resigning, the Board appointed Andrew Cohen, Daniel Wainstein, Lewis Silberman and Paul Baron to fill the Board vacancies and appointed Mr. Cohen as Chief Executive Officer of the Company. Mr. Lazarus, the Company’s Chief Financial Officer continued to serve as the Chief Financial Officer of the Company until his resignation on April 1, 2024. The Board appointed Andrew Kucharchuk as Chief Financial Officer of the Company, effective April 1, 2024.

On December 29, 2023, the Company entered into letter agreements with each Mr. Silberman, Mr. Baron and Mr. Lazarus, pursuant to which, among other things, the Company agreed to grant each of them 50,000, 50,000 and 70,000 RSUs of the Company, respectively, subject to the terms and conditions set forth therein, including consummation of a Business Combination and shareholder approval of an incentive plan pursuant to which such RSUs will be issued (each, a “RSU Award Letter”). The RSU Award Letter issued to Mr. Lazarus terminated effective upon his resignation on April 1, 2024. As discussed in Note 6 below, on February 21, 2024, the Board of Directors appointed Oliver Wiener as a director and agreed to grant Mr. Wiener 50,000 RSUs, to be issued after the consummation of an initial Business Combination and approval of an equity incentive plan by the Company’s shareholders, subject to the terms and conditions set forth therein.

On January 15, 2024, the Board approved extending the Company’s business operations for an additional month, until February 15, 2024, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association.

On February 7, 2024, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the shareholders approved a proposal (the “Amendment Proposal”) to amend and restate, by way of a special resolution, the Company’s Amended and Restated Memorandum and Articles of Association (as amended, the “Second Amended and Restated Memorandum and Articles of Association”), to

(1) extend from February 15, 2024 (the “Existing Termination Date”) to November 15, 2024 (the “Extended Termination Date”), the date (the “Termination Date”) by which, if the Company has not consummated a Business Combination, the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem Public Shares; and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law;

(2) provide for the right of the holders of our Class B ordinary shares, par value $0.0001 per share, to convert such shares into shares of our Class A ordinary shares, par value $0.0001 per share, on a one-to-one basis at the election of such holders. Class A ordinary shares issued upon conversion of Class B ordinary shares will not be entitled to receive funds from the Trust Account through redemptions or otherwise; and

(3) to remove a statement that there are no limits on the number of ordinary shares which may be issued by the Company and to clarify that the Company may, but is not required to, issue certificates to evidence ownership of ordinary shares of the Company.

In connection with the Meeting, the holders of an aggregate of 3,144,451 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $34,530,~~234.77~~235 in cash held in the Trust Account.

Additionally, pursuant to Fulton AC’s agreement to contribute to the Trust Account an amount of funds determined by reference to the number of shares not redeemed in connection with the approval of the Amendment Proposal, Fulton AC contributed to the Trust Account $22,500 on February 16, 2024 and will contribute $5,000 per month on the 16th of each calendar month, commencing on May 16, 2024, until the earliest to occur of the Extended Termination Date, the consummation of the Business Combination or the winding up of the Company.

Pursuant to those certain Voting Agreements, dated December 29, 2023, entered into by each of CBG and CB Co-Investment, effective upon our adoption of the Second Amended and Restated Memorandum and Articles of Association, CBG and CB Co-Investment exercised their right to convert all of their Class B ordinary shares (an aggregate of 2,559,000 Class B ordinary shares) on a one-for-one basis into an aggregate of 2,559,000 Class A ordinary shares, which are not entitled to receive funds from the Trust Account through redemptions or otherwise.

After the redemptions and conversions discussed above, 3,565,683 shares of Class A ordinary shares are outstanding, including Class A ordinary shares included in our units, and 3,191,000 shares of Class B ordinary shares are outstanding.

On November 14, 2024, the Company held an extraordinary general meeting of its shareholders (the “General Meeting”) at which the shareholders voted to amend and restate, by way of a special resolution, the Company’s 2nd amended and restated memorandum and articles of association, to extend from November 15, 2024 to November 15, 2025, the date by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities, the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A ordinary shares sold in the Company’s initial public offering; and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law (the “Amendment Proposal”).

In connection with the General Meeting, the holders of an aggregate of 550,947 Class A Shares of the Company exercised their right to redeem their shares for an aggregate of approximately $6,336,383 in cash held in the Trust Account.

Additionally, pursuant to Fulton AC’s previously disclosed agreement to contribute to the Trust Account an amount of funds determined by reference to the number of shares not redeemed in connection with the approval of the Amendment Proposal, Fulton AC contributed to the Trust $4,557 on November 16, 2024 and will contribute to the Trust $4,557 per month on the 16th of each calendar month, commencing on December 16, 2024, until the earliest to occur of the Extended Termination Date, the consummation of the Business Combination or the winding up of the Company.

After the redemptions discussed above, 3,014,736 shares of Class A Ordinary Shares are outstanding, including Class A Ordinary Shares included in 29,707 of the Company’s outstanding units, and 3,191,000 shares of Class B Ordinary Shares are outstanding.

On April 1, 2024, Mr. Lazarus, the Chief Financial Officer of the Company notified the Board of his resignation, effective immediately. Mr. Lazarus served as an advisor to the Company through the end of April 2024 to ensure a smooth transition. Andrew Kucharchuk, succeeded Mr. Lazarus as the Company’s Chief Financial Officer, effective April 1, 2024. As consideration for Mr. Lazarus serving as an advisor through the end of April 2024, the Company entered into a letter agreement with Mr. Lazarus, dated April 18, 2024, pursuant to which, among other things, the Company agreed to grant him 30,000 RSUs in the target company, subject to the terms and conditions set forth therein, including consummation of the Business Combination.

Mr. Kucharchuk will be compensated pursuant to a consulting agreement by and between Mr. Kucharchuk and Fulton AC. Pursuant to such consulting agreement, Mr. Kucharchuk received $7,500 upon execution of such consulting agreement and will be entitled to receive $7,500 per month during the term of such consulting agreement and Mr. Kucharchuk may be eligible (but not entitled) to special performance bonuses, in such form and amount, if any, to be determined by Fulton AC in its sole discretion.

On April 4, 2024, Mr. Kucharchuk become a party to the Letter Agreement, and became bound by, and subject to, all of the terms and conditions of the Letter Agreement, including certain transfer restrictions with respect to the Company’s securities. Mr. Kucharchuk also entered into an Indemnification Agreement in the form previously disclosed by the Company providing him contractual rights to indemnification in addition to the indemnification provided for in the Company’s Second Amended and Restated Memorandum and Articles of Association.

On June 20, 2024, the Company received a written notice from the Listing Qualifications Department of Nasdaq indicating that the Company no longer complies with the Nasdaq Capital Market continued listing criteria set forth in Listing Rule 5550(a)(3), which requires the Company to maintain a minimum of 300 public holders (the “Minimum Public Holder Notice”). The Minimum Public Holder Notice indicates that the Company, pursuant to the Listing Rules, has 45 calendar days to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, the Company will have 180 calendar days from the date of the Minimum Public Holder Notice to evidence compliance. If Nasdaq were to reject the Company’s plan, Nasdaq rules permit the Company to appeal the decision to a hearings panel.

The Company has timely submitted a plan to regain compliance with Rule 5550(a)(3), which contained evidence that the Company has regained compliance.

On September 13, 2024, the Company was notified by Nasdaq that the Company had regained compliance with Public Shareholder Rule.

On October 10, 2024, the Company filed a Proxy Statement seeking to obtain shareholder approval, among other things, approval of the Amendment Proposal — to amend and restate, by way of a special resolution, the Company’s 2nd amended and restated memorandum and articles of association (the “Existing Charter”), to extend from November 15, 2024 (the “Existing Termination Date”) to November 15, 2025 (the “Extended Termination Date”), the date (the “Termination Date”) by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (an “Initial Business Combination”), the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A ordinary shares sold in the Company’s initial public offering (the “Public Shares”); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The scheduled meeting of shareholders to vote on the proposals stated within the Proxy Statement will be held on November 8, 2024.

On October 29, 2024, the Company and Fulton AC entered into an agreement (the “Dissolution Expense Reimbursement Agreement”) pursuant to which Fulton agreed to reimburse the Trust Account up to $100,000 to pay dissolution expenses if and when the Company is dissolved. The amount of such reimbursements will be included in the amount distributable holders of Class A ordinary shares of the Company entitled to participate the liquidation of the Trust Account.

On November 7, 2024, the Company determined to postpone the extraordinary general meeting of shareholders (the “Postponement”), originally scheduled to be held on November 8, 2024 (the “General Meeting”), to allow additional time for the Company to engage with its shareholders. The General Meeting was held on Thursday, November 14, 2024 at 11:00 a.m., Eastern Time. There was no change to the location or the record date of the General Meeting. In connection with the Postponement, the right of the public shareholders of the Company to redeem their Class A ordinary shares for their pro rata portion of the funds available in the Trust Account was extended to 5:30 p.m., Eastern Time, on November 12, 2024 (two business days before the postponed General Meeting) (the “Redemption Deadline Extension”).

On November 11, 2024, the Company entered into non-redemption agreements (the “Non-Redemption Agreements”) with one or more investors named therein (each, a “Backstop Investor”), pursuant to which the Backstop Investors agreed to rescind or reverse previous elections to redeem up to an aggregate of 429,180 Class A ordinary shares of the Company, which redemption requests were made in connection with the General Meeting to consider and vote on, among other proposals, a proposal to amend and restate, by way of a special resolution, the Company’s 2nd amended and restated memorandum and articles of association, to extend from November 15, 2024 to November 15, 2025, the date by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (a “De-Spac Transaction”), the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A ordinary shares sold in the Company’s initial public offering; and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law (the “Amendment Proposal”). The Amendment Proposal is described in more detail in the Company’s definitive proxy statement filed with the SEC on October 10, 2024, as amended. The Backstop Investors agree to hold, and not redeem, up to an aggregate of 128,753 shares of the Class A ordinary shares of the Company (the “Backstop Investor Shares”) at the Closing.

In consideration for the foregoing, upon consummation of the Company’s Initial Business Combination, the Company shall pay or cause to be paid to each Backstop Investor a payment in respect of its respective Backstop Investor Shares in cash released from the Trust Account in an amount equal to the product of (x) the number of Backstop Investor Shares and (y) the price per share for a pro rata portion of the amount on deposit in the Trust Account as of the Closing.

The Backstop Investors expect to acquire up to an aggregate of 321,984 Class A ordinary shares of the Company in the open market at or below the Redemption Price (as defined in the Non- Redemption Agreements) (the “Acquired Shares”). The Backstop Investors agree not to redeem the Acquired Shares and will not vote Acquired Shares in favor of the Amendment Proposal.

On November 12, 2024, the Company and each Backstop Investor entered into Amendment No.1 to Non-Redemption Agreement (the “Amendment”) pursuant to which the parties agree to allow the Backstop Investors to purchase Acquired Shares (as defined in the Agreements) at any time prior to the General Meeting.

On November 12, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq stating that, pursuant to Nasdaq Listing Rule IM-5101-2 (“Rule IM-5101-2”), the staff of Nasdaq (“Staff”) had determined that (i) the Company’s securities will be delisted from Nasdaq, (ii) trading of the Company’s Class A ordinary shares and units will be suspended at the opening of business on November 19, 2024 and (iii) a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq. Under Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Since the Company failed to complete its initial business combination by November 4, 2024, the Staff concluded that the Company did not comply with Rule IM-5101-2 and that the Company’s securities are now subject to delisting.

Nasdaq suspended that trading of the Company’s Class A ordinary shares and units at the opening of business on November 19, 2024.

Following the suspension of trading on Nasdaq, the Company’s Class A ordinary shares began trading on the OTCQB Market operated on The OTC Market systems (“OTC”) under the symbol “CBRRF.” The Company’s warrants and units began trading on the Expert Market operated by OTC under the symbols “CBRGF” and “CBGGF,” respectively. There can be no assurance that a broker will continue to make a market in the Company’s securities or that trading of the common stock will continue on an over-the-counter market or elsewhere.

Nasdaq will complete the delisting by filing a Form 25-NSE with the U.S. Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on Nasdaq.

We do not expect the delisting to impact our ability to consummate the previously disclosed business combination with Phtytanix Bio (the “Phytanix Business Combination”). Regardless of where our securities are traded, the surviving Company will apply to list its securities on Nasdaq Capital Markets upon consummation of the Phytanix Business Combination. However, if the Phytanix Business Combination is not consummated, the delisting will have a material adverse impact on our ability to locate another target for an initial business combination, and would likely cause us to enter liquidation. If we are required to liquidate, our shareholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

On November 14, 2024, the Company held its General Meeting at which the shareholders voted to approve the Amendment Proposal.

In connection with the General Meeting, the holders of an aggregate of 550,947 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $6,336,383 in cash held in the Trust Account.

Additionally, pursuant to Fulton AC’s previously disclosed agreement to contribute to the Trust Account an amount of funds determined by reference to the number of shares not redeemed in connection with the approval of the Amendment Proposal, Fulton AC contributed to the Trust Account $4,557 on November 16, 2024 and will contribute to the Trust Account $4,557 per month on the 16th of each calendar month, commencing on December 16, 2024, until the earliest to occur of the Extended Termination Date, the consummation of the Business Combination or the winding up of the Company.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants and the proceeds from the promissory note issued to CB Co-Investment, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the partner business or otherwise acquires a controlling interest in the partner business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. The Company expects the pro rata price to be at least $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC Topic 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon the consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Second Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, Fulton AC, CBG, CB Co-Investment and our current and former directors and officers agreed to vote their Class B ordinary shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, Fulton AC, CBG, CB Co-Investment and our current and former directors and officers agreed to waive their redemption rights with respect to their Class B ordinary shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of Fulton AC.

Notwithstanding the foregoing, the Company’s Second Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

Fulton AC, CBG, CB Co-Investment and our current and former directors and officers have agreed to waive their liquidation rights with respect Class B ordinary shares held by them if the Company fails to complete a Business Combination by the Termination Date. However, if such shareholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination by the Termination Date. The underwriters agreed to waive their rights to the Marketing Fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination by the Termination Date and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. The Marketing Fee was waived as of December 29, 2023.

On January 16, 2025, February 14, 2025, March 17, 2025, May 15, 2025, ~~and~~ June 16, 2025 and August 11, 2025, the Sponsor contributed approximately $4,557, $4,557, $4,557, $9,115, $4,557 and $4,557, respectively, into the Company’s Trust Account to extend the life of the Company through ~~July~~August 15, 2025.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Risks and Uncertainties

Management continues to evaluate the current or anticipated military conflicts, including between Russia and Ukraine, and Israel and Hamas, terrorism, sanctions or other geopolitical events as well as adverse developments in the economy and capital markets, including rising energy costs, inflation and interest rates, in the United States and globally, on the industry and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2025, the Company had $172,~~565~~856 in its operating bank account and a working capital deficit of $1,~~146~~257,~~045~~022.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from CBG and CB Co-Investment to cover for certain expenses on behalf of the Company in exchange for issuance of Class B ordinary shares (as defined in Note 5) and a loan from related party of approximately $244,000. The Company fully repaid the Note on November 17, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, the Private Placement held outside of the Trust Account and the issuance of the Convertible Note, the Additional Convertible Note and the Fulton AC Note. On December 29, 2023, Fulton AC agreed to loan the Company up to $1.5 million pursuant to the Fulton AC Note at no interest in the same form and on the same terms as the Additional Convertible Note with CBG which was terminated on December 29, 2023.

On May 9, 2024, the Company entered into the Exchange Agreement with Fulton, pursuant to which Fulton and the Company agreed to Exchange the Fulton AC Note for the Exchange Note. The Exchange Note is substantially similar to the Fulton AC Note, except that (i) the governing law and jurisdiction was changed from New York to Delaware; (ii) the maturity date was extended to the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial business combination; and (iii) the holder may exchange the Exchange Note, in whole or in part, to satisfy the purchase price of securities sold by the Company in a subsequent offering, if any, in whole or in part, at a premium of 35%. At this time the Company does not have any agreements, written or oral, for any subsequent offering of Company securities. No new consideration was paid in conjunction with the Exchange. As of ~~March~~June 3130, 2025 and December 31, 2024, the Company has an outstanding balance of $491,248 and $296,942, respectively, under the Exchange Note.

On June 26, 2024, Phytanix Bio (“Phytanix”) agreed to loan the Company $1,590,995.12, pursuant to an unsecured non - interest bearing promissory note (the “Bridge Financing Note”). The maturity date of the Bridge Financing Note is the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial business combination. The Bridge Financing Note may not be repaid with funds from the trust account that the Company established for the benefit of its public holders. The proceeds from the Bridge Financing Note will be used (i) to pay off certain working capital loans issued by the Company to Fulton AC, (ii) to pay for certain fees and expenses incurred in connection with the transactions contemplated in the Bridge Financing Note and the Company’s initial business combination and (iii) for other general corporate purposes. As of ~~March~~June 3130, 2025 and December 31, 2024, the outstanding balance under the Bridge Financing Note was $1,023,235 and $1,063,235, respectively, in the accompanying balance sheets.

The Company has until November 15, 2025 to consummate an initial Business Combination. If the Company has not consummated a Business Combination by November 15, 2025, the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares; and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

In connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 15, 2025. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Investment Company Act

Under the current rules and regulations of the SEC we are not deemed an investment company for purposes of the Investment Company Act; however, on March 30, 2022, the SEC proposed new rules (the “Proposed Rules”) relating, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The Proposed Rules provide a safe harbor for companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the Proposed Rules would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial Business Combination no later than 18 months after the effective date of the SPAC’s registration statement for its IPO. The Company would then be required to complete its initial Business Combination no later than 24 months after the effective date of such registration statement. There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including this Company. The Company has not yet entered into a definitive Business Combination agreement, however, there is a risk that the Company may not complete an initial Business Combination within 24 months of such date. As a result, it is possible that a claim could be made that the Company has been operating as an unregistered investment company. If the Company were deemed to be an investment company for purposes of the Investment Company Act, the Company may be forced to abandon its efforts to complete an initial Business Combination and instead be required to liquidate. If the Company is required to liquidate, the investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction.

The Investment Company Act defines an investment company as any issuer which

(i)

is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities;

(ii)

is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or

(iii)

is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of Government securities and cash items) on an unconsolidated basis.

The Company has assessed its primary line of business, and the value of its investment securities as compared to the value of total assets to determine whether the Company may be deemed an investment company. The longer that the funds in the Trust Account are held in money market funds, there is a greater risk that the Company may be considered an unregistered investment company. As a result, the Company has switched all funds to cash, and will likely receive minimal interest, if any, in the funds held in the Trust Account after such time, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of our Company. Currently, the funds in the Trust Account are held in mutual funds composed of U.S. treasury securities and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

The Investment Company Act defines an investment company as any issuer which:

Is or holds itself out as being engaged primarily in the business of investing, reinvesting, or trading in securities;

Is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type; or

Owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of Government securities and cash items) on an unconsolidated basis.

In January 2024, the SEC adopted rules providing guidance for SPACs analyzing their status under the Investment Company Act of 1940. This guidance emphasizes enhanced investor protections, transparency in business combination transactions, and the importance of ensuring compliance with the definition of a “business” under ASC 805-10-55. The safe harbor provision under the guidance requires SPACs to:

●

Identify and enter into a de-SPAC transaction agreement within 18 months of their IPO; and

●

Complete the de-SPAC transaction within 24 months of their IPO.

Failure to meet these criteria could result in the SPAC being deemed an unregistered investment company under the Act, requiring liquidation and potentially preventing completion of the proposed transaction. The Company completed its IPO within the SEC’s safe harbor timeline, and has not yet entered into a business combination, less than 48 months after its IPO. The transaction is expected to close within the SEC’s prescribed 48-month timeline. Currently, the Company does not hold itself out as being engaged in investing, reinvesting, or trading in securities. All funds in the Trust Account is held in mutual funds composed of U.S. treasury securities that comply with Rule 2a-7 under the Investment Company Act. The funds are not invested in marketable securities to avoid the risk of being deemed an unregistered investment company.

As of the date of this filing, the Company’s Trust Account remains compliant with the safe harbor criteria outlined in SEC Release No. 33-11265. If the Company were deemed to be an unregistered investment company under the Investment Company Act, it could be forced to abandon the Business Combination and liquidate. In such a scenario, public stockholders would lose the opportunity to benefit from potential appreciation in the value of the Company’s stock and warrants following the Business Combination. In conclusion, the Company is committed to ensuring compliance with the Investment Company Act and the updated SEC guidance. By adhering to the safe harbor provisions, the Company seeks to mitigate risks associated with the potential application of the Investment Company Act.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended ~~March~~June 3130, 2025 are not necessarily indicative of the results that may be expected through December 31, 2025.

The accompanying unaudited condensed interim financial statements should be read in conjunction with the annual audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on June 20, 2025.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates require management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had no cash equivalents.

Cash and Investments Held in Trust Account

At June ~~March 31~~30, 2025 and December 31, 2024, the assets held in the Trust Account, amounting to $5,~~354~~423,~~147~~696 and $5,285,060, respectively, were held in mutual funds composed of U.S. treasury securities. Investments in mutual funds are presented on the balance sheets at fair value at the end of each reporting period. The estimated fair values of investments held in the Trust Account are determined using available market information.

Assets held in the Trust Account will not be released from the Trust Account until the completion of its initial business combination or to the public shareholders until the earliest of the completion of an initial business combination and in connection with those Class A ordinary shares that such shareholders properly elect to redeem.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) coverage limit of $250,000 per institution. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements” (“ASC Topic 820”), equal or approximate the carrying amounts represented in the balance sheets primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of the financial instruments, including issued stock purchase warrants, and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC Topic 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The 22,050,000 warrants that were issued in connection with the Initial Public Offering (including the 11,500,000 warrants included in the Units and the 10,550,000 Private Placement Warrants) and the 4,000,000 forward purchase securities (“Forward Purchase Securities”), were recognized as derivative liabilities in accordance with ASC Topic 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Forward Purchase Securities, Public Warrants (as defined below) and the Private Placement Warrants were initially measured using a Monte Carlo simulation. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such Public Warrants. On December 26, 2023, in connection with the Securities Purchase Agreement, the Forward Purchase Agreement was terminated and the Convertible Note was converted into contingently issuable private placement warrants on the balance sheet and marked to market at each reporting period (Note 5). As of ~~March~~June 3130, 2025 and December 31, 2024, the fair value of Private Placement Warrants and contingently issuable Private Placement Warrants was determined based on the quoted price of the Public Warrants.

Class A ordinary shares Subject to Possible Redemption

The Company accounts for the Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of ~~March~~June 3130, 2025 and December 31, 2024, 455,736 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

On May 12, 2023, the Company held the Special Meeting at which the Company’s shareholders approved a proposal to amend the Company’s existing Amended and Restated Memorandum and Articles of Association to extend from May 15, 2023 to November 15, 2023 (the “Extended Date”) and to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an initial Business Combination after the Extended Date up to three times, by an additional month each time, up to February 15, 2024, the date by which, if the Company has not consummated an initial Business Combination, the Company must: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares sold in the Company’s Initial Public Offering; and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In connection with such shareholder vote, the holders of an aggregate of 18,848,866 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $197,854,025 in cash held in the Trust Account.

On December 13, 2023 and January 15, 2024, the Board adopted resolutions to extend the Company’s business operations until January 15, 2024 and February 15, 2024, respectively.

On February 7, 2024, the Company held the Meeting, at which the shareholders voted on the Amendment Proposal. Shareholders voted to approve the Amendment Proposal. In connection with the Meeting, the holders of an aggregate of 3,144,451 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $34,530,~~234.77~~235 in cash held in the Trust Account.

On November 14, 2024, the Company held its General Meeting at which the shareholders voted to approve the Amendment Proposal. In connection with the General Meeting, the holders of an aggregate of 550,947 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $6,336,383 in cash held in the Trust Account.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

As of ~~March~~June 3130, 2025 and December 31, 2024, the amounts of Class A ordinary shares reflected on the balance sheets are reconciled in the following:

Class A ordinary shares subject to possible redemption, December 31, 2024 (audited)	$	5,185,060
Waiver of $100,000 dissolution expense pursuant to Dissolution Expense Reimbursement Agreement		100,000
Proceeds received from Sponsor for Trust Account contribution		13,672
Deemed dividend – increase in redemption value of Class A ordinary shares subject to possible redemption		55,415
Class A ordinary shares subject to possible redemption, March 31, 2025 (unaudited)	$	5,354,147
Proceeds received from Sponsor for Trust Account contribution		13,672
Deemed dividend – increase in redemption value of Class A ordinary shares subject to possible redemption		55,876
Class A ordinary shares subject to possible redemption, June 30, 2025 (unaudited)	$	5,423,696

Net Income (Loss) ~~Income~~ Per Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”). The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income (Loss) is shared pro rata between the two classes of shares. Net income (loss) ~~income~~ per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) ~~income~~ per share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 23,200,000 Class A ordinary shares in the calculation of diluted income (loss) ~~income~~ per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) ~~income~~) per share is the same as basic net income (loss) ~~income~~ per share for the three months ended ~~March~~June 3130, 2025. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares.

	For the Three Months Ended
	For the Three Months Ended June 30,
	March 31,
	2025 (unaudited)						2024 (unaudited)
	Redeemable			Nonredeemable			Redeemable			Nonredeemable
Basic and diluted net loss per ordinary share
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net loss	$	(26,705	)	$	(336,935	)	$	(359,701	)	$	(878,510	)
Allocation of net income (loss)	$	425		$	5,368		$	(66,694	)	$	(380,942	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		455,736			5,750,000			21,~~354~~006,~~305~~683			5,750,000
Basic and diluted net loss per ordinary share	$	(0.06	)	$	(0.06	)	$	(0.15	)	$	(0.15	)
Basic and diluted net income (loss) per ordinary share	$	0.00		$	0.00		$	(0.07	)	$	(0.07	)

Income Taxes

	For the Six Months Ended June 30,
	2025 (unaudited)						2024 (unaudited)
	Redeemable			Nonredeemable			Redeemable			Nonredeemable
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(26,280	)	$	(331,567	)	$	(381,274	)	$	(1,304,573	)

Denominator:
Basic and diluted weighted average ordinary shares outstanding		455,736			5,750,000			1,680,494			5,750,000

Basic and diluted net loss per ordinary share	$	(0.06	)	$	(0.06	)	$	(0.23	)	$	(0.23	)

~~ASC Topic 740 accounts for income taxes requiring~~Income an asset and liability approach to financial accounting and reporting for income taxes including the parameters for the recognition of deferred tax assets and liabilities. The Company is exempt from Cayman Islands as well as US taxation. Accordingly, there is no reported tax provision nor any net deferred tax asset or liability position in the accompanying financial statements.Taxes

~~Recent~~ASC Topic ~~Accounting~~740 ~~Pronouncements~~accounts for income taxes requiring an asset and liability approach to financial accounting and reporting for income taxes including the parameters for the recognition of deferred tax assets and liabilities. The Company is exempt from Cayman Islands as well as US taxation. Accordingly, there is no reported tax provision nor any net deferred tax asset or liability position in the accompanying financial statements.

~~In June 2022, the FASB issued ASU 2022-03, ASC~~Recent ~~Topic~~Accounting 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC Topic 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The adoption of ASU 2023-09 did not have a material impact on the Company’s financial statements and disclosures.Pronouncements

In June ~~December 2023~~2022, the FASB issued ASU ~~2023~~2022-0903, ~~Income~~ ~~Taxes (~~ASC Topic ~~740):~~820 ~~Improvements~~“Fair Value Measurement of Equity Securities Subject to ~~Income~~Contractual ~~Tax~~Sale Restrictions”. ~~Disclosures~~The (ASU ~~2023-09),~~amends ~~which~~ASC ~~requires~~Topic ~~disclosure~~820 ofto ~~incremental~~clarify ~~income~~that ~~tax information~~a ~~within~~contractual ~~the~~sales ~~rate~~restriction ~~reconciliation~~is ~~and~~not ~~expanded~~considered ~~disclosures~~in ofmeasuring ~~income~~an ~~taxes~~equity security ~~paid,~~at ~~among~~fair ~~other~~value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU ~~2023~~applies to both holders and issuers of equity and equity-09linked securities measured at fair value. isThe amendments in this ASU are effective for the Company in fiscal years beginning after December 15, ~~2025~~2023, and interim periods within those fiscal years. Early adoption is permitted. ~~The~~for ~~Company’s~~both ~~management~~interim ~~does~~and annual financial statements that have not yet been issued or made ~~believe~~available ~~the~~for issuance. The adoption of ASU 2023-09 ~~will~~did not have a material impact on ~~its~~the Company’s financial statements and disclosures.

19In December 2023, the FASB issued ASU 2023-09, Income Taxes (ASC Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In March 2024, the FASB issued ASU No. 2024-01, “Compensation—Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards” (“ASU 2024-01”). ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2025, although early adoption is permitted. Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s financial statements.19

In March 2024, the FASB issued ASU No. 2024-0201, “~~Codification~~Compensation—Stock ~~Improvements~~Compensation -(Topic ~~Amendments~~718): toScope ~~Remove~~Applications ~~References~~of toProfits Interests ~~the~~and ~~Concepts~~Similar ~~Statements~~Awards” (“ASU 2024-0201”). ASU 2024-0201 ~~removes~~adds ~~references~~an example to ~~various~~Topic ~~Concepts~~718 ~~Statements.~~which Inillustrates ~~most~~how ~~instances,~~to apply the ~~references~~scope ~~are~~guidance ~~extraneous~~to determine whether profits interests and ~~not~~similar ~~required~~awards toshould ~~understand~~be accounted for as share-based payment arrangements under Topic 718 or ~~apply~~under ~~the~~other ~~guidance~~U.S. GAAP. ASU 2024-0201 is effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2024.~~2025, ~~Early~~although early adoption is permitted. ~~ASU 2024-02 can be applied prospectively or retrospectively.~~ Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s financial statements.

In March ~~November~~ 2024, the FASB issued ASU No. 2024-0302, “~~Income~~Codification ~~Statement~~Improvements - ~~Reporting~~Amendments ~~Comprehensive~~to ~~Income~~Remove -References ~~Expense~~to ~~Disaggregation~~the ~~Disclosures~~Concepts Statements” (~~Subtopic~~“ASU ~~220~~2024-4002”).” ~~This~~ASU ~~standard requires~~2024-02 ~~disclosure~~removes ofreferences ~~specific~~to ~~information~~various ~~about~~Concepts ~~costs~~Statements. ~~and~~In ~~expenses~~most instances, the references are extraneous and ~~becomes~~not required to understand or apply the guidance. ASU 2024-02 is effective ~~January~~for 1fiscal years beginning after December 15, ~~2027~~2024. Early adoption is permitted. ASU 2024-02 can be applied prospectively or retrospectively. Upon adoption, ASU 2024-03 01 is not expected to have an impact on the Company’s financial statements.

In November 2024, the FASB issued ASU No. 2024-0403, “~~Debt~~Income Statement - ~~Debt~~Reporting ~~with~~Comprehensive ~~Conversions~~Income ~~and~~- ~~Other~~Expense ~~Options~~Disaggregation Disclosures (Subtopic ~~470~~220-2040)~~: Induced Conversions of Convertible Debt Instruments~~.” ~~(“ASU 2024-04”).~~This ~~ASU~~standard ~~2024-04~~requires ~~clarifies~~disclosure ~~the requirements for accounting for induced conversions~~ of ~~convertible~~specific ~~debt~~information ~~instruments,~~about ~~specifically addressing~~costs ~~the~~and ~~recognition~~expenses and ~~measurement~~becomes ofeffective ~~inducement~~January 1, ~~offers made to holders of convertible debt~~2027. ~~The~~Upon ~~amendments provide guidance on determining whether an inducement offer should be accounted for as an extinguishment of debt or as a modification~~adoption, ~~and clarify the related disclosure requirements.~~ ASU 2024-0403 is ~~effective~~not ~~for~~expected ~~fiscal~~to ~~years~~have ~~beginning~~an ~~after~~impact ~~December~~on ~~15,~~the ~~2025,~~Company’s ~~including~~financial ~~interim periods within those fiscal years, with early adoption permitted~~statements.

In November ~~2023~~2024, the FASB issued ASU ~~2023~~ 2024-0704, ~~Segment Reporting (Topic 280):~~ ~~Improvements~~“Debt to- ~~Reportable~~Debt ~~Segment~~with ~~Disclosures.~~Conversions ~~The~~and ~~amendments~~Other inOptions ~~this ASU require~~(Subtopic ~~disclosures, on~~470-20): anInduced ~~annual and interim basis,~~ Conversions of ~~significant~~Convertible ~~segment~~Debt ~~expenses~~Instruments” ~~that are regularly provided to the chief operating officer decision maker~~ (“~~CODM~~ASU 2024-04”),. asASU ~~well~~2024-04 asclarifies the ~~aggregate~~requirements ~~amount~~for ofaccounting ~~other~~for ~~segment~~induced conversions ~~items included in the reported measure~~ of ~~segment~~convertible ~~profit~~debt orinstruments, ~~loss. The ASU requires~~specifically ~~that~~addressing ~~a public entity disclose~~ the ~~title~~recognition and ~~position~~measurement of ~~the~~inducement ~~CODM~~offers ~~and~~made anto ~~explanation of how the CODM uses the~~holders ~~reported measure(s)~~ of ~~segment~~convertible ~~profit~~debt. orThe ~~loss~~amendments inprovide ~~assessing~~guidance ~~segment~~on ~~performance~~determining ~~and~~whether ~~deciding~~an ~~how~~inducement tooffer ~~allocate~~should ~~resources. Public entities will~~ be ~~required~~accounted tofor ~~provide~~as ~~all~~an ~~annual~~extinguishment of ~~disclosures~~debt ~~currently~~or ~~required~~as bya ~~Topic 280 in interim periods~~modification, and ~~entities~~clarify ~~with a single reportable segment are required to provide all~~ the ~~disclosures~~related ~~required~~disclosure byrequirements. ~~the amendments in this~~ ASU ~~and~~ ~~existing~~2024-04 ~~segment disclosures in Topic 280. This ASU~~ is effective for fiscal years beginning after December 15, ~~2023~~2025, ~~and~~including interim periods within those fiscal years ~~beginning after December 15~~, ~~2024,~~ with early adoption permitted.

~~Management~~In November ~~does~~2023, ~~not~~the ~~believe~~FASB ~~that~~issued ASU 2023-07, Segment ~~any~~Reporting (Topic 280): ~~other~~Improvements ~~recently~~to Reportable Segment ~~issued~~Disclosures. The amendments in this ASU require disclosures, ~~but~~on ~~not~~an ~~yet~~annual ~~effective~~and interim basis, ~~accounting~~of ~~standards~~significant ifsegment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required ~~adopted~~by ~~would~~Topic 280 in ~~have~~interim periods, and entities with a ~~material~~single ~~effect~~reportable onsegment are required to provide all the ~~accompanying~~disclosures required ~~financial~~by ~~statements~~the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

~~Note~~Management does 3not —believe ~~Initial~~that ~~Public~~any ~~Offering~~other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

OnNote 3 ~~November~~— ~~15, 2021, the Company consummated its~~ Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $5.7 million, of which approximately $254,000 was for offering costs allocated to derivative warrant liabilities.

~~Each~~On November ~~Unit~~15, ~~consists~~2021, ofthe ~~one~~Company ~~Class~~consummated Aits ~~ordinary~~Initial ~~share and~~Public ~~one-half~~Offering of ~~one~~23,000,000 ~~redeemable~~Units, ~~Public~~including ~~Warrant.~~3,000,000 ~~Each~~Over-Allotment ~~whole~~Units, at ~~Public~~$10.00 ~~Warrant~~per ~~entitles~~Unit, ~~the~~generating ~~holder~~gross toproceeds ~~purchase~~of ~~one~~$230.0 ~~Class~~million, Aand ~~ordinary~~incurring ~~share~~offering ~~at an~~costs ~~exercise price~~ of approximately $115.507 ~~per~~million, ~~share~~of which approximately $254,000 ~~subject~~was tofor ~~adjustment~~offering ~~(see~~costs ~~Note~~allocated 8)to derivative warrant liabilities.

~~Note~~Each Unit 4consists —of ~~Private~~one ~~Placement~~Class ~~Warrants~~A ordinary share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

~~Simultaneously with the closing of the Initial~~Note ~~Public~~4 ~~Offering,~~— ~~the Company consummated the~~ Private Placement ~~of 10,550,000 Private Placement~~ Warrants~~, at a price of $1.00 per Private Placement Warrant to CBG and CB Co-Investment, generating proceeds of approximately $10.6 million.~~

~~Each whole Private Placement Warrant is exercisable~~Simultaneously ~~for~~with ~~one whole Class A ordinary share at a price of $11.50 per share. A portion of~~ the ~~proceeds~~closing ~~from the sale~~ of the ~~Private Placement Warrants was added to the proceeds from the~~ Initial Public Offering, ~~held in~~ the ~~Trust~~Company ~~Account.~~consummated If the ~~Company~~Private ~~does~~Placement ~~not~~of ~~complete a Business Combination prior to November 15~~10, ~~2025~~550,000 ~~the~~ Private Placement Warrants, at ~~will~~a ~~expire~~price ~~worthless~~of $1.00 ~~The~~per Private Placement ~~Warrants~~Warrant ~~will~~to ~~be non-redeemable~~CBG ~~except~~and asCB ~~described~~Co-Investment, ~~below~~generating inproceeds ~~Note~~of 8approximately ~~and~~$10.6 ~~exercisable on a cashless basis~~million.

~~Fulton~~Each whole ~~AC,~~Private ~~CBG,~~Placement CBWarrant Cois -exercisable ~~Investment~~for ~~and~~one ~~the~~whole ~~Company’s officers~~Class ~~and~~A ~~directors~~ordinary ~~agreed,~~share ~~subject~~at toa ~~limited~~price ~~exceptions,~~of ~~not~~$11.50 toper ~~transfer,~~share. ~~assign~~A orportion ~~sell~~of ~~any~~the proceeds from the sale of ~~their~~the Private Placement Warrants ~~until~~ 30was ~~days~~added ~~after~~to the ~~completion~~proceeds offrom the ~~initial~~Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination prior to November 15, 2025, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 8 and exercisable on a cashless basis.

20Fulton AC, CBG, CB Co - Investment and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

~~Note 5 — Related Party Transactions~~20

~~Class~~Note 5 B— ~~Ordinary~~Related ~~Shares~~Party Transactions

~~On February 3, 2021, CBG and CB Co-Investment paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of an aggregate of 8,625,000~~ Class ~~B ordinary~~ ~~shares. CBG purchased 7,195,714 of the Class~~ B ~~ordinary~~Ordinary shares and CB Co-Investment purchased 1,429,286 of the Class B ordinary shares. On April 9, 2021, CB Co-Investment transferred 28,571 Class B ordinary shares to CBG at their original purchase price. On October 1, 2021, CBG forfeited 2,408,095 and CB Co-Investment forfeited 466,905 Class B ordinary shares, in each case, for no consideration.Shares

On February ~~November 9~~3, 2021, CBG ~~transferred~~and CB Co-Investment paid an aggregate of ~~156~~$25,000 ~~Class~~for Bcertain ~~ordinary~~expenses ~~shares~~on tobehalf ~~three~~ of the Company’s ~~directors,~~in ~~the~~exchange ~~chief~~for issuance ~~financial~~of ~~officer~~an ~~and~~aggregate ~~two~~ of ~~the Company’s advisors. As a result~~8, ~~CBG had 4~~625,~~660,190~~000 Class B ordinary shares. ~~and~~CBG CBpurchased ~~Co-Investment had 933~~7,~~810~~195,714 ~~Class B ordinary shares outstanding. The transfer~~ of the Class B ordinary shares isand inCB ~~the scope of ASC Topic 718, “Compensation~~Co-~~Stock Compensation” (“ASC~~Investment ~~Topic~~purchased ~~718”). Under ASC Topic 718~~1,429,286 ~~stock-based~~of ~~compensation associated with equity-classified awards is measured at fair value upon~~ the ~~grant date. The~~ Class B ordinary shares. ~~were~~On ~~granted~~April ~~subject~~9, to2021, aCB ~~performance~~Co-Investment ~~condition~~transferred ~~(i.e.~~28,571 ~~the occurrence of a Business Combination). Compensation expense related to the~~ Class B ordinary shares ~~is recognized only when the performance condition is probable of occurrence~~to ~~under~~CBG ~~the~~at ~~applicable~~their ~~accounting~~original ~~literature~~purchase ~~in this circumstance~~price. AsOn ofOctober ~~December 31~~1, ~~2024~~2021, ~~the~~CBG ~~Company~~forfeited ~~determined that a Business Combination is not considered probable~~2,408,095 and, ~~therefore,~~CB ~~no stock~~Co-~~based~~Investment ~~compensation~~forfeited ~~expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e.~~466,905 ~~upon consummation of a Business Combination) in an amount equal to the number of~~ Class B ordinary shares, ~~that~~in ~~ultimately~~each ~~vest~~case, ~~multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received~~ for ~~the~~no ~~purchase of the Class B ordinary shares~~consideration.

On November 9, 2021, CBG transferred an aggregate of 156,000 Class B ordinary shares to three of the Company’s directors, the chief financial officer and two of the Company’s advisors. As a result, CBG had 4,660,190 Class B ordinary shares and CB Co-Investment had ~~agreed~~933,810 toClass ~~forfeit~~B upordinary ~~to an~~shares ~~aggregate~~outstanding. The transfer of ~~750,000~~the Class B ordinary shares tois in the ~~extent~~scope ~~that~~of ~~the~~ASC ~~option~~Topic to718, ~~purchase~~“Compensation-Stock Compensation” ~~additional~~(“ASC ~~Units~~Topic ~~was~~718”). ~~not~~Under ~~exercised~~ASC inTopic ~~full~~718, stock-based compensation associated with equity-classified awards byis ~~the~~measured ~~underwriters,~~at sofair ~~that~~value upon the grant date. The Class B ordinary shares ~~would~~were ~~represent~~granted ~~20%~~subject ofto a performance condition (i.e., the occurrence ~~Company’s~~of ~~issued~~a ~~and~~Business ~~outstanding~~Combination). Compensation expense related to the Class B ordinary shares ~~after~~is recognized only when the performance condition is probable of occurrence under the ~~Initial~~applicable ~~Public~~accounting ~~Offering~~literature in this circumstance. ~~The~~As ~~underwriters~~of ~~exercised~~December ~~their~~31, ~~over-allotment~~2024, ~~option~~the inCompany determined ~~full~~that ona ~~November~~Business 15Combination is not considered probable, ~~2021;~~and, ~~thus~~therefore, ~~these~~no ~~750~~stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e.,~~000~~ upon consummation of a Business Combination) in an amount equal to the number of Class B ordinary shares ~~were~~that noultimately ~~longer~~vest ~~subject~~multiplied totimes ~~forfeiture~~the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Class B ordinary shares.

~~Fulton AC,~~ CBG, and CB Co - Investment, ~~and the current and former executive officers and directors of the Company,~~ agreed ~~not~~ to ~~transfer,~~forfeit ~~assign~~up orto ~~sell~~an ~~any~~aggregate of ~~their~~750,000 Class B ordinary shares ~~until~~ ~~the earlier~~ to ~~occur~~the ~~of:~~extent ~~(A)~~that ~~one year after~~ the ~~completion~~option ofto ~~the~~purchase additional ~~initial~~Units ~~Business~~was ~~Combination~~not ~~and~~exercised ~~(B)~~in ~~subsequent~~full toby the ~~initial Business Combination~~underwriters, ~~(x)~~so ifthat the ~~closing price of~~ Class AB ordinary shares ~~equals~~would orrepresent ~~exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any~~ 20% ~~trading~~of ~~days within any 30-trading day period commencing at least 150 days after~~ the ~~initial Business Combination, or (y) the date on which the~~ Company ~~completes a liquidation, merger, share~~’s ~~exchange,~~issued ~~reorganization~~and oroutstanding ~~other~~shares ~~similar~~after ~~transaction that results in all of~~ the Initial Public ~~Shareholders~~Offering. ~~having~~The ~~the~~underwriters ~~right~~exercised ~~to exchange~~ their ~~ordinary~~ ~~shares~~over-allotment ~~for~~option ~~cash,~~in ~~securities~~full oron ~~other property, Notwithstanding the foregoing, if the closing price of the Class A ordinary shares~~November ~~equals or exceeds $12.00 per share (as adjusted for share sub-divisions~~15, ~~share~~2021; ~~capitalizations~~thus, ~~reorganizations,~~these ~~recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination~~750, ~~the~~000 Class B ordinary shares ~~will~~were beno ~~released~~longer ~~from~~subject ~~the~~to ~~lockup~~forfeiture.

~~Pursuant~~Fulton AC, toCBG, ~~those~~CB ~~certain~~Co ~~Voting~~- ~~Agreements~~Investment, ~~dated December~~and ~~29,~~the ~~2023,~~current ~~entered~~and ~~into~~former byexecutive ~~each~~officers and directors of ~~CBG~~the ~~and~~Company, CBagreed Conot -to ~~Investment~~transfer, ~~immediately~~assign or ~~upon~~sell ~~approval~~any of their Class B ordinary shares until the ~~Amendment~~earlier ~~Proposal~~to atoccur of: (A) one year after the ~~Meeting,~~completion of the initial Business ~~CBG~~Combination and CB(B) Cosubsequent -to ~~Investment~~the ~~exercised~~initial ~~their~~Business ~~right~~Combination, to(x) ~~convert~~if ~~all~~the ofclosing ~~their~~price of Class BA ordinary shares equals or exceeds $12.00 per share (anas ~~aggregate~~adjusted offor 2share sub-divisions,~~559~~ share capitalizations,~~000~~ ~~Class~~reorganizations, Brecapitalizations ~~ordinary~~and the like) for any ~~shares~~20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a ~~one~~liquidation, -merger, ~~for~~share -exchange, ~~one~~reorganization ~~basis~~or ~~into~~other ansimilar ~~aggregate~~transaction that results in all of 2the Public Shareholders having the right to exchange their ordinary shares for cash,~~559~~ securities or other property,~~000~~ Notwithstanding the foregoing, if the closing price of the Class A ordinary shares ~~which~~equals ~~are~~or ~~not~~exceeds ~~entitled~~$12.00 toper ~~receive~~share ~~funds~~(as ~~from~~adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the ~~Trust~~like) ~~Account~~for ~~through~~any ~~redemptions~~20 ortrading ~~otherwise~~days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Class B ordinary shares will be released from the lockup.

~~Related~~Pursuant to ~~Party~~those ~~Loans~~certain Voting Agreements, dated December 29, 2023, entered into by each of CBG and CB Co - Investment, immediately upon approval of the Amendment Proposal at the Meeting, CBG and CB Co - Investment exercised their right to convert all of their Class B ordinary shares (an aggregate of 2,559,000 Class B ordinary shares) on a one - for - one basis into an aggregate of 2,559,000 Class A ordinary shares which are not entitled to receive funds from the Trust Account through redemptions or otherwise.

~~Convertible Note —~~ Related Party Loans

Upon closing of the Initial Public Offering, CB Co-Investment loaned the Company approximately $1.15 million to deposit into Trust Account, in exchange for a non-interest bearing, unsecured convertible promissory note (“Convertible Note~~”).~~ ~~Such~~— ~~Convertible~~Related Note would not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such promissory note would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion of CB Co-Investment and/or its designees, converted into additional warrants at a price of $1.00 per warrant.Party

OnUpon closing ~~November~~of ~~16,~~the ~~2022,~~Initial ~~CBG~~Public ~~agreed~~Offering, toCB ~~loan~~Co-Investment loaned the Company up toapproximately $1.215 million ~~pursuant~~ to andeposit ~~unsecured~~into Trust Account, in exchange for a non-interest bearing, unsecured convertible promissory note (“~~Additional~~ Convertible Note”). Such ~~Additional~~ Convertible Note would ~~will~~ not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such ~~Additional~~promissory ~~Convertible~~note ~~Note~~ would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion ~~CBG~~of CB Co-Investment and/or its designees, converted into additional warrants at a price of $1.00 per warrant~~, which warrants will be identical to the Private Placement Warrants~~.

21On November 16, 2022, CBG agreed to loan the Company up to $1.2 million pursuant to an unsecured non-interest bearing convertible promissory note (“Additional Convertible Note”). Such Additional Convertible Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such Additional Convertible Note would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion CBG, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants.

In connection with the consummation of the transactions contemplated by the Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert the $1.15 million loan (the “Conversion Amount”) by CB Co-Investment to the Company at a conversion price of $1.00 per warrant, or 1,150,000 warrants upon consummation of a Business Combination. Upon consummation of a Business Combination, 805,000, 273,431 and 71,569 of the contingently issuable Private Placement Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively. All other existing indebtedness was terminated as of the Closing Date. As a result, the Convertible Note was converted into contingently issuable private placement warrants on the balance sheet and marked to market as of March 31, 2025 and December 31, 2024.21

~~Additionally~~In connection with the consummation of the transactions contemplated by the Securities Purchase Agreement, ~~CBG~~CB ~~irrevocably~~Co-Investment irrevocably agreed to ~~terminate all~~convert ~~outstanding~~the ~~loans~~$1.15 million loan (the “Conversion Amount”) by CB Co-Investment to the Company at a conversion price of $1.00 ~~Accordingly~~per warrant, ~~all~~or ~~debt~~1,150,000 ~~proceeds~~warrants ~~received~~upon ~~under~~consummation of a Business Combination. Upon consummation of a Business Combination, 805,000, 273,431 and 71,569 of the ~~Additional~~contingently issuable Private Placement Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively. All other existing indebtedness was terminated as of the Closing Date. As a result, the Convertible Note was ~~recognized~~converted into contingently issuable private placement warrants on the balance sheet and marked to market as a ~~capital~~of ~~contribution~~June ~~from~~30, ~~CBG~~2025 and December 31, 2024.

~~Working~~Additionally, CBG ~~Capital~~irrevocably ~~Loan~~agreed to terminate all outstanding loans to the Company. Accordingly, all debt proceeds received under the Additional Convertible Note was recognized as a capital contribution from CBG.

~~In addition, in order to fund working capital deficiencies~~Working orCapital finance transaction costs in connection with a Business Combination, On December 29, 2023, Fulton AC agreed to loan the Company up to $1.5 million pursuant the Fulton AC Note. The Fulton AC Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. The Fulton AC Note will either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion Fulton AC, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants.Loan

OnIn addition, ~~May~~in 9,order ~~2024,~~to ~~the~~fund ~~Company~~working ~~entered~~capital ~~into~~deficiencies ~~the~~or ~~Exchange Agreement~~finance transaction costs in connection with ~~Fulton~~a ACBusiness Combination, ~~pursuant~~On toDecember 29, ~~which~~2023, Fulton AC ~~and~~agreed to loan the Company ~~agreed~~up to ~~exchange~~$1.5 million pursuant the Fulton AC Note. ~~for~~The ~~the~~Fulton ~~Exchange~~AC Note. ~~The Exchange~~will ~~Note~~not isbe ~~substantially~~repaid in ~~similar to~~ the ~~Fulton~~event ~~AC Note, except~~ that ~~(i)~~ the ~~governing~~Company ~~law~~is ~~and~~unable ~~jurisdiction~~to ~~was~~close ~~changed~~a ~~from~~Business ~~New York~~Combination tounless ~~Delaware;~~there ~~(ii)~~are ~~the~~funds ~~maturity~~available ~~date~~outside ~~was~~the ~~extended~~Trust Account to do ~~the~~so. ~~later~~The ofFulton ~~(x)~~AC ~~June~~Note ~~29,~~will ~~2025~~either ~~and~~be ~~(y)~~paid ~~the~~upon consummation of the Company’s initial ~~business~~Business ~~combination; and (iii) the holder may exchange the Exchange Note~~Combination, ~~in whole~~ or ~~in part~~, toat ~~satisfy~~ the ~~purchase price~~discretion ofFulton ~~securities sold by the Company in a subsequent offering~~AC, ifconverted ~~any,~~into inadditional ~~whole~~warrants ~~or in part,~~ at a ~~premium~~price of ~~35%~~$1.00 Noper ~~new~~warrant, ~~consideration~~which ~~was paid~~warrants inwill ~~conjunction~~be ~~with~~identical to the ~~Exchange~~Private Placement Warrants.

AsOn May ~~provided~~9, ~~under~~2024, the Company entered into the Exchange Agreement with Fulton AC, ~~following~~pursuant to which Fulton AC and the Company agreed to exchange the ~~delivery~~Fulton ofAC Note for the Exchange Note,. The Exchange Note is substantially similar to the Fulton AC Note, except that (i) the governing law and jurisdiction was ~~cancelled,~~changed ~~with~~from New York to Delaware; (ii) the ~~Company~~maturity ~~owing~~date nowas ~~further~~extended ~~obligations~~to ~~thereunder.~~the ~~The~~later ~~issuance~~of (x) June 29, 2025 and (y) the consummation of the Company’s initial business combination; and (iii) the holder may exchange the Exchange Note, in ~~exchange~~whole or ~~for~~in part, to satisfy the ~~Fulton~~purchase ACprice ~~Note~~of ~~was~~securities ~~made~~sold ~~pursuant~~by tothe ~~Section~~Company 3(in a~~)(9)~~ subsequent offering, if any, in whole or in part, at a premium of ~~the~~35%. ~~Securities~~No ~~Act~~new consideration was paid in conjunction with the Exchange.

~~The~~As provided ~~Company~~under ~~accounts~~the ~~for its~~ Exchange ~~Note within the scope of ASC Topic 470. Pursuant to ASC Topic 470~~Agreement, following the ~~new~~delivery ~~or modified terms~~ of the Exchange Note, ~~when compared with~~ the ~~original terms of the~~ Fulton AC Note ~~are~~was ~~not substantially different; therefore~~cancelled, with the Company owing ~~will~~no ~~account~~further ~~for~~obligations ~~the Exchange Agreement as a debt modification~~thereunder. AsThe aissuance ~~result,~~of the Exchange Note isin ~~measured~~exchange atfor the ~~amount~~Fulton ofAC ~~cash~~Note ~~proceeds~~was ~~received~~made ~~from~~pursuant ~~the~~to ~~holder.~~Section 3(a)(9) As of ~~March 31, 2025 and December 31, 2024, there was $296,942 outstanding under~~ the ~~Exchange~~Securities ~~Note~~Act.

~~Administrative~~The Company ~~Services~~accounts for its Exchange Note within the scope of ASC Topic 470. Pursuant to ASC Topic 470, the new or modified terms of the Exchange Note when compared with the original terms of the Fulton AC Note are not substantially different; therefore, the Company will account for the Exchange Agreement as a debt modification. As a result, the Exchange Note is measured at the amount of cash proceeds received from the holder. For the six months ended June 30, 2025, the Company drew an additional $194,307 under the Exchange Note. As of June 30, 2025 and December 31, 2024, there were $491,248 and $296,942, respectively, outstanding under the Exchange Note.

~~On December 29, 2023, Fulton AC entered into a~~Administrative Services Agreement with the Company (the “Fulton Services Agreement”) pursuant to which the Company will pay Fulton AC up to $30,000 per month for the cost of the use of the Company’s office space, administrative and support services. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. As of March 31, 2025 and December 31, 2024, the Company had $150,000 and $120,000, respectively, outstanding balance payable to a related party as it relates to this agreement.

22On December 29, 2023, Fulton AC entered into a Services Agreement with the Company (the “Fulton Services Agreement”) pursuant to which the Company will pay Fulton AC up to $30,000 per month for the cost of the use of the Company’s office space, administrative and support services. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. As of June 30, 2025 and December 31, 2024, the Company had $180,000 and $120,000, respectively, outstanding balance payable to a related party as it relates to this agreement.

~~Note 6 — Commitments and Contingencies~~22

~~Litigation~~Note 6 — Commitments and Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is not aware of any such legal proceedings that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.Litigation

~~Contingently~~From time ~~Issuable~~to ~~Private~~time, ~~Placement~~the ~~Warrants~~Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is not aware of any such legal proceedings that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

~~In connection with the consummation of the transactions~~Contingently ~~contemplated~~Issuable by the Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert the $1.15 million loan (the “Conversion Amount”) by CB Co-Investment to the Company at a conversion price of $1.00 per warrant, or 1,150,000 warrants upon consummation of a Business Combination. Upon consummation of a Business Combination, 805,000, 273,431 and 71,569 of the contingently issuable Private Placement Warrants ~~will be issued to Fulton AC, CBG and CB Co-Investment, respectively.~~

~~Registration~~In connection ~~Rights~~with the consummation of the transactions contemplated by the Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert the $1.15 million loan (the “Conversion Amount”) by CB Co-Investment to the Company at a conversion price of $1.00 per warrant, or 1,150,000 warrants upon consummation of a Business Combination. Upon consummation of a Business Combination, 805,000, 273,431 and ~~Shareholder~~71,569 ~~Rights~~of the contingently issuable Private Placement Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively.

~~The holders of the Class B ordinary shares, Private~~Registration ~~Placement~~Rights ~~Warrants, Class A ordinary shares underlying the Private Placement Warrants, the Forward Purchase Securities~~ and ~~warrants~~Shareholder that may be issued upon conversion of the Convertible Note and the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants that may be issued upon conversion of such loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The Forward Purchase Securities were terminated on December 29, 2023. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Rights

The holders of the Class B ordinary shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants, the Forward Purchase Securities and warrants that may be issued upon conversion of the Convertible Note and the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants that may be issued upon conversion of such loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The Forward Purchase Securities were terminated on December 29, 2023. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. ~~Marketing~~The ~~Agreement~~Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~On November 9, 2021, the Company entered into an agreement with one of the underwriters in its Initial Public Offering, Cowen and Company, LLC, as advisors in connection with the Company’s~~ Business ~~Combination to assist the Company in holding meetings with the shareholders to discuss the potential Business Combination and~~ ~~the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business~~ Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed to pay a fee for such services (the “Marketing Fee”) upon the consummation of the initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, or approximately $8.1 million in the aggregate. The Marketing Fee was waived by Cowen as of December 29, 2023.Agreement

~~Forward~~On November ~~Purchase~~9, ~~Agreement~~2021, the Company entered into an agreement with one of the underwriters in its Initial Public Offering, Cowen and Company, LLC, as advisors in connection with the Company’s Business Combination to assist the Company in holding meetings with the shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed to pay a fee for such services (the “Marketing Fee”) upon the consummation of the initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, or approximately $8.1 million in the aggregate. The Marketing Fee was waived by Cowen as of December 29, 2023.

~~The~~ Forward ~~Purchase Agreement provided for the~~ ~~purchase by Franklin, in the aggregate, of 6,000,000 Forward~~ Purchase Securities, for an aggregate purchase price of $40.0 million, with each Forward Purchase Security consisting of one Class A ordinary share and one-half of one redeemable warrant in each case, for an aggregate of 4,000,000 Class A ordinary shares and 2,000,000 redeemable warrants, for $10.00 per Forward Purchase Security, in a private placement to close substantially concurrently with the closing of the initial Business Combination. Effective as of the Closing Date, in connection with the Securities Purchase Agreement~~, the Company and Franklin entered into a Letter Agreement terminating the Forward Purchase Agreement.~~

~~Non~~The Forward Purchase Agreement provided for the purchase by Franklin, in the aggregate, of 6,000,000 Forward Purchase Securities, for an aggregate purchase price of $40.0 million, with each Forward Purchase Security consisting of one Class A ordinary share and one-~~Redemptions~~half of ~~Agreements~~one redeemable warrant in each case, for an aggregate of 4,000,000 Class A ordinary shares and 2,000,000 redeemable warrants, for $10.00 per Forward Purchase Security, in a private placement to close substantially concurrently with the closing of the initial Business Combination. Effective as of the Closing Date, in connection with the Securities Purchase Agreement, the Company and Franklin entered into a Letter Agreement terminating the Forward Purchase Agreement.

~~As discussed more fully in Note 1, in exchange for the commitments not to redeem certain Class A ordinary shares in connection with the Special Meeting, CBG and CB Co~~Non-~~Investment agreed~~Redemptions to transfer an aggregate of 1,000,000 ordinary shares of the Company held by CBG or CB Co-Investment, as applicable, plus up to an additional aggregate of 500,000 ordinary shares of the Company held by CBG or CB Co-Investment, with such number of additional ordinary shares of the Company to be determined based upon the date of the consummation of the Company’s initial Business Combination.Agreements

23As discussed more fully in Note 1, in exchange for the commitments not to redeem certain Class A ordinary shares in connection with the Special Meeting, CBG and CB Co-Investment agreed to transfer an aggregate of 1,000,000 ordinary shares of the Company held by CBG or CB Co-Investment, as applicable, plus up to an additional aggregate of 500,000 ordinary shares of the Company held by CBG or CB Co-Investment, with such number of additional ordinary shares of the Company to be determined based upon the date of the consummation of the Company’s initial Business Combination.

The Company estimated the aggregate fair value of a weighted number of Class B ordinary shares, based on the likelihood of consummating an initial Business Combination beyond November 15, 2023, or 1,166,663 Class B ordinary shares, attributable to the non-redeeming shareholder be $4,802,931 or $4.12 per share. Each non-redeeming shareholder acquired from CBG an indirect economic interest in the Class B ordinary shares. The excess of the fair value of the Class B ordinary shares was determined to be an offering cost in accordance with the SEC Staff Accounting Bulletin (“SAB”) Topic 5A – Expenses of Offering. Accordingly, in substance, it was recognized by the Company as a capital contribution by CBG to induce these holders of the Class A ordinary shares not to redeem, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.23

	May 10, 2023
Stock price	$	10.42
Risk free rate		4.25	%
Remaining life		1.56
Volatility		5.4	%
Probability of transaction		40	%

Letter and Joinder Agreement

	May 10, 2023
Stock price	$	10.42
Risk free rate		4.25	%
Remaining life		1.56
Volatility		5.4	%
Probability of transaction		40	%

~~On October 13, 2022, David G. Brown executed a joinder to become a party to the~~ Letter ~~Agreement and be bound by, and subject to, all of the terms and conditions of the Letter Agreement,~~ ~~including to vote any Class B ordinary shares~~ and ~~Class~~Joinder A ordinary shares held by him in favor of the Company’s initial Business Combination and certain transfer restrictions with respect to the Company’s securities. On October 13, 2022, the Company entered into letter agreements with Mr. Brown, pursuant to which, among other things, the Company agreed to grant to him 30,000 RSUs, subject to the terms and conditions set forth therein, including consummation of the Business Combination and shareholder approval of an equity plan pursuant to which RSUs would be issued. Such RSU grant terminated on December 29, 2023 upon Mr. Brown’s resignation from the Board.Agreement

~~Pursuant~~On October to13, ~~the Letter Agreement dated June 15~~2022, ~~2023~~ ~~(“2023~~David ~~RSU~~G. ~~Letter~~Brown ~~Agreement”)~~executed ~~and~~a ~~Joinder~~joinder ~~Agreement~~to ~~dated~~become ~~June~~a ~~20,~~party ~~2023~~to (the ~~“Joinder~~Letter Agreement~~”),~~ ~~the~~and ~~Company agreed~~be tobound ~~grant~~by, toand ~~Mr.~~subject ~~Lazarus 30~~to,~~000~~ ~~RSUs~~all of the ~~Company subject to the~~ terms and conditions ~~set forth therein, including consummation~~ of the ~~Business~~Letter ~~Combination~~Agreement, ~~and~~including ~~shareholder approval of an equity plan pursuant~~ to ~~which RSUs would be issued and Mr. Lazarus agreed to~~ vote any Class B ordinary shares and Class A ordinary shares held by him in favor of the Company’s initial Business Combination~~, to~~ ~~facilitate the liquidation~~ and ~~winding up of the Company if an initial Business Combination is not consummated within the time period required by its Second Amended and Restated Memorandum and Articles of Association and to~~ certain transfer restrictions with respect to the Company’s securities. On ~~The~~October ~~2023~~13, ~~RSU~~2022, ~~Letter~~the ~~Agreement~~Company ~~terminated~~entered oninto ~~April~~letter 1,agreements ~~2024~~with ~~upon~~ Mr. ~~Lazarus’~~Brown, ~~resignation~~pursuant asto ~~Chief Financial~~which, ~~Officer~~among ofother things, the Company. ~~Pursuant~~agreed to grant to ~~the~~him ~~Joinder~~30,000 ~~Agreement~~RSUs, ~~Mr.~~subject ~~Lazarus~~to ~~became~~the aterms ~~party~~and toconditions ~~that~~set ~~certain~~forth ~~Registration~~therein, ~~and~~including ~~Shareholder Rights~~consummation ~~Agreement,~~of ~~dated~~the ~~November~~Business 9,Combination and ~~2021,~~shareholder ~~among~~approval ~~the~~of ~~Company,~~an ~~CBG,~~equity CBplan ~~Co-Investment~~pursuant ~~and~~to ~~certain~~which ~~equity~~RSUs ~~holders~~would ofbe ~~the~~issued. ~~Company,~~Such ~~which~~RSU ~~provides for,~~grant ~~among~~terminated ~~other~~on ~~things~~December 29, ~~customary~~2023 ~~demand~~upon Mr. ~~and~~Brown’s ~~piggy-back~~resignation ~~registration~~from ~~rights~~the Board.

OnPursuant to ~~December~~the 29Letter Agreement dated June 15, 2023, ~~the~~(“2023 RSU Letter Agreement”) ~~was amended~~and toJoinder ~~add~~Agreement ~~Fulton~~dated ACJune as20, a2023 ~~party~~(the “Joinder ~~thereto~~Agreement”), ~~subject~~the Company agreed to ~~all~~grant to Mr. Lazarus 30,000 RSUs of the Company subject to the terms and conditions set forth therein, including consummation of the Business Combination and shareholder approval of an equity plan pursuant to which RSUs would be issued and Mr. Lazarus agreed to vote any Class B ordinary shares and Class A ordinary shares held by him in favor of the Company’s initial Business Combination, to facilitate the liquidation and winding up of the Company if an initial Business Combination is not consummated within the time period required by its Second Amended and Restated Memorandum and Articles of Association and to certain transfer restrictions with respect to the Company’s securities. The 2023 RSU Letter Agreement terminated on April 1, 2024 upon Mr. Lazarus’ resignation as Chief Financial Officer of the Company. Pursuant to the ~~Letter~~Joinder Agreement, Mr. Lazarus became a party to that certain Registration and Shareholder Rights Agreement, ~~Amendment~~dated November 9, ~~Fulton~~2021, ACamong ~~also~~the ~~agreed~~Company, ~~that~~CBG, itCB ~~will~~Co-Investment ~~indemnify~~and certain equity holders of the Company, ~~Trust~~which ~~Account~~provides for, ~~certain~~among ~~amounts~~other asthings, ~~further~~customary ~~described~~demand inand ~~Note 1~~piggy-back registration rights.

On December 29, 2023, ~~each~~the ~~Mr.~~Letter ~~Wainstein,~~Agreement ~~Mr.~~was ~~Cohen, Mr.~~amended ~~Silberman~~to ~~and~~add ~~Mr.~~Fulton ~~Baron~~AC ~~executed~~as ~~joinders to become~~ a party ~~to the Letter Agreement and be bound by~~thereto, ~~and~~ subject to, all of the terms and conditions of the Letter Agreement,. ~~including~~Pursuant to ~~vote any Class B ordinary shares and Class A ordinary shares held by each of them in favor of~~ the ~~Company’s~~Letter ~~initial~~Agreement ~~Business Combination and certain transfer restrictions with respect to the Company’s securities. On December 29~~Amendment, ~~2023,~~Fulton ~~the~~AC ~~Company~~also ~~entered into letter agreements with each Mr. Silberman, Mr. Baron and Mr. Lazarus, pursuant to which, among other things, the Company~~ agreed tothat ~~grant~~it ~~each~~will ofindemnify ~~them 50,000, 50,000 and 70,000 RSUs, respectively, subject to~~ the ~~terms~~Trust ~~and~~Account ~~conditions~~for ~~set~~certain ~~forth~~amounts ~~therein,~~as ~~including~~further ~~consummation~~described ofin ~~the~~Note ~~Business Combination and shareholder approval of an equity plan pursuant to which RSUs would be issued~~1.

On December ~~February 21~~29, ~~2024~~2023, ~~the~~each ~~Board~~Mr. ofWainstein, ~~Directors~~Mr. ~~appointed Oliver~~Cohen, ~~Wiener~~Mr. asSilberman aand ~~director~~Mr. InBaron ~~connection~~executed ~~with~~joinders ~~Mr.~~to ~~Wiener’s~~become ~~appointment,~~a party to the ~~Board~~Letter ~~increased~~Agreement and ~~its~~be ~~size~~bound toby, ~~five~~and ~~(5)~~subject ~~directors.~~to, ~~Mr. Wiener~~all ~~will~~of ~~not~~the ~~receive~~terms ~~compensation~~and conditions of ~~any~~the ~~kind~~Letter ~~for~~Agreement, ~~service~~including to ~~the~~vote ~~Board~~any ~~prior~~Class toB ~~the~~ordinary ~~consummation~~shares and Class A ordinary shares held by each of anthem in favor of the Company’s initial Business Combination. and certain transfer restrictions with respect to the Company’s securities. On ~~February~~December 2129, ~~2024~~2023, the Company entered into letter agreements with each Mr. ~~Wiener~~Silberman, Mr. ~~become~~Baron aand ~~party~~Mr. Lazarus, pursuant to ~~the~~which, ~~Letter~~among ~~Agreement~~other things, ~~and~~the ~~became~~Company ~~bound~~agreed byto grant each of them 50,000, 50,000 and ~~subject~~70,000 RSUs, torespectively, ~~all~~subject ofto the terms and conditions of ~~the~~set ~~Letter~~forth ~~Agreement~~therein, including ~~certain~~consummation ~~transfer~~of ~~restrictions~~the ~~with~~Business ~~respect~~Combination and shareholder approval of an equity plan pursuant to ~~the~~which ~~Company’s~~RSUs ~~securities~~would be issued.

On February 21, 2024, the ~~Company~~Board ~~entered~~of ~~into~~ Directors appointed Oliver Wiener as a ~~letter~~director. ~~agreement~~In connection with Mr. Wiener,’s ~~pursuant to which~~appointment, ~~among~~the Board ~~other~~increased ~~things,~~its ~~the~~size ~~Company~~to ~~agreed~~five to(5) ~~grant~~directors. Mr. Wiener ~~50,000~~will ~~RSUs,~~not receive compensation of any kind for service to ~~be issued~~the ~~after~~Board prior to the consummation of an initial Business Combination. ~~and~~On ~~approval~~February of21, an2024, ~~equity~~Mr. ~~incentive~~Wiener ~~plan~~become bya party to the ~~Company’s~~Letter ~~shareholders~~Agreement, and became bound by, and subject to, all of the terms and conditions ~~set~~of ~~forth~~the ~~therein~~Letter Agreement, including certain transfer restrictions with respect to the Company’s securities.

24On February 21, 2024, the Company entered into a letter agreement with Mr. Wiener, pursuant to which, among other things, the Company agreed to grant Mr. Wiener 50,000 RSUs, to be issued after the consummation of an initial Business Combination and approval of an equity incentive plan by the Company’s shareholders, subject to the terms and conditions set forth therein.

~~Bridge Financing Note~~24

~~On June 26, 2024, Phytanix Bio (“Phytanix”) agreed to loan the Company $1,590,995.12, pursuant to an unsecured non-interest bearing promissory note (the “~~Bridge ~~Financing~~ ~~Note”). The maturity date of the Bridge~~ Financing Note is the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial business combination. The Bridge Financing Note may not be repaid with funds from the trust account that the Company established for the benefit of its public holders. The proceeds from the Bridge Financing Note will be used (i) to pay off certain working capital loans issued by the Company to Fulton AC, (ii) to pay for certain fees and expenses incurred in connection with the transactions contemplated in the Bridge Financing Note and the Company’s initial business combination and (iii) for other general corporate purposes.

AsOn June 26, 2024, Phytanix Bio (“Phytanix”) agreed to loan the Company approximately $1,590,995, pursuant to an unsecured non-interest bearing promissory note (the “Bridge Financing Note”). The maturity date of ~~March~~the 31Bridge Financing Note is the later of (x) June 29, 2025 and ~~December~~(y) ~~31,~~the ~~2024,~~consummation of the Company’s initial business combination. The Bridge ~~outstanding~~Financing ~~balance~~Note ~~under~~may not be repaid with funds from the trust account that the Company established for the benefit of its public holders. The proceeds from the Bridge Financing Note ~~was~~will $1be used (i) to pay off certain working capital loans issued by the Company to Fulton AC,~~023,235~~ (ii) to pay for certain fees and ~~$1,063,235,~~expenses ~~respectively,~~incurred in connection with the ~~accompanying~~transactions ~~balance~~contemplated ~~sheets~~in the Bridge Financing Note and the Company’s initial business combination and (iii) for other general corporate purposes.

~~Business~~For the ~~Combination~~six ~~Agreement~~months ended June 30, 2025, the Company made a principal repayment of $40,000 against the Bridge Financing Note. As of June 30, 2025 and December 31, 2024, the outstanding balance under the Bridge Financing Note was $1,023,235 and $1,063,235, respectively, in the accompanying balance sheets.

On July 22, 2024, the Company, CB Holdings, Inc., a Nevada corporation (“HoldCo”), CB Merger Sub 1, a Cayman Islands exempted company (“CBRG Merger Sub”), Phytanix Bio, a Nevada corporation (the “Phytanix”), and CB Merger Sub 2, Inc., a Nevada corporation (“Phytanix Merger Sub”), entered into a Business ~~Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business~~ Combination Agreement”). As used herein, “New Phytanix” refers to HoldCo after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Business Combination Agreement.

On July 22, 2024, the Company, CB Holdings, Inc., a Nevada corporation (“HoldCo”), CB Merger Sub 1, a Cayman Islands exempted company (“CBRG Merger Sub”), Phytanix Bio, a Nevada corporation (the “Phytanix”), and CB Merger Sub 2, Inc., a Nevada corporation (“Phytanix Merger Sub”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). As used herein, “New Phytanix” refers to HoldCo after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Business Combination Agreement.

~~The~~ Business ~~Combination Agreement and the transactions~~ ~~contemplated thereby were approved by the boards of directors of each of the Company and Phytanix. The Business~~ Combination Agreement ~~provides for, among other things, the consummation of the following transactions (the transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”):~~

~~(i)~~The Business ~~CBRG~~Combination ~~Merger~~Agreement ~~Sub will merge with~~ and ~~into~~ the ~~Company~~transactions ~~(the~~contemplated ~~“CBRG~~thereby ~~Merger”)~~were ~~and~~approved ~~Phytanix~~by ~~Merger Sub will merge with and into Phytanix (~~the ~~“Phytanix~~boards ~~Merger”~~of ~~and,~~directors ~~together~~of ~~with~~each ~~the~~of ~~CBRG Merger,~~ the ~~“Mergers”), with the~~ Company and Phytanix. ~~surviving~~The ~~the~~Business ~~Mergers~~Combination ~~and,~~Agreement ~~after~~provides ~~giving~~for, ~~effect~~among toother ~~such Mergers~~things, ~~each~~the consummation of the ~~Company~~following ~~and~~transactions ~~Phytanix~~(the transactions ~~becoming~~contemplated aby ~~wholly~~the ~~owned~~Business ~~subsidiary~~Combination ofAgreement, ~~HoldCo~~collectively, on the ~~terms and subject to the conditions in the~~ “Business Combination ~~Agreement;~~”):

(iii) ~~(A)~~CBRG ~~each~~Merger ~~issued~~Sub ~~and~~will ~~outstanding~~merge ~~Class~~with Aand ~~ordinary~~into ~~share, par value $0.0001 per share, of~~ the Company (the “CBRG ~~Class A Shares~~Merger”) ~~will~~and bePhytanix ~~automatically~~Merger ~~cancelled,~~Sub ~~extinguished~~will ~~and~~merge ~~converted~~with and into Phytanix (the ~~right~~“Phytanix toMerger” ~~receive one share of common stock~~and, ~~par~~together ~~value~~with ~~$0.0001~~the ~~per~~CBRG ~~share~~Merger, ~~of HoldCo (~~the “~~HoldCo Shares~~Mergers”);, ~~and~~with ~~(B)~~the ~~each~~Company ~~issued~~ and ~~outstanding~~Phytanix ~~Class~~surviving Bthe ~~ordinary~~Mergers ~~share~~and, ~~par~~after ~~value~~giving ~~$0.0001~~effect ~~per~~to ~~share~~such Mergers, each of the Company ~~(the “CBRG Class B Shares”~~ and ~~together~~Phytanix ~~with~~becoming ~~the~~a ~~CBRG~~wholly ~~Class~~owned Asubsidiary ~~Shares,~~of ~~the CBRG Shares)~~HoldCo, ~~will~~on bethe ~~automatically~~terms ~~cancelled, extinguished~~ and ~~converted~~subject ~~into~~to the ~~right~~conditions toin ~~receive~~the ~~one~~Business ~~HoldCo~~Combination ~~Share~~Agreement;

(~~iii~~ii) (A) each issued and outstanding ~~warrant~~Class A ordinary share, par value $0.0001 per share, of the Company (the “CBRG Class A Shares”) will be automatically cancelled, extinguished and converted into the right to ~~purchase~~receive one share of common stock, par value $0.0001 per share, of HoldCo (the “HoldCo Shares”); and (B) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Company (the “CBRG Class B Shares” and together with the CBRG Class A ~~Share~~Shares, the CBRG Shares), will be automatically ~~exchanged~~cancelled, ~~for~~extinguished aand ~~warrant~~converted into the right to ~~purchase~~receive one HoldCo Share; ~~and~~

(iviii) ~~(A)~~ each ~~warrant~~outstanding ~~of Phytanix to purchase Phytanix common stock will be exchanged for a~~ warrant to purchase ~~HoldCo~~one ~~Shares;~~CBRG ~~(B)~~Class ~~each~~A ~~warrant~~Share ~~of Phytanix to purchase Phytanix preferred stock~~ will be automatically exchanged for a warrant to purchase ~~HoldCo~~one ~~preferred stock; (C) all promissory notes of Phytanix issued in connection with its June 2024 financing will be exchanged for~~ HoldCo ~~Series A convertible preferred stock, and any remaining issued and outstanding promissory notes of Phytanix will be automatically and fully cancelled~~Share; ~~(D) each share of preferred stock, par value $0.000000001 per share, of Phytanix (the “Phytanix Preferred Stock”) that is issued~~ and outstanding will be automatically converted into shares of HoldCo preferred stock; and (E) all issued and outstanding shares of Phytanix Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive HoldCo Shares based on the exchange ratio set forth in the Business Combination Agreement.

25(iv) (A) each warrant of Phytanix to purchase Phytanix common stock will be exchanged for a warrant to purchase HoldCo Shares; (B) each warrant of Phytanix to purchase Phytanix preferred stock will be exchanged for a warrant to purchase HoldCo preferred stock; (C) all promissory notes of Phytanix issued in connection with its June 2024 financing will be exchanged for HoldCo Series A convertible preferred stock, and any remaining issued and outstanding promissory notes of Phytanix will be automatically and fully cancelled; (D) each share of preferred stock, par value $0.000000001 per share, of Phytanix (the “Phytanix Preferred Stock”) that is issued and outstanding will be automatically converted into shares of HoldCo preferred stock; and (E) all issued and outstanding shares of Phytanix Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Delaware General Corporation Law, as amended, are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive HoldCo Shares based on the exchange ratio set forth in the Business Combination Agreement.

Prior to the closing of the Business Combination (the “Closing”), (A) HoldCo will file with the Secretary of State of the State of Nevada an amended and restated certificate of incorporation of HoldCo, and (B) the board of directors of HoldCo will approve and adopt amended and restated bylaws of HoldCo, each in a form to be mutually agreed between the Company and Phytanix. Following the Business Combination, HoldCo will change its name to Phytanix, Inc. and will be a publicly listed holding company which is expected to be listed on the Nasdaq Capital Market under the ticker symbol “PHYX.”25

~~Under~~Prior to the ~~terms~~closing of the Business Combination ~~Agreement,~~ (the ~~aggregate~~“Closing”), ~~consideration~~(A) toHoldCo bewill ~~paid~~file inwith the ~~Business~~Secretary ~~Combination~~of isState ~~derived~~of ~~from~~the State of Nevada an ~~equity~~amended ~~value~~and ofrestated ~~$58~~certificate ~~million.~~of Inincorporation ~~addition~~of HoldCo, and (B) the board of directors of HoldCo will ~~issue~~approve ~~17,000~~and ~~shares~~adopt amended and restated bylaws of HoldCo, ~~Series~~each Ain ~~convertible~~a ~~preferred~~form ~~stock~~to be mutually agreed between the Company and ~~issue~~Phytanix. ~~additional~~Following ~~shares~~the ofBusiness Combination, HoldCo ~~preferred~~will ~~stock~~change inits ~~exchange~~name to Phytanix, Inc. and will be a publicly listed holding company which is expected to be listed ~~for~~on ~~certain~~the ~~short~~Nasdaq ~~term~~Capital ~~debt~~Market ~~obligations~~under ofthe ~~Phytanix~~ticker symbol “PHYX.”

~~The Business Combination Agreement contains representations,~~Under ~~warranties~~the ~~and~~terms ~~covenants~~ of ~~each of~~ the ~~parties~~Business ~~thereto~~Combination ~~that are customary for transactions of this type. HoldCo has agreed to take all action as may be necessary or appropriate such that~~Agreement, ~~immediately after~~ the ~~Closing,~~aggregate ~~HoldCo’s~~consideration ~~board of directors will consist of up~~ to ~~seven directors, which shall~~ be ~~divided~~paid ~~into~~in ~~three classes and be comprised of seven individuals determined by~~ the ~~Company,~~Business ~~Fulton AC~~Combination ~~and~~is ~~Phytanix~~derived ~~prior~~from ~~to the effectiveness of the Registration Statement on Form S-4 (the “Registration Statement”), two~~an ofequity ~~which~~value ~~directors shall be designated by Phytanix, in consultation with the Company and Fulton AC, two~~ of ~~which~~$58 ~~directors~~million. ~~shall~~In ~~be designated by Fulton AC~~addition, inHoldCo ~~consultation~~will ~~with~~issue ~~the Company~~17,000 ~~and~~shares ~~three~~ of ~~which~~HoldCo ~~directors~~Series ~~shall~~A beconvertible ~~mutually~~preferred ~~agreed~~stock ~~upon by Fulton AC~~ and ~~Phytanix.~~issue additional Inshares ~~addition, the board~~ of ~~directors of~~ HoldCo ~~will~~preferred ~~adopt~~stock anin ~~equity~~exchange ~~incentive~~for ~~plan~~certain ~~and~~short anterm ~~employee~~debt ~~stock~~obligations ~~purchase plan prior to the closing~~ of ~~the Business Combination~~Phytanix.

The Business ~~obligation~~Combination ofAgreement ~~the~~contains ~~Company~~representations, ~~HoldCo,~~warranties ~~CBRG Merger Sub, Phytanix Merger Sub~~ and ~~Phytanix~~covenants toof ~~consummate~~each of the ~~Business~~parties ~~Combination~~thereto isthat ~~subject~~are ~~to certain~~ customary ~~closing conditions, including,~~for ~~but~~transactions ~~not limited to, (i) the absence~~ of ~~any~~this ~~order,~~type. ~~law~~HoldCo orhas ~~other~~agreed ~~legal~~to ~~restraint~~take orall ~~prohibition~~action ~~issued~~as bymay ~~any~~be ~~court~~necessary ~~of competent jurisdiction~~ or ~~other~~appropriate ~~governmental~~such ~~entity~~that, ofimmediately ~~competent~~after ~~jurisdiction prohibiting or preventing~~ the ~~consummation of the transactions contemplated by~~Closing, ~~the~~HoldCo’s ~~Business~~board ~~Combination~~of ~~Agreement,~~directors ~~(ii)~~will ~~the~~consist ~~effectiveness~~ of ~~the~~up ~~Registration Statement~~ to beseven ~~filed by HoldCo~~directors, inwhich ~~accordance~~shall ~~with~~be ~~the provisions~~divided ofinto ~~the~~three ~~Securities~~classes ~~Act,~~and ~~registering~~be ~~certain~~comprised ~~shares~~ of seven ~~HoldCo~~individuals todetermined beby ~~issued in~~ the ~~Business Combination~~Company, ~~(iii)~~Fulton ~~the~~AC ~~required~~and ~~approval of~~ Phytanix’s ~~stockholders,~~prior ~~(iv)~~to the ~~required~~effectiveness ~~approval~~ of the ~~Company’s~~Registration ~~shareholders,~~Statement ~~(v)~~on ~~HoldCo having at least $5,000,001~~Form ~~of net tangible assets (as determined in accordance with Rule 3a51~~S-~~1(g)(1)~~4 of (the ~~Exchange~~“Registration ~~Act~~Statement”), ~~after~~two ~~giving~~of ~~effect~~which todirectors ~~the~~shall ~~transactions contemplated~~be designated by ~~the~~Phytanix, ~~Business~~in ~~Combination~~consultation ~~Agreement~~with ~~(provided such limitation has not been validly removed from~~ the ~~Second Amended and~~Company ~~Restated~~and ~~Memorandum~~Fulton ~~and~~AC, ~~Articles~~two of ~~Association~~which ~~prior~~directors toshall ~~the~~be ~~Closing~~designated ~~Date), (vi) the approval~~ by ~~Nasdaq~~Fulton ofAC, ~~HoldCo’s initial listing application~~ in ~~connection~~consultation with the ~~Business Combination~~Company, ~~(vii)~~and ~~entry~~three ~~into~~of ~~employment~~which ~~agreements~~directors shall ~~with~~be ~~certain~~mutually ~~key~~agreed ~~Company~~upon ~~executives, (viii)~~by ~~formation~~Fulton ofAC ~~a capital markets~~ and ~~financing~~Phytanix. ~~advisory~~In ~~committee~~addition, ~~made~~the upboard of ~~certain CBRG~~ directors, ~~(ix) assumption or cancellation~~ of ~~certain~~HoldCo ~~existing~~will ~~Phytanix~~adopt ~~and~~an ~~Company~~equity ~~notes,~~incentive plan and ~~(x) entry into~~ an ~~agreement~~employee ~~providing~~stock ~~for~~purchase aplan ~~$100~~prior ~~million~~to ~~equity~~the ~~line~~closing of ~~credit~~the ~~with Keystone~~Business ~~Capital Partners, LLC or its affiliates~~Combination.

The ~~Business Combination Agreement may be terminated~~ ~~under~~obligation ~~certain customary and limited circumstances prior to the closing~~ of the ~~Business Combination~~Company, ~~including~~HoldCo, ~~but~~CBRG ~~not~~Merger ~~limited to~~Sub, ~~(i) by mutual written consent of the Company and~~ Phytanix, ~~(ii)~~Merger bySub ~~the Company if the representations~~ and ~~warranties of~~ Phytanix ~~are not true and correct or if Phytanix fails~~ to ~~perform~~consummate ~~any covenant or agreement set forth in~~ the Business Combination ~~Agreement~~is ~~(including~~subject anto ~~obligation~~certain tocustomary ~~consummate~~closing ~~the~~conditions, ~~Closing)~~including, inbut ~~each~~not ~~case~~limited ~~such that certain conditions~~ to, ~~closing~~(i) ~~cannot be satisfied and~~ the ~~breach~~absence ~~or breaches~~ of ~~such~~any ~~representations~~order, orlaw ~~warranties~~ or ~~the~~other ~~failure~~legal torestraint ~~perform such covenant~~ or ~~agreement, as applicable, are not cured or~~ ~~cannot~~prohibition beissued ~~cured~~by ~~within~~any ~~certain~~court ~~specified~~of ~~time~~competent ~~periods,~~jurisdiction ~~(iii)~~or byother ~~Phytanix~~governmental ifentity ~~the representations and warranties~~ of ~~the~~competent ~~Company~~jurisdiction ~~are~~prohibiting ~~not true and correct~~ or if preventing the ~~Company~~consummation ~~fails~~of tothe ~~perform~~transactions ~~any~~contemplated ~~covenant~~by ~~or agreement set forth in~~ the Business Combination Agreement, (~~including an~~ii) ~~obligation~~the toeffectiveness ~~consummate~~of the ~~Closing),~~Registration inStatement to ~~each~~be ~~case~~filed ~~such~~by ~~that~~HoldCo, ~~certain~~in ~~conditions~~accordance towith ~~closing cannot be satisfied and~~ the ~~breach~~provisions ~~or breaches~~ of ~~such representations or warranties or~~ the ~~failure~~Securities ~~to perform such covenant or agreement~~Act, asregistering ~~applicable,~~certain ~~are~~shares ~~not~~of ~~cured~~HoldCo ~~or cannot~~to be ~~cured~~issued ~~within~~in the ~~certain~~Business ~~specified time periods~~Combination, (iviii) ~~by either~~ the ~~Company or Phytanix if the~~ required ~~approvals~~approval ~~are~~of ~~not obtained from the Company~~Phytanix’s ~~shareholders~~stockholders, ~~after~~(iv) the ~~conclusion~~required ofapproval ~~a meeting~~ of the Company’s ~~shareholders held for such purpose at~~ ~~which such~~ shareholders ~~voted on such approvals~~, (v) byHoldCo ~~either~~having ~~the~~at ~~Company~~least ~~or Phytanix~~$5,000,001 ifof ~~any~~net ~~governmental~~tangible ~~entity~~assets of(as ~~competent~~determined ~~jurisdiction shall~~in ~~have~~accordance ~~issued~~with anRule ~~order~~3a51-1(g)(1) ~~permanently~~of ~~enjoining,~~the Exchange ~~restraining~~Act) orafter ~~otherwise~~giving ~~prohibiting~~effect to the transactions contemplated ~~under~~by the Business Combination Agreement ~~and~~(provided such ~~order~~limitation ~~shall~~has not ~~have~~been ~~become~~validly ~~final~~removed ~~and~~from ~~nonappealable, (vi) by~~ the ~~Company~~Second ifAmended ~~Phytanix~~and ~~does~~Restated ~~not~~Memorandum ~~deliver,~~and ~~or cause~~Articles toof beAssociation ~~delivered~~prior to the ~~Company~~Closing Date), (vi) the ~~written~~approval ~~consent~~by Nasdaq of ~~the~~HoldCo’s ~~requisite~~initial ~~shareholders~~listing ofapplication ~~Phytanix~~in ~~adopting~~connection ~~and~~with ~~approving~~ the Business Combination, ~~and~~(vii) ~~such~~entry ~~failure~~into isemployment agreements ~~not~~with ~~cured~~certain ~~within~~key ~~specified~~Company ~~time periods~~executives, ~~and~~ (~~vii~~viii) byformation ~~either~~of ~~the~~a ~~Company~~capital ormarkets ~~Phytanix~~and iffinancing ~~the~~advisory ~~transactions contemplated~~committee bymade ~~the~~up ~~Business~~of ~~Combination~~certain CBRG ~~Agreement~~directors, ~~have~~(ix) ~~not~~assumption ~~been~~or ~~consummated~~cancellation onof orcertain ~~prior~~existing toPhytanix ~~the~~and ~~last~~Company ~~deadline~~notes, ~~for~~and ~~the~~(x) ~~Company~~entry tointo ~~consummate~~an agreement providing ~~its~~for ~~initial~~a ~~business~~$100 ~~combination~~million ~~pursuant~~equity toline ~~the~~of ~~Second~~credit ~~Amended~~with ~~and~~Keystone ~~Restated~~Capital ~~Memorandum~~Partners, ~~and~~LLC ~~Articles~~or ofits ~~Association~~affiliates.

26The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by mutual written consent of the Company and Phytanix, (ii) by the Company if the representations and warranties of Phytanix are not true and correct or if Phytanix fails to perform any covenant or agreement set forth in the Business Combination Agreement (including an obligation to consummate the Closing), in each case such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by Phytanix if the representations and warranties of the Company are not true and correct or if the Company fails to perform any covenant or agreement set forth in the Business Combination Agreement (including an obligation to consummate the Closing), in each case such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either the Company or Phytanix if the required approvals are not obtained from the Company’s shareholders after the conclusion of a meeting of the Company’s shareholders held for such purpose at which such shareholders voted on such approvals, (v) by either the Company or Phytanix, if any governmental entity of competent jurisdiction shall have issued an order permanently enjoining, restraining or otherwise prohibiting the transactions contemplated under the Business Combination Agreement and such order shall have become final and nonappealable, (vi) by the Company if Phytanix does not deliver, or cause to be delivered to the Company the written consent of the requisite shareholders of Phytanix adopting and approving the Business Combination and such failure is not cured within specified time periods, and (vii) by either the Company or Phytanix if the transactions contemplated by the Business Combination Agreement have not been consummated on or prior to the last deadline for the Company to consummate its initial business combination pursuant to the Second Amended and Restated Memorandum and Articles of Association.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except in the case of a willful and material breach or fraud and for customary obligations that survive the termination thereof (such as confidentiality obligations).26

~~The~~If the ~~Company~~Business ~~and~~Combination ~~Phytanix~~Agreement ~~have~~is ~~mutually~~validly ~~agreed~~terminated, none of the parties to ~~terminate~~ the Business Combination Agreement ~~and,~~will onhave ~~April~~any 7,liability or ~~2025,~~any further obligation under the ~~Company~~Business ~~and~~Combination ~~Phyantix~~Agreement, ~~entered~~except ~~into~~in the case of a ~~Termination~~willful ~~Agreement,~~and ~~which~~material breach or fraud and ~~immediately~~for ~~terminated~~customary ~~the~~obligations ~~Business~~that ~~Combination~~survive ~~Agreement~~the termination thereof (~~the~~such ~~“Termination~~as ~~Agreement”~~confidentiality obligations).

~~Sponsor~~The Company ~~Letter~~and Phytanix have mutually agreed to terminate the Business Combination Agreement and, on April 7, 2025, the Company and Phyantix entered into a Termination Agreement, which immediately terminated the Business Combination Agreement (the “Termination Agreement”).

~~Concurrently with the execution of the Business Combination Agreement, the Company and Fulton AC, entered into a letter agreement (the “~~Sponsor Letter Agreement”), pursuant to which, among other things, (i) Fulton AC agreed to vote its Class B Ordinary Shares in favor of each of the transaction proposals to be voted upon at the meeting of the Company’s shareholders, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) Fulton AC agreed to waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B Ordinary Shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), and (iii) Fulton AC agreed to be bound by certain transfer restrictions with respect to his, her or its shares in the Company prior to the Closing.

Concurrently with the execution of the Business Combination Agreement, the Company ~~Stockholder~~and ~~Transaction~~Fulton ~~Support~~AC, entered into a letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, (i) Fulton AC agreed to vote its Class B Ordinary Shares in favor of each of the transaction proposals to be voted upon at the meeting of the Company’s shareholders, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) Fulton AC agreed to waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B Ordinary Shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), and (iii) Fulton AC agreed to be bound by certain transfer restrictions with respect to his, her or its shares in the Company prior to the Closing.

~~Pursuant to the Business Combination Agreement,~~Company ~~certain~~Stockholder ~~stockholders of Phytanix entered into transaction support agreements (collectively, the “Company~~ Transaction Support Agreements”) with the Company and Phytanix, pursuant to which such stockholders of Phytanix agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain covenants and agreements related to the Business Combination.

~~Investor~~Pursuant to ~~Rights~~the Business Combination Agreement, certain stockholders of Phytanix entered into transaction support agreements (collectively, the “Company Transaction Support Agreements”) with the Company and Phytanix, pursuant to which such stockholders of Phytanix agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain covenants and agreements related to the Business Combination.

~~Concurrently with the execution of the Business Combination Agreement, the Company, HoldCo, Fulton AC, and certain Phytanix stockholders entered into an investor rights agreement (the “~~Investor ~~Rights Agreement”) pursuant to which, among other things, Fulton AC, and certain Phytanix stockholders will be~~ ~~granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor~~ Rights Agreement, the shares of HoldCo beneficially owned or owned of record by Fulton AC, certain officers and directors of the Company and HoldCo (including any shares of HoldCo issued pursuant to the Business Combination Agreement) will be subject to a lock-up period beginning on the date the Closing occurs (the “Closing Date”) until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date if a lock up party is an independent director) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of HoldCo Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date.

~~Note~~Concurrently with 7the —execution ~~Shareholders’~~of ~~Deficit~~the Business Combination Agreement, the Company, HoldCo, Fulton AC, and certain Phytanix stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, Fulton AC, and certain Phytanix stockholders will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of HoldCo beneficially owned or owned of record by Fulton AC, certain officers and directors of the Company and HoldCo (including any shares of HoldCo issued pursuant to the Business Combination Agreement) will be subject to a lock-up period beginning on the date the Closing occurs (the “Closing Date”) until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date if a lock up party is an independent director) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of HoldCo Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date.

~~Preference~~Note 7 ~~Shares~~ — ~~The Company~~ ~~is authorized to issue 1,000,000 preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company~~Shareholders’s ~~board of directors. As of March 31, 2025 and December 31, 2024, there were no preference shares issued or outstanding.~~Deficit

~~Class~~Preference Shares ~~A ordinary shares~~ — The Company is authorized to issue ~~479~~1,000,000 ~~Class~~preference ~~A ordinary~~ shares, ~~with a~~ par value of $0.0001 per share., ~~Holders~~with ~~of the Company’s~~such ~~Class A ordinary shares are entitled to one vote for each share. As of March 31~~designations, ~~2025~~voting and ~~December~~other ~~31,~~rights ~~2024,~~and ~~there~~preferences ~~were~~as ~~455,736~~may ~~redeemable Class~~be Adetermined ~~ordinary~~from ~~shares~~time ~~outstanding,~~to ~~all~~time ofby ~~which were classified as temporary equity in~~ the ~~accompanying~~Company’s ~~balance~~board ~~sheets,~~of ~~respectively~~directors. As of ~~March~~June 3130, 2025 and December 31, 2024, there were ~~2,559,000~~no ~~nonredeemable~~preference ~~Class A ordinary~~ shares ~~outstanding~~issued ~~which~~or ~~were classified as permanent equity in the accompanying balance sheet~~outstanding.

27Class A ordinary shares — The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2025 and December 31, 2024, there were 455,736 redeemable Class A ordinary shares outstanding, all of which were classified as temporary equity in the accompanying balance sheets, respectively. As of June 30, 2025 and December 31, 2024, there were 2,559,000 nonredeemable Class A ordinary shares outstanding which were classified as permanent equity in the accompanying balance sheet.

Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of March 31, 2025 and December 31, 2024, there were 3,191,000 Class B ordinary shares issued and outstanding.27

Class ~~A and Class~~ B ordinary ~~shareholders~~shares of— ~~record are~~The ~~entitled~~Company tois ~~one~~authorized ~~vote for each share held on all matters~~ to beissue ~~voted on by shareholders. Except as described below~~20,000,000 ~~holders of~~ Class A ~~ordinary shares and holders of Class~~ B ordinary shares ~~will~~with ~~vote together as~~ a ~~single~~par ~~class~~value ~~on all matters submitted to a vote~~ of ~~the shareholders except as required by law~~$0.0001 ~~Prior to the initial Business Combination, only holders of the Class B ordinary shares will have~~per ~~the right to vote on the appointment of directors~~share. ~~Holders~~As of ~~the~~June ~~Public~~30, ~~Shares~~2025 ~~will~~and ~~not~~December be31, ~~entitled to vote on the appointment of directors during such time. In addition~~2024, ~~prior~~there towere ~~the completion of an initial Business Combination~~3,191,000 ~~holders of a majority of the~~ Class B ordinary shares may remove a member of the board of directors for any reason. The provisions of the Second Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two-thirds of the issued and outstanding ~~Class B ordinary shares~~.

~~The~~Class A and Class B ordinary ~~shares~~shareholders ~~will~~of ~~automatically convert~~record ~~into~~are ~~Class~~entitled Ato ~~ordinary~~one ~~shares~~vote onfor ~~the~~each ~~first~~share ~~business~~held ~~day~~on ~~following~~all ~~the~~matters ~~consummation~~to ofbe ~~the~~voted ~~initial~~on ~~Business~~by ~~Combination at a ratio~~shareholders. ~~such~~Except ~~that~~as ~~the~~described ~~number~~below, holders of Class A ordinary shares ~~issuable~~and ~~upon~~holders ~~conversion~~ of ~~all~~ Class B ordinary shares will ~~equal,~~vote intogether ~~the~~as ~~aggregate,~~a single class on anall ~~as-converted~~matters ~~basis,~~submitted ~~20%~~to ofa ~~the~~vote ~~sum~~ of ~~(i)~~ the ~~total~~shareholders ~~number~~except ofas ~~ordinary~~required ~~shares~~by ~~issued~~law. ~~and~~Prior ~~outstanding~~to ~~upon~~ the ~~consummation~~initial ofBusiness ~~the Initial Public Offering~~Combination, ~~plus~~only ~~the sum~~ holders of the ~~total number of~~ Class AB ordinary shares ~~issued~~will orhave ~~deemed~~the ~~issued~~right orto ~~issuable~~vote ~~upon~~on ~~conversion or~~the ~~exercise~~appointment of ~~any~~directors. ~~equity-linked~~Holders ~~securities~~of orthe ~~rights~~Public ~~issued~~Shares orwill ~~deemed~~not ~~issued,~~be entitled byto vote on the ~~Company~~appointment inof ~~connection~~directors ~~with~~during orsuch intime. ~~relation~~In addition, prior to the ~~consummation~~ completion of ~~the~~an initial Business Combination, holders ~~(net~~ of ~~any~~a ~~redemptions~~majority of ~~Class~~the ~~A ordinary shares by Public Shareholders), excluding any~~ Class AB ordinary shares ormay ~~equity-linked~~remove ~~securities~~a ~~exercisable~~member ~~for~~of ~~or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in~~ the ~~initial~~board ~~Business~~of ~~Combination,~~directors ~~and~~for any ~~Forward~~reason. ~~Purchase~~The ~~Securities~~provisions ~~and any Private Placement Warrants~~of ~~issued~~the toSecond ~~Fulton~~Amended ~~AC, CBG or CB Co-Investment, former~~ and ~~current~~Restated ~~officers~~Memorandum and ~~directors~~Articles of Association governing the ~~Company~~appointment or ~~any~~removal of ~~their~~directors ~~affiliates~~prior ~~upon conversion~~to of the initial ~~Convertible~~Business ~~Note~~Combination ~~and~~may ~~Working~~only ~~Capital~~be ~~Loans.~~amended Inby noa ~~event~~special ~~will~~resolution ~~the~~passed ~~Class~~by Bholders ~~ordinary~~representing ~~shares convert into Class A ordinary shares~~ at aleast ~~rate~~two-thirds of ~~less~~the ~~than~~issued and ~~one-to-one.~~outstanding ~~The~~Class ~~Forward~~B ~~Purchase~~ordinary ~~Securities were terminated effective as of December 29, 2023~~shares.

~~Waiver~~The Class ofB ~~$100,000~~ordinary ~~dissolution~~shares ~~expense~~will ~~pursuant~~automatically convert into Class A ordinary shares on the first business day following the consummation toof ~~Dissolution~~the ~~Expense~~initial ~~Reimbursement~~Business ~~Agreement~~Combination –at Ina ~~connection~~ratio ~~with~~such that the ~~Dissolution~~number ~~Expense~~of ~~Reimbursement~~Class ~~Agreement,~~A ~~Fulton~~ordinary shares issuable upon conversion of all Class ~~agreed~~B toordinary ~~reimburse~~shares will equal, in the ~~Trust~~aggregate, ~~Account~~on upan toas-converted ~~$100~~basis,~~000~~ to20% ~~pay~~of ~~dissolution~~the ~~expenses~~sum ifof (i) the total number of ordinary shares issued and ~~when~~outstanding upon the ~~Company~~consummation isof ~~dissolved.~~the ~~The~~Initial ~~amount~~Public Offering, plus the sum of the total number of Class A ordinary shares issued ~~such~~or ~~reimbursements~~deemed ~~will~~issued beor ~~included~~issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the ~~amount~~consummation ~~distributable~~of ~~holders~~the initial Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares ofor equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the ~~Company~~initial ~~entitled~~Business Combination, and any Forward Purchase Securities and any Private Placement Warrants issued to ~~participate~~Fulton AC, CBG or CB Co-Investment, former and current officers and directors of the ~~liquidation~~Company or any of their affiliates upon conversion of the ~~Trust~~Convertible ~~Account~~Note and Working Capital Loans. AsIn ano ~~result,~~event will the ~~Company~~Class B ~~recognized~~ordinary ~~$100,000~~shares asconvert into Class A ordinary shares at a ~~decrease~~rate toof ~~additional~~less ~~paid~~than one-into-one. ~~capital~~The Forward Purchase Securities were terminated effective as of December 29, 2023.

~~Note~~Waiver of 8$100,000 ~~—Warrants~~dissolution expense pursuant to Dissolution Expense Reimbursement Agreement – In connection with the Dissolution Expense Reimbursement Agreement, Fulton agreed to reimburse the Trust Account up to $100,000 to pay dissolution expenses if and when the Company is dissolved. The amount of such reimbursements will be included in the amount distributable holders of Class A ordinary shares of the Company entitled to participate the liquidation of the Trust Account. As a result, the Company recognized $100,000 as a decrease to additional paid-in capital.

~~As of March 31, 2025 and December 31, 2024, the~~Note ~~Company~~8 ~~had 11,500,000 Public~~ —Warrants ~~and 10,550,000 Private Placement Warrants outstanding.~~

~~Public Warrants may only be exercised for a whole~~As ~~number~~ of ~~shares.~~June ~~No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a)~~ 30, ~~days after~~2025 ~~the completion of a Business Combination~~ and ~~(b) 12 months~~ ~~from~~December the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered31, ~~qualified or exempt from registration under the securities~~2024, ~~or blue sky, laws of~~ the ~~state of residence of the holder (or the~~ Company ~~permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than~~had ~~20 business days after the closing of the initial Business Combination~~11, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed500, ~~as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the~~000 ~~60th~~Public ~~day~~Warrants ~~after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement~~ and ~~during any period when the Company will have failed to maintain an effective registration statement~~ 10, ~~exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above~~550,000 ifPrivate ~~the~~Placement Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants ~~who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company~~ will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not availableoutstanding.

28Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to Franklin, CBG, CB Co-Investment and each other holder of Class B ordinary shares upon the consummation of the Initial Public Offering or their affiliates, without taking into account any Class B ordinary shares held by CBG, CB Co-Investment and each other holder of Class B ordinary shares upon the consummation of the Initial Public Offering or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price See “— Redemption of warrants for cash when the price per class A ordinary share equals or exceeds $18.00” and “— Redemption of warrants for Class A ordinary shares when the price per class A ordinary share equals or exceeds $10.00” as described below).28

The warrants ~~Private~~have ~~Placement~~an ~~Warrants~~exercise ~~are~~price ~~identical~~of $11.50 per share, subject to ~~the~~ ~~Public~~adjustments, ~~Warrants~~and ~~underlying~~will ~~the~~expire ~~Units~~five ~~sold~~years inafter the ~~Initial~~completion ~~Public~~of ~~Offering~~a Business Combination or earlier upon redemption or liquidation. In addition, ~~except~~if (ix) ~~that~~ the ~~Private~~Company ~~Placement~~issues ~~Warrants~~additional ~~and the~~ Class A ordinary shares ~~issuable~~or ~~upon~~equity-linked securities ~~exercise~~for ofcapital raising purposes in connection with the ~~Private~~closing ~~Placement~~of ~~Warrants~~the ~~will~~initial ~~not~~Business beCombination ~~transferable,~~at ~~assignable~~an orissue ~~salable~~price ~~until 30 days~~or effective ~~after~~issue ~~the~~price ~~completion~~ of aless ~~Business~~than ~~Combination,~~$9.20 per ~~subject~~Class toA ~~certain~~ordinary ~~limited~~share ~~exceptions,~~ (~~ii)~~with ~~except~~such asissue ~~described~~price ~~below,~~or ~~the~~effective ~~Private~~issue ~~Placement Warrants~~price ~~will~~to be ~~non-redeemable~~determined soin ~~long~~good faith asby ~~they~~the ~~are~~Board ~~held~~and, byin ~~Fulton~~the ACcase of any such issuance to Franklin, CBG, CB Co-Investment orand ~~their~~each ~~respective~~other ~~permitted~~holder ~~transferees~~of Class B ordinary ~~and~~shares ~~(iii)~~upon ~~Fulton~~the ACconsummation of the Initial Public Offering or their affiliates, without taking into account any Class B ordinary shares held by CBG, CB Co-Investment orand ~~their~~each ~~respective~~other ~~permitted~~holder ~~transferees~~of ~~will~~Class ~~have~~B ordinary shares upon the ~~option~~consummation of the Initial Public Offering or such affiliates, as applicable, prior to ~~exercise~~such issuance including any transfer or reissuance of such shares) (the ~~Private~~“Newly ~~Placement~~Issued ~~Warrants~~Price”), on(y) athe ~~cashless~~aggregate ~~basis~~gross proceeds from such issuances represent more than 60% of the total equity proceeds, and ~~have~~interest thereon, ~~certain~~available ~~registration~~for ~~rights.~~the Iffunding of the ~~Private~~initial ~~Placement~~Business ~~Warrants~~Combination ~~are~~on ~~held~~the bydate ~~someone~~of ~~other~~the ~~than~~consummation ~~Fulton~~of the initial Business Combination ~~AC,~~(net ~~CBG~~of redemptions), CBand Co(z) the volume weighted average trading price of Class A ordinary shares during the 10-~~Investment~~trading orday ~~their~~period ~~respective~~starting on ~~permitted~~the ~~transferees~~trading day prior to the day on which the Company consummates its initial Business Combination (such price, the ~~Private~~“Market Value”) ~~Placement~~is ~~Warrants~~below $9.20 per share, then the exercise price of the warrants will be ~~redeemable~~adjusted by(to the ~~Company~~nearest cent) to be equal into 115% ~~all~~of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption ~~scenarios~~trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and ~~exercisable~~the byNewly ~~such~~Issued ~~holders~~Price on(and the ~~same~~$10.00 per ~~basis~~share asredemption trigger price will be adjusted (to the ~~Public~~nearest ~~Warrants~~cent) to be equal to the higher of the Market Value and the Newly Issued Price See “— Redemption of warrants for cash when the price per class A ordinary share equals or exceeds $18.00” and “— Redemption of warrants for Class A ordinary shares when the price per class A ordinary share equals or exceeds $10.00” as described below).

~~Redemption~~The Private ofPlacement ~~warrant~~Warrants ~~when~~are identical to the ~~price~~Public ~~per~~Warrants underlying the Units sold in the Initial Public Offering, except (i) ~~share~~that ofthe Private Placement Warrants and the Class A ordinary shares ~~equals~~issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or ~~exceeds~~salable ~~$18~~until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by Fulton AC, CBG, CB Co-Investment or their respective permitted transferees and (iii) Fulton AC, CBG, CB Co-Investment or their respective permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights.~~00.~~ If ~~Once~~the ~~warrants~~Private ~~become~~Placement ~~exercisable~~Warrants are held by someone other than Fulton AC, CBG, CB Co-Investment or their respective permitted transferees, the Private Placement Warrants will be redeemable by the Company ~~may~~in ~~redeem~~all redemption scenarios and exercisable by such holders on the ~~outstanding~~same ~~warrants~~basis ~~for~~as ~~cash:~~the Public Warrants.

●Redemption of inwarrant ~~whole~~when ~~and~~the ~~not~~price inper ~~part;~~share of Class A ordinary shares equals or exceeds $18.00. Once warrants become exercisable, the Company may redeem the outstanding warrants for cash:

● atin awhole ~~price~~and ofnot ~~$0.01~~in ~~per warrant~~part;

● ~~upon~~at a ~~minimum~~price of 30$0.01 ~~days’~~per ~~prior written notice of redemption to each~~ warrant ~~holder; and~~;

● ~~if,~~upon ~~and~~a ~~only~~minimum ~~if, the closing price~~ of ~~Class~~30 ~~A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading~~ days’ ~~within a 30-trading day period ending on the third trading day~~ prior towritten ~~the date on which the Company sends the~~ notice of redemption to ~~the~~each warrant ~~holders~~holder; ~~(the “Reference Value”).~~and

~~Redemption~~● ofif, ~~warrants~~and ~~when~~only if, the closing price ~~per share~~ of Class A ordinary shares equals or exceeds $1018.00. ~~Once~~per ~~the~~share ~~warrants~~(as ~~become~~adjusted ~~exercisable~~for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company ~~may~~sends ~~redeem~~the notice of redemption to the ~~outstanding warrants:~~warrant holders (the “Reference Value”).

●Redemption of inwarrants ~~whole~~when ~~and~~the ~~not~~price inper ~~part;~~share of Class A ordinary shares equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

● atin ~~$0.10~~whole ~~per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption~~ and ~~receive~~not ~~that~~in ~~number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair value” of Class A ordinary shares~~part;

● ~~if,~~at ~~and~~$0.10 ~~only~~per ~~if,~~warrant ~~the~~upon ~~closing~~a ~~price~~minimum of ~~Class~~30 Adays’ ~~ordinary~~prior ~~shares~~written ~~equals~~notice orof ~~exceeds~~redemption ~~$10.00~~provided ~~per~~that ~~Public~~holders ~~Share~~will ~~(as~~be ~~adjusted~~able ~~per~~to ~~share~~exercise ~~subdivisions,~~their ~~share~~warrants ~~dividends,~~on ~~reorganizations,~~a ~~recapitalizations~~cashless basis prior to redemption and ~~the~~receive ~~like)~~that ~~for~~number ~~any~~of 20Class ~~trading~~A ~~days~~ordinary ~~within~~shares ~~the~~to ~~30-trading~~be ~~day~~determined ~~period~~by ~~ending~~reference ~~three~~to ~~trading~~an ~~days~~agreed ~~before~~table based on the ~~Company~~redemption ~~sends~~date and the ~~notice~~“fair value” of ~~redemption~~Class toA ~~the~~ordinary ~~warrant holders~~shares; ~~and~~

29● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

The “fair value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).29

InThe “fair novalue” ~~event~~of ~~will~~Class ~~the~~A ~~Company~~ordinary beshares ~~required~~for tothe ~~net cash~~above ~~settle~~purpose ~~any~~shall ~~warrant.~~mean If the ~~Company~~volume isweighted ~~unable~~average toprice ~~complete~~of aClass ~~Business~~A ~~Combination~~ordinary shares ~~prior~~during tothe ~~November~~10 ~~15,~~trading ~~2024~~days ~~and~~immediately ~~the~~following ~~Company liquidates~~ the ~~funds~~date ~~held~~on inwhich the ~~Trust~~notice ~~Account, holders~~ of ~~warrants~~redemption ~~will~~is ~~not~~sent ~~receive~~to ~~any~~the holders of ~~such~~warrants. In ~~funds~~no ~~with~~event ~~respect~~will tothe ~~their~~ warrants, ~~nor~~be ~~will they~~exercisable ~~receive~~on ~~any~~a ~~distribution~~cashless ~~from~~basis ~~the~~in ~~Company’s~~connection ~~assets~~with ~~held~~this ~~outside~~redemption offeature ~~the~~for ~~Trust~~more ~~Account~~than ~~with~~0.361 ~~the~~Class A ~~respect~~ordinary toshares ~~such~~per ~~warrants.~~warrant ~~Accordingly, the~~(subject ~~warrants~~to ~~may expire worthless~~adjustment).

OnIn no ~~December~~event ~~29,~~will ~~2023,~~the inCompany ~~connection~~be ~~with~~required ~~the~~to ~~Securities Purchase~~net ~~Agreement,~~cash CBsettle ~~Co-Investment~~any ~~irrevocably~~warrant. ~~agreed~~If tothe ~~convert~~Company ~~the~~is ~~$1.15~~unable ~~million~~to ~~loan~~complete bya CBBusiness ~~Co-Investment~~Combination prior to November 15, 2024 and the Company ~~into~~liquidates ~~contingently issuable~~the ~~Private~~funds ~~Placement~~held ~~Warrants.~~in ~~Upon~~the ~~consummation~~Trust Account, holders of awarrants ~~Business~~will ~~Combination,~~not ~~805,000,~~receive ~~273,431~~any ~~and~~of 71such funds with respect to their warrants,~~569~~ ofnor will they receive any distribution from the ~~contingently~~Company’s ~~issuable Private~~assets ~~Placement~~held ~~Warrants~~outside ~~will~~of bethe ~~issued~~Trust Account with the respect to ~~Fulton~~such ACwarrants. Accordingly, ~~CBG~~the ~~and~~warrants CBmay ~~Co-Investment,~~expire ~~respectively~~worthless.

~~Note~~On December 929, ~~—Fair~~2023, ~~Value~~in ~~Measurements~~connection with the Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert the $1.15 million loan by CB Co-Investment to the Company into contingently issuable Private Placement Warrants. Upon consummation of a Business Combination, 805,000, 273,431 and 71,569 of the contingently issuable Private Placement Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively.

~~The following table presents information about~~Note ~~the~~9 ~~Company’s~~—Fair ~~assets~~Value and liabilities that are measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.Measurements

The following ~~carrying~~table ~~amounts~~presents ofinformation ~~prepaid~~about ~~expenses,~~the ~~accounts payable,~~Company’s ~~accrued~~assets ~~expenses~~ and ~~accrued~~liabilities ~~expense-related~~that ~~party~~are ~~approximate~~measured ~~their~~at fair ~~values~~value ~~due~~on toa ~~their~~recurring basis ~~short~~as ~~term~~of ~~maturities~~June 30, 2025 and December 31, 2024 and indicates the ~~nature~~ fair value hierarchy of ~~these~~the ~~instruments~~valuation techniques that the Company utilized to determine such fair value.

~~March~~The 31carrying amounts of prepaid expenses, ~~2025~~accounts payable, accrued expenses and accrued expense-related party approximate their fair values due to their short term maturities and the nature of these instruments.

	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	5,354,147	$	—	$	—
Liabilities:
Contingently issuable private placement warrants	$	—	$	14,375	$	—
Derivative liabilities- Public Warrants	$	143,750	$	—	$	—
Derivative liabilities- Private Placement Warrants	$	—	$	131,880	$	—

June 30, 2025

December 31, 2024

	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	5,423,696	$	—	$	—
Liabilities:
Contingently issuable private placement warrants	$	—	$	1,725	$	—
Derivative liabilities- Public Warrants	$	17,250	$	—	$	—
Derivative liabilities- Private Placement Warrants	$	—	$	15,830	$	—

	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	5,285,060	$	—	$	—
Liabilities:
Contingently issuable private placement warrants	$	—	$	4,600	$	—
Derivative liabilities- Public Warrants	$	46,000	$	—	$	—
Derivative liabilities- Private Placement Warrants	$	—	$	42,200	$	—

December 31, 2024

	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	5,285,060	$	—	$	—
Liabilities:
Contingently issuable private placement warrants	$	—	$	4,600	$	—
Derivative liabilities- Public Warrants	$	46,000	$	—	$	—
Derivative liabilities- Private Placement Warrants	$	—	$	42,200	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in December 2021. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement in January 2022, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers between levels of the hierarchy for the three and six months ended ~~March~~ 31June 30, 2025.

Level 1 assets consists of investments in U.S. treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The initial estimated fair value as of November 15, 2021, of the Public Warrants, the Private Placement Warrants, and the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation, determined using Level 3 inputs. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. As of ~~March~~June 3130, 2025 and December 31, 2024, the fair value of Private Placement Warrants and the contingently issuable Private Placement Warrants were determined based on the quoted price of the Public Warrants.

The following table provides quantitative information regarding Level 2 fair value measurements inputs at March 31, 2025 measurement date for contingently issuable Private Placement Warrants and Private Placement Warrants:30

Exercise price	$	11.50
Stock price	$	11.39
Term (years)		5.67
Volatility		6.0	%
Risk-free rate		3.93	%
Dividend yield		0.0	%

The following table provides quantitative information regarding Level 2 fair value measurements inputs at June 30, 2025 measurement date for contingently issuable Private Placement Warrants and Private Placement Warrants:

The following table provides quantitative information regarding Level 2 fair value measurements inputs at December 31, 2024 measurement date for contingently issuable Private Placement Warrants and Private Placement Warrants:

Exercise price	$	11.50
Stock price	$	11.39
Term (years)		5.67
Volatility		6.0	%
Risk-free rate		3.93	%
Dividend yield		0.0	%

Exercise price	$	11.50
Stock price	$	11.02
Term (years)		5.58
Volatility		6.0	%
Risk-free rate		4.31	%
Dividend yield		0.0	%

The change in the fair value of the derivative liabilities – public and private placement warrants measured using Level 3 inputs for the three months ended March 31, 2025 and 2024, is summarized as follows:

Exercise price	$	11.50
Stock price	$	11.02
Term (years)		5.58
Volatility		6.0	%
Risk-free rate		4.31	%
Dividend yield		0.0	%

Derivative liabilities – public and private placement warrants at December 31, 2024	$	88,200
Change in fair value of derivative warrant liabilities - public and Private Placement Warrants		187,430
Derivative liabilities – public and private placement warrants at March 31, 2025	$	275,630

The change in the fair value of the derivative liabilities – public and private placement warrants measured using Level 3 inputs for the three and six months ended June 30, 2025 and 2024, is summarized as follows:

Derivative liabilities – public and private placement warrants at December 31, 2023	$	112,460
Derivative liabilities – public and private placement warrants at December 31, 2024	$	88,200
Change in fair value of derivative warrant liabilities - public and Private Placement Warrants		~~990~~187,~~040~~430
Derivative liabilities – public and private placement warrants at March 31, 2024	$	1,102,500
Derivative liabilities – public and private placement warrants at March 31, 2025		275,630
Change in fair value of derivative warrant liabilities - public and Private Placement Warrants		(242,550	)
Derivative liabilities – public and private placement warrants at June 30, 2025	$	33,080

The change in the fair value of the Contingently issuable private placement warrants measured using Level 3 inputs for the three months ended March 31, 2025 and 2024, is summarized as follows:

Derivative liabilities – public and private placement warrants at December 31, 2023	$	112,460
Change in fair value of derivative warrant liabilities - public and Private Placement Warrants		990,040
Derivative liabilities – public and private placement warrants at March 31, 2024		1,102,500
Change in fair value of derivative warrant liabilities - public and Private Placement Warrants		—
Derivative liabilities – public and private placement warrants at June 30, 2024	$	1,102,500

Contingently issuable private placement warrants at December 31, 2024	$	4,600
Change in fair value of contingently issuable private placement warrants		9,775
Contingently issuable private placement warrants at March 31, 2025	$	14,375

The change in the fair value of the Contingently issuable private placement warrants measured using Level 3 inputs for the three and six months ended June 30, 2025 and 2024, is summarized as follows:

Contingently issuable private placement warrants at December 31, 2023	$	5,865
Contingently issuable private placement warrants at December 31, 2024	$	4,600
Change in fair value of contingently issuable private placement warrants		519,~~635~~775
Contingently issuable private placement warrants at March 31, 2024	$	57,500
Contingently issuable private placement warrants at March 31, 2025		14,375
Change in fair value of contingently issuable private placement warrants		(12,650	)
Contingently issuable private placement warrants at June 30, 2025	$	1,725

Contingently issuable private placement warrants at December 31, 2023	$	5,865
Change in fair value of contingently issuable private placement warrants		51,635
Contingently issuable private placement warrants at March 31, 2024		57,500
Change in fair value of contingently issuable private placement warrants		—
Contingently issuable private placement warrants at June 30, 2024	$	57,500

~~NOTE 10 — Segment Information~~31

~~ASC Topic 280, “~~Note 10 — Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.Information

~~The~~ASC Topic ~~Company’s~~280, “Segment ~~chief~~Reporting,” ~~operating~~establishes ~~decision~~standards ~~maker has~~for ~~been~~companies ~~identified~~to asreport ~~the~~in ~~Chief~~their ~~Executive~~financial ~~Officer~~statement ~~(“CODM”)~~information about operating segments, ~~who~~products, ~~reviews~~services, ~~the~~geographic ~~operating~~areas, ~~results~~and ~~for~~major ~~the~~customers. Operating ~~Company~~segments asare adefined ~~whole~~as components toof ~~make~~an ~~decisions~~enterprise ~~about~~for ~~allocating~~which ~~resources~~separate ~~and~~financial ~~assessing~~information ~~financial~~is ~~performance.~~available ~~Accordingly,~~that ~~management~~is ~~has~~regularly ~~determined~~evaluated ~~that~~by the Company’s chief operating ~~only~~decision ~~has~~maker, ~~one~~or ~~operating~~group, ~~segment~~in deciding how to allocate resources and assess performance.

~~When evaluating the~~ The Company’s ~~performance and~~chief ~~making~~operating ~~key~~decision ~~decisions~~maker ~~regarding~~has ~~resource~~been ~~allocation~~identified as the Chief Executive Officer (“CODM”), who reviews ~~several~~the operating ~~key~~results ~~metrics~~for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management ~~which~~has ~~include~~determined that the ~~following:~~Company only has one operating segment.

	For the Three Months Ended March 31, 2025		For the Three Months Ended March 31, 2024
General and administrative expenses	$	221,850	$	540,056
Interest earned on the Trust Account	$	55,415	$	343,520

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

The key measures of segment profit or loss reviewed by our CODM are interest earned on the Trust Account and general and administrative expenses. The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2025		2024		2025		2024
General and administrative expenses	$	305,283	$	593,365	$	527,133	$	1,133,421
Interest earned on the Trust Account	$	55,876	$	145,729	$	111,291	$	489,249

~~Note~~The key 11measures —of ~~Income~~segment ~~Tax~~profit or loss reviewed by our CODM are interest earned on the Trust Account and general and administrative expenses. The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

~~ASC Topic 740 accounts for income taxes requiring~~Note an11 ~~asset~~— ~~and~~Income liability approach to financial accounting and reporting for income taxes including the parameters for the recognition of deferred tax assets and liabilities. The Company is exempt from Cayman Islands as well as US taxation. Accordingly, there is no reported tax provision nor any net deferred tax asset or liability position in the accompanying financial statements.Tax

~~Note~~ASC Topic 12740 —accounts ~~Subsequent~~for ~~Events~~income taxes requiring an asset and liability approach to financial accounting and reporting for income taxes including the parameters for the recognition of deferred tax assets and liabilities. The Company is exempt from Cayman Islands as well as US taxation. Accordingly, there is no reported tax provision nor any net deferred tax asset or liability position in the accompanying financial statements.

~~The Company has evaluated subsequent events and~~Note ~~transactions~~12 ~~that~~— ~~occurred~~Subsequent up to the date the financial statements were issued. Except for the identified below, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the financial statements.Events

The Company has evaluated subsequent events and ~~Phytanix~~transactions ~~have~~that ~~mutually~~occurred ~~agreed~~up to ~~terminate~~ the ~~Business~~date ~~Combinaiton~~the ~~Agreement~~financial ~~and,~~statements onwere ~~April~~issued. 7,Except ~~2025~~for the identified below, the Company ~~and~~did ~~Phyantix~~not ~~entered~~identify ~~into~~any asubsequent ~~Termination Agreement~~events, ~~which immediately~~that ~~terminated~~would ~~the~~have ~~Business~~required ~~Combination~~adjustment ~~Agreement~~or ~~(the~~disclosure ~~“Termination~~in ~~Agreement”)~~the financial statements.

On August ~~May 15~~11, 2025 ~~and June 16~~, ~~2025,~~ the Sponsor contributed approximately $~~9,115 and $~~4,557, ~~respectively,~~ into the Company’s Trust Account to extend the life of the Company ~~through~~ ~~July~~through August 15, 2025.

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

References to the “Company,” “Chain Bridge I,” “our,” “us” or “we” refer to Chain Bridge I. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed interim financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks uncertainties and assumptions about us that may cause our actual result levels of activity performance or achievements to be materially different from any future results, levels of activity performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Liquidity and Going Concern

As of ~~March~~June 3130, 2025, we had cash of $172,~~565~~856 and a working capital deficit of $1,~~146~~257,~~045~~022.

Our liquidity needs up to December 29, 2023 had been satisfied through the cash receipt of $25,000 from CBG and CB Co-Investment to cover for certain expenses on behalf of the Company in exchange for issuance of founder shares, a loan from the related party of approximately $244,000 under the Note (as defined herein) which was repaid in full on November 17, 2021, the net proceeds from the consummation of the Initial Public Offering, over-allotment, the Private Placement held outside of the trust account and the issuance of the convertible notes. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). In connection with the consummation of the transactions contemplated by the Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert the $1.15 million loan (the “Conversion Amount”) by CB Co-Investment to the Company at a conversion price of $1.00 per warrant, or 1,150,000 warrants. As of ~~March~~June 3130, 2025, the fair value of converted loan was $141,~~375~~725 which is included in contingently issuable private placement warrants on the accompanying balance sheet ~~as of March 31, 2025~~.

The Company has until November 15, 2025 to consummate an initial Business Combination. If the Company has not consummated a Business Combination, the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem Public Shares; and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

In connection with our assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 15, 2025. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Results of Operations

Our entire activity since inception up to ~~March~~June 3130, 2025 was in preparation for our Initial Public Offering and since the closing of the Initial Public Offering, the search for a prospective Business Combination. We will not generate any operating revenues until the closing and completion of our initial Business Combination, at the earliest.

For the three months ended ~~March~~ 31June 30, 2025, we had a net ~~loss~~income of approximately $~~363~~5,~~640~~800, which consisted of ~~general and administrative expenses of approximately $192,000 and general and administrative expenses to related party of $30,000, offset by~~ investment income on the Trust Account of approximately $5556,000, gain from the change in fair value of derivative liabilities of approximately $~~187~~242,000 and gain from the change in fair value of contingently issuable private placement warrants of approximately $913,~~800~~000, offset by general and administrative expenses of approximately $275,000 and general and administrative expenses to related party of $30,000.

For the three months ended ~~March~~ 31June 30, 2024, we had a net loss of approximately $~~1.2 million~~448,000, which consisted of loss from the change in fair value of derivative liabilities of approximately $1.0 million, loss from change in fair value of contingently issuable private placement warrants of approximately $52,000, and general and administrative expenses of approximately $~~510~~563,000 and general and administrative expenses to related party of $30,000, offset by investment income on the Trust Account of approximately $~~344~~146,000.

~~Contractual~~For the ~~Obligations~~six months ended June 30, 2025, we had a net loss of approximately $358,000, which consisted of general and administrative expenses of approximately $467,000 and general and administrative expenses to related party of $60,000, offset by investment income on the Trust Account of approximately $111,000, gain from the change in fair value of derivative liabilities of approximately $55,000 and gain from the change in fair value of contingently issuable private placement warrants of approximately $3,000.

~~Registration~~For the ~~Rights~~six months ended June 30, 2024, we had a net loss of approximately $1.7 million, which consisted of loss from the change in fair value of derivative liabilities of approximately $1.0 million, loss from change in fair value of contingently issuable private placement warrants of approximately $52,000, and ~~Shareholder~~general ~~Rights~~and administrative expenses of approximately $1.1 million and general and administrative expenses to related party of $60,000, offset by investment income on the Trust Account of approximately $489,000.

~~The holders of Class B ordinary~~Contractual shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Class B ordinary shares), were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Obligations

~~Critical~~Registration Rights ~~Accounting~~and ~~Policies~~Shareholder Rights

~~Derivative~~The holders ~~Financial~~of ~~Instruments~~Class B ordinary shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Class B ordinary shares), were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~We do not use derivative instruments~~Critical toAccounting hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.Policies

~~The 22,050,000 warrants that~~Derivative ~~were~~Financial issued in connection with the Initial Public Offering (including the 11,500,000 warrants included in the Units and the 10,550,000 Private Placement Warrants) and the 4,000,000 Forward Purchase Securities, were recognized as derivative liabilities in accordance with ASC Topic 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Forward Purchase Securities, Public Warrants and the Private Placement Warrants were initially measured using a Monte Carlo simulation. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such Public Warrants. On December 26, 2023, in connection with the Securities Purchase Agreement, the Forward Purchase Securities were terminated and the Convertible Note was converted into contingently issuable private placement warrants. As of March 31, 2025 and December 31, 2024, the fair value of Private Placement Warrants was determined based on the quoted price of the Public Warrants.Instruments

34We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~Class~~The 22,050,000 Awarrants ~~Ordinary~~that ~~Shares~~were ~~Subject~~issued in connection with the Initial Public Offering (including the 11,500,000 warrants included in the Units and the 10,550,000 Private Placement Warrants) and the 4,000,000 Forward Purchase Securities, were recognized as derivative liabilities in accordance with ASC Topic 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to ~~Possible~~fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date ~~Redemption~~until exercised. The fair value of the Forward Purchase Securities, Public Warrants and the Private Placement Warrants were initially measured using a Monte Carlo simulation. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such Public Warrants. On December 26, 2023, in connection with the Securities Purchase Agreement, the Forward Purchase Securities were terminated and the Convertible Note was converted into contingently issuable private placement warrants. As of June 30, 2025 and December 31, 2024, the fair value of Private Placement Warrants was determined based on the quoted price of the Public Warrants.

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2025 and December 31, 2024, 455,736 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets, respectively.34

~~We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the~~ Class A ~~ordinary~~Ordinary ~~shares~~Shares ~~subject~~Subject to ~~possible~~Possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.Redemption

~~Net~~We account ~~Income~~for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (~~Loss~~if any) ~~Per~~are ~~Share~~classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2025 and December 31, 2024, 455,736 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets, respectively.

We recognize ~~comply~~changes ~~with~~in ~~accounting and~~redemption ~~disclosure~~value ~~requirements~~immediately ofas ~~ASC~~they ~~Topic~~occur ~~260.~~and Weadjusts ~~have~~the ~~two~~carrying ~~classes~~value of the Class A ordinary shares, ~~which~~subject to ~~are~~possible ~~referred~~redemption to asequal ~~Class~~the Aredemption ~~ordinary~~value ~~shares~~at ~~and~~the ~~Class B~~end ~~ordinary~~of ~~shares~~each reporting period. ~~Income~~This ~~and~~method ~~losses~~would ~~are~~view ~~shared~~the ~~pro~~end ~~rata~~of ~~between~~the reporting period as if it were also the ~~two~~redemption ~~classes~~date offor ~~shares~~the security. ~~Net~~Effective ~~income~~with ~~per~~the ~~ordinary~~closing ~~share~~of isthe ~~calculated~~Initial Public Offering (including byexercise ~~dividing~~of the ~~net~~over-allotment ~~income~~option), bywe recognized the ~~weighted~~accretion ~~average~~from ~~shares~~initial ofbook ~~ordinary~~value ~~shares~~to ~~outstanding~~redemption ~~for~~amount, which resulted in charges against additional paid-in capital (to the ~~respective~~extent ~~period~~available) and accumulated deficit.

~~The calculation of diluted~~Net ~~net~~Income ~~income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering~~ (~~including the consummation of the over-allotment~~Loss) ~~and~~Per the Private Placement Warrants to purchase an aggregate of 23,200,000 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three months ended March 31, 2025 and March 31, 2024. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.Share

We comply ~~have~~with ~~considered~~accounting ~~the~~and ~~effect~~ disclosure requirements of ~~Class~~ASC BTopic ~~ordinary~~260. ~~shares~~We ~~that~~have ~~were~~two ~~excluded~~classes ~~from~~of ~~weighted~~shares, ~~average~~which ~~number~~are referred to as ~~they~~Class ~~were~~A ordinary ~~contingent~~shares onand ~~the~~Class ~~exercise~~B ofordinary ~~over-allotment option~~shares. byIncome ~~the~~and ~~underwriters.~~losses ~~Since~~are ~~the~~shared ~~contingency~~pro ~~was~~rata ~~satisfied,~~between wethe ~~have~~two ~~included~~classes ~~these~~of shares. inNet ~~the~~income ~~weighted~~(loss) per ~~average~~ordinary ~~number~~share asis ofcalculated ~~the beginning~~by ofdividing the ~~period~~net toincome ~~determine~~(loss) by the ~~dilutive~~weighted ~~impact~~average shares of ~~these~~ordinary shares outstanding for the respective period.

35The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 23,200,000 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three and six months ended June 30, 2025 and June 30, 2024. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

~~Recent~~We have ~~Accounting~~considered ~~Pronouncements~~the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, we have included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares.

In June 2022, the FASB issued ASU 2022-03, ASC Topic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC Topic 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The adoption of ASU 2023-09 did not have a material impact on the Company’s financial statements and disclosures.35

~~In December 2023, the FASB~~Recent ~~issued~~Accounting ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.Pronouncements

In June ~~November 2023~~2022, the FASB issued ~~ASU 2023-07, Segment~~ ~~Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this~~ ASU ~~require~~ ~~disclosures~~2022-03, onASC anTopic ~~annual~~820 ~~and~~“Fair ~~interim~~Value ~~basis,~~Measurement of ~~significant~~Equity ~~segment~~Securities ~~expenses~~Subject ~~that are regularly provided~~ to ~~the~~Contractual ~~chief operating officer decision maker (“CODM~~Sale Restrictions”),. asThe ~~well~~ASU asamends ~~the~~ASC ~~aggregate~~Topic ~~amount~~820 ofto ~~other~~clarify ~~segment items included in the reported measure of segment profit or loss. The ASU requires~~ that a ~~public~~contractual ~~entity~~sales ~~disclose~~restriction ~~the~~is ~~title~~not ~~and~~considered ~~position~~in ofmeasuring ~~the CODM and~~ an ~~explanation~~equity security ofat ~~how~~fair ~~the~~value ~~CODM~~and ~~uses~~to ~~the~~introduce ~~reported~~new ~~measure(s)~~disclosure ofrequirements ~~segment~~for ~~profit~~equity orsecurities ~~loss~~subject into ~~assessing~~contractual ~~segment~~sale ~~performance~~restrictions ~~and deciding~~that ~~how~~are tomeasured ~~allocate~~at ~~resources~~fair value. ~~Public~~The ~~entities~~ASU ~~will~~applies ~~be required~~ to ~~provide~~both ~~all~~holders ~~annual~~and ~~disclosures~~issuers ~~currently~~of ~~required~~equity ~~by Topic 280 in interim periods,~~ and ~~entities~~equity-linked ~~with~~securities ameasured ~~single~~at ~~reportable~~fair ~~segment~~value. The ~~are~~amendments ~~required~~in tothis ~~provide~~ASU ~~all~~are ~~the~~effective ~~disclosures~~for ~~required by~~ the ~~amendments in~~Company ~~this ASU and existing segment disclosures~~ in ~~Topic 280. This ASU is effective for~~ fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. ~~beginning~~Early ~~after~~adoption ~~December~~is ~~15,~~permitted ~~2024,~~for ~~with~~both ~~early~~interim ~~adoption~~and ~~permitted.~~annual ~~The Company~~financial ~~adopted~~statements ~~ASU~~that ~~2023-07~~have onnot ~~January~~yet 1,been ~~2024~~issued or made available for issuance. The ~~amendments~~adoption ~~will~~of beASU ~~applied~~2023-09 ~~retrospectively~~did tonot ~~all~~have ~~prior~~a ~~period~~material ~~presented~~impact inon the Company’s financial statements and disclosures.

~~Management~~In December ~~does~~2023, ~~not~~the ~~believe~~FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires ~~that~~disclosure ~~any~~of ~~other~~incremental ~~recently~~income ~~issued~~tax information within the rate reconciliation and expanded disclosures of income taxes paid, ~~but~~among other ~~not~~disclosure ~~yet~~requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, ~~accounting~~2025. ~~standards~~Early ifadoption ~~currently~~is ~~adopted~~permitted. The ~~would~~Company’s management does not believe the adoption of ASU 2023-09 will have a material ~~effect~~impact on ~~the accompanying~~its financial statements and disclosures.

~~Off~~In November 2023, the FASB issued ASU 2023-~~Balance~~07, Segment ~~Sheet~~Reporting (Topic 280): ~~Arrangements~~Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on January 1, 2024. The amendments will be applied retrospectively to all prior period presented in the financial statements.

AsManagement does ofnot ~~March~~believe ~~31,~~that ~~2025~~any other recently issued, webut ~~did~~ not ~~have~~yet ~~any~~effective, ~~off-balance~~accounting ~~sheet~~standards ~~arrangements~~if ascurrently ~~defined~~adopted inwould ~~Item~~have ~~303(~~a~~)(4)(ii)~~ ofmaterial effect ~~Regulation~~on ~~S-K~~the accompanying financial statements.

~~JOBS~~Off-Balance Sheet ~~Act~~Arrangements

~~The~~As of ~~JOBS~~June ~~Act contains provisions that~~30, ~~among other things~~2025, ~~relax~~we ~~certain~~did ~~reporting~~not ~~requirements~~have ~~for~~any ~~qualifying~~off-balance ~~public~~sheet ~~companies.~~arrangements ~~We qualify~~ as andefined ~~“emerging~~in ~~growth company”~~Item ~~and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private~~ 303(~~not publicly traded~~a)(4)(ii) ~~companies. We are electing to delay the adoption~~ of ~~new~~Regulation ~~or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non~~S- ~~emerging growth companies~~K. ~~As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.~~

~~Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the~~ JOBS ~~Act. Subject to certain~~ ~~conditions set forth in the JOBS~~ Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

~~Item~~The JOBS 3Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. ~~Quantitative~~We qualify as an “emerging growth company” and ~~Qualitative~~under ~~Disclosures~~the ~~About~~JOBS ~~Market~~Act ~~Risk~~are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non- emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

~~Not~~Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required ~~for~~to, ~~smaller~~among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

36Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Item~~Not required 4.for ~~Controls~~smaller ~~and~~reporting ~~Procedures~~companies.

~~Evaluation of Disclosure Controls and Procedures~~36

~~Disclosure controls and procedures~~Item ~~are~~4. ~~designed~~Controls ~~to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,~~ and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.Procedures

~~Under the supervision and~~Evaluation ~~with the participation~~ of ~~our~~Disclosure ~~management,~~Controls ~~including our principal executive officer~~ and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of March 31, 2025, our disclosure controls and procedures were not effective because of a material weakness in our internal control over financial reporting related to the adequate review and reconciliation of its liabilities and prepaid expenses.Procedures

~~In light of this material~~Disclosure ~~weakness,~~controls weand ~~performed~~procedures ~~additional~~are ~~analysis~~designed ~~as deemed necessary~~ to ensure that ~~our~~information ~~financial~~required ~~statements~~to ~~were~~be ~~prepared~~disclosed by us in ~~accordance~~our ~~with U.S.~~Exchange ~~generally~~Act ~~accepted~~reports ~~accounting~~is ~~principles.~~recorded, processed, ~~Accordingly~~summarized, ~~management~~and ~~believes~~reported ~~that~~within the ~~financial~~time ~~statements~~periods ~~included~~specified in ~~this~~the ~~Quarterly~~SEC’s rules and forms, and that such information is ~~Report~~accumulated ~~present~~and ~~fairly~~communicated into ~~all~~our ~~material~~management, ~~respects~~including our principal executive officer and principal financial ~~position,~~officer ~~results~~or ofpersons performing ~~operations~~similar ~~and~~functions, ~~cash~~as ~~flows~~appropriate ~~for~~to ~~the~~allow ~~period~~timely ~~presented~~decisions regarding required disclosure.

~~Management has undertaken~~Under ~~remediation~~the ~~steps~~supervision toand ~~address~~with the ~~material~~participation ~~weakness~~of our management, including ~~increasing~~our ~~management~~principal ~~review~~executive ~~processes~~officer ~~over~~and ~~liabilities.~~principal ~~This~~financial ~~remediation~~officer, iswe conducted an ~~ongoing~~evaluation ~~process~~of the effectiveness of our disclosure controls and ~~there~~procedures ~~can~~as beof noJune ~~assurance~~30, ~~that~~2025, itas ~~will~~such ~~effectively~~term ~~address~~is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of June 30, 2025, our disclosure controls and procedures were not effective because of a material ~~weaknesses~~weakness in our internal control over financial reporting related to the adequate review and reconciliation of its liabilities and prepaid expenses.

~~Internal~~In light ~~Control~~of ~~over~~this ~~Financial~~material ~~Reporting~~weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management ~~is responsible~~ ~~for~~has ~~establishing~~undertaken ~~and~~remediation ~~maintaining~~steps ~~adequate~~to ~~internal~~address ~~control over financial reporting for~~ the ~~Company.~~material ~~Management~~weakness, ~~assessed~~including ~~the~~increasing ~~effectiveness of~~management ~~our~~review ~~internal~~processes ~~control~~ over ~~financial reporting as of March 31, 2025 based on the framework in Internal Control – Integrated Framework~~liabilities. ~~(2013)~~This ~~issued~~remediation byis ~~the~~an ~~Committee~~ongoing ofprocess ~~Sponsoring~~and ~~Organizations~~there ofcan ~~the~~be ~~Treadway~~no ~~Commission.~~assurance ~~Based on its assessment, management concluded~~ that ~~our~~it ~~internal~~will ~~control~~effectively ~~over~~address ~~financial~~the ~~reporting~~material ~~was not effective as of March 31, 2025~~weaknesses.

~~Changes in~~ Internal Control over Financial Reporting

~~Except~~Management is asresponsible ~~described~~for ~~above,~~establishing ~~there~~and ~~were~~maintaining noadequate ~~changes to our~~ internal control over financial reporting ~~that~~for ~~occurred~~the ~~during~~Company. Management assessed the effectiveness of our ~~fiscal~~internal ~~quarter~~control ~~ended~~over ~~March~~financial 31reporting as of June 30, 2025 ~~that~~based ~~have~~on ~~materially~~the ~~affected~~framework in Internal Control – orIntegrated ~~are~~Framework ~~reasonably~~(2013) ~~likely~~issued toby ~~materially~~the ~~affect~~Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that our internal control over financial reporting was not effective as of June 30, 2025.

37Changes in Internal Control over Financial Reporting

~~PART II —~~Except as ~~OTHER~~described ~~INFORMATION~~above, there were no changes to our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2025 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

~~Item 1. Legal Proceedings~~37

~~None.~~PART II — OTHER INFORMATION

Item 1A 1. Legal ~~Risk Factors~~Proceedings

Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q include the risk factors described in our Annual Report on Form 10-K filed with the SEC on June 20, 2025None. You should review the risk factors described in our Annual Report on Form 10-K filed with the SEC on June 20, 2025 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report on Form 10-Q. If any of the risks described in our Annual Report on Form 10-K filed with the SEC on June 20, 2025 actually occur, our business, financial condition and results of operations could be adversely affected.

Item 2 1A. Risk ~~Unregistered Sales of Equity Securities and Use of Proceeds~~Factors

~~None~~Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q include the risk factors described in our Annual Report on Form 10-K filed with the SEC on June 20, 2025. You should review the risk factors described in our Annual Report on Form 10-K filed with the SEC on June 20, 2025 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report on Form 10-Q. If any of the risks described in our Annual Report on Form 10-K filed with the SEC on June 20, 2025 actually occur, our business, financial condition and results of operations could be adversely affected.

Item 3 2. Unregistered ~~Defaults~~Sales ~~Upon~~of ~~Senior~~Equity Securities and Use of Proceeds

None.

Item 4 3. Defaults ~~Mine~~Upon ~~Safety~~Senior ~~Disclosures~~Securities

None.

Item 5 4. Mine ~~Other~~Safety ~~Information~~Disclosures

None.

38Item 5. Other Information

~~Item 6~~None. ~~Exhibits.~~

Exhibit Number		Description
3.1		Third Amended and Restated Memorandum and Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Form 8-K filed on November 19, 2024).
10.1		Termination Agreement by and between Chain Bridge I and Phytanix Bio, dated April 7, 2025 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on April 10, 2025 (File No. 001-41047)).
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.*
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.*
32.1+		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*
32.2+		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed or furnished herewith.
+	These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 6. Exhibits.

Exhibit Number		Description
10.1		Termination Agreement by and between Chain Bridge I and Phytanix Bio, dated April 7, 2025 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on April 10, 2025 (File No. 001-41047)).

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.*

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.*

32.1+		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*

32.2+		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

*	Filed or furnished herewith.
+	These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 15th day of July, 2025.39

~~Chain Bridge I By: /s/ Andrew Cohen Name: Andrew Cohen Title: Chief Executive Officer By: /s/ Andrew Kucharchuk Name: Andrew Kucharchuk Title: Chief Financial Officer~~SIGNATURES

40Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 14th day of August 2025.

NONE 0001845149 false Q1 --12-31 0001845149 2025-01-01 2025-03-31 0001845149 us-gaap:CommonClassAMember 2025-07-11 0001845149 us-gaap:CommonClassBMember 2025-07-11 0001845149 2025-03-31 0001845149 2024-12-31 0001845149 us-gaap:RelatedPartyMember 2025-03-31 0001845149 us-gaap:RelatedPartyMember 2024-12-31 0001845149 cbrrf:CommonClassaSubjectToRedemptionMember 2025-03-31 0001845149 cbrrf:CommonClassaSubjectToRedemptionMember 2024-12-31 0001845149 us-gaap:CommonClassAMember 2025-03-31 0001845149 us-gaap:CommonClassAMember 2024-12-31 0001845149 us-gaap:CommonClassBMember 2025-03-31 0001845149 us-gaap:CommonClassBMember 2024-12-31 0001845149 2024-01-01 2024-03-31 0001845149 cbrrf:RedeemableSharesMember 2025-01-01 2025-03-31 0001845149 cbrrf:RedeemableSharesMember 2024-01-01 2024-03-31 0001845149 cbrrf:NonredeemableSharesMember 2025-01-01 2025-03-31 0001845149 cbrrf:NonredeemableSharesMember 2024-01-01 2024-03-31 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-12-31 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-12-31 0001845149 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001845149 us-gaap:RetainedEarningsMember 2024-12-31 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001845149 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001845149 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-03-31 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-03-31 0001845149 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001845149 us-gaap:RetainedEarningsMember 2025-03-31 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-12-31 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-12-31 0001845149 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001845149 us-gaap:RetainedEarningsMember 2023-12-31 0001845149 2023-12-31 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001845149 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001845149 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-03-31 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-03-31 0001845149 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001845149 us-gaap:RetainedEarningsMember 2024-03-31 0001845149 2024-03-31 0001845149 us-gaap:IPOMember 2021-11-15 2021-11-15 0001845149 us-gaap:OverAllotmentOptionMember 2021-11-15 2021-11-15 0001845149 us-gaap:IPOMember 2021-11-15 0001845149 us-gaap:WarrantMember us-gaap:IPOMember 2021-11-15 2021-11-15 0001845149 cbrrf:PrivatePlacementWarrantsMember cbrrf:SponsorMember us-gaap:PrivatePlacementMember 2021-11-15 0001845149 cbrrf:PrivatePlacementWarrantsMember cbrrf:SponsorMember us-gaap:PrivatePlacementMember 2021-11-15 2021-11-15 0001845149 cbrrf:CbCoInvestmentMember 2021-11-15 0001845149 cbrrf:AdditionalConvertibleNoteRelatedPartyMember cbrrf:SponsorMember 2022-11-16 0001845149 cbrrf:CbCoInvestmentMember cbrrf:PrivatePlacementWarrantsMember 2022-11-16 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:IPOMember 2025-01-01 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:IPOMember 2025-03-31 0001845149 srt:DirectorMember us-gaap:RestrictedStockUnitsRSUMember 2022-10-13 2022-10-13 0001845149 cbrrf:NonRedemptionAgreementsMember 2023-05-10 2023-05-10 0001845149 us-gaap:CommonStockMember cbrrf:NonRedemptionAgreementsMember 2025-03-31 0001845149 cbrrf:NonRedemptionAgreementsMember 2025-03-31 0001845149 cbrrf:CommonClassaSubjectToRedemptionMember 2025-01-01 2025-03-31 0001845149 us-gaap:WarrantMember 2023-06-13 0001845149 cbrrf:WarrantNoticeMember 2023-06-13 0001845149 srt:ChiefFinancialOfficerMember us-gaap:RestrictedStockUnitsRSUMember 2023-06-14 2023-06-14 0001845149 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember us-gaap:CommonClassBMember 2023-12-29 2023-12-29 0001845149 us-gaap:CommonClassAMember cbrrf:SecuritiesPurchaseAgreementMember cbrrf:FultonAcMember 2023-12-29 0001845149 cbrrf:CbCoInvestmentMember 2023-12-29 2023-12-29 0001845149 cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:FultonAcMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:CbgMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:CbCoInvestmentMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:UnsecuredNonInterestBearingConvertiblePromissoryNoteMember cbrrf:FultonAcMember 2023-12-29 0001845149 cbrrf:FultonAcMember 2023-12-29 2023-12-29 0001845149 cbrrf:UnsecuredNonInterestBearingConvertiblePromissoryNoteMember 2024-05-09 2024-05-09 0001845149 cbrrf:MrSilbermanMember us-gaap:RestrictedStockUnitsRSUMember 2023-12-29 2023-12-29 0001845149 cbrrf:MrBaronMember us-gaap:RestrictedStockUnitsRSUMember 2023-12-29 2023-12-29 0001845149 cbrrf:MrLazarusMember us-gaap:RestrictedStockUnitsRSUMember 2023-12-29 2023-12-29 0001845149 srt:DirectorMember us-gaap:RestrictedStockUnitsRSUMember 2024-02-21 2024-02-21 0001845149 cbrrf:BusinessCombinationExtendedTerminationDateMember 2025-02-15 2025-02-15 0001845149 cbrrf:BusinessCombinationExtendedTerminationDateMember us-gaap:CommonClassBMember 2025-03-31 0001845149 cbrrf:BusinessCombinationExtendedTerminationDateMember us-gaap:CommonClassAMember 2025-03-31 0001845149 cbrrf:BusinessCombinationExtendedTerminationDateMember us-gaap:CommonClassAMember 2025-01-01 2025-03-31 0001845149 cbrrf:FultonAcMember 2024-02-16 2024-02-16 0001845149 cbrrf:FultonAcMember 2024-05-16 2024-05-16 0001845149 cbrrf:ChainBridgeGroupAndCbCoInvestmentMember us-gaap:CommonClassBMember 2023-12-29 2023-12-29 0001845149 cbrrf:ChainBridgeGroupAndCbCoInvestmentMember us-gaap:CommonClassAMember 2023-12-29 2023-12-29 0001845149 cbrrf:ChainBridgeGroupAndCbCoInvestmentMember us-gaap:CommonClassAMember 2025-03-31 0001845149 cbrrf:ChainBridgeGroupAndCbCoInvestmentMember us-gaap:CommonClassBMember 2025-03-31 0001845149 cbrrf:GeneralMeetingMember us-gaap:CommonClassAMember 2025-01-01 2025-03-31 0001845149 cbrrf:FultonAcMember 2024-11-16 0001845149 us-gaap:TrustForBenefitOfEmployeesMember 2024-12-16 0001845149 srt:MaximumMember 2025-03-31 0001845149 srt:MinimumMember us-gaap:CommonClassAMember 2025-03-31 0001845149 srt:ChiefFinancialOfficerMember us-gaap:RestrictedStockUnitsRSUMember 2024-04-01 2024-04-01 0001845149 2024-10-29 2024-10-29 0001845149 us-gaap:CommonClassAMember 2024-11-11 2024-11-11 0001845149 cbrrf:BackstopInvestorSharesMember us-gaap:CommonClassAMember 2025-01-01 2025-03-31 0001845149 us-gaap:CommonClassAMember 2025-01-01 2025-03-31 0001845149 us-gaap:CommonClassAMember 2024-11-14 2024-11-14 0001845149 2024-11-14 2024-11-14 0001845149 us-gaap:IPOMember 2025-01-01 2025-03-31 0001845149 us-gaap:IPOMember 2025-03-31 0001845149 2025-01-16 2025-01-16 0001845149 2025-02-14 2025-02-14 0001845149 2025-03-17 2025-03-17 0001845149 srt:ScenarioForecastMember 2025-05-15 2025-05-15 0001845149 srt:ScenarioForecastMember 2025-06-16 2025-06-16 0001845149 cbrrf:SponsorMember 2025-01-01 2025-03-31 0001845149 cbrrf:CbCoInvestmentMember us-gaap:IPOMember 2025-01-01 2025-03-31 0001845149 cbrrf:WorkingCapitalLoansWarrantMember 2024-12-29 0001845149 cbrrf:UnsecuredNonInterestBearingConvertiblePromissoryNoteMember 2025-03-31 0001845149 cbrrf:UnsecuredNonInterestBearingConvertiblePromissoryNoteMember 2024-12-31 0001845149 cbrrf:BridgeFinancingNotesMember 2024-06-26 0001845149 srt:ScenarioForecastMember 2025-11-15 2025-11-15 0001845149 cbrrf:PublicWarrantsMember 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember 2025-03-31 0001845149 cbrrf:ForwardPurchaseSecuritiesMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2025-03-31 0001845149 cbrrf:TrustAccountMember us-gaap:CommonClassAMember 2025-01-01 2025-03-31 0001845149 us-gaap:CommonClassAMember 2024-02-07 2024-02-07 0001845149 cbrrf:TrustAccountMember us-gaap:CommonClassAMember 2024-02-07 2024-02-07 0001845149 cbrrf:TrustAccountMember us-gaap:CommonClassAMember 2024-11-14 2024-11-14 0001845149 us-gaap:CommonClassAMember us-gaap:IPOMember 2025-01-01 2025-03-31 0001845149 cbrrf:PublicWarrantsMember us-gaap:CommonClassAMember us-gaap:IPOMember 2025-01-01 2025-03-31 0001845149 cbrrf:PublicWarrantsMember us-gaap:CommonClassAMember us-gaap:IPOMember 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2025-03-31 0001845149 cbrrf:ChainBridgeGroupAndCbCoInvestmentMember cbrrf:FounderShareMember cbrrf:CbCoInvestmentMember us-gaap:CommonClassBMember 2021-02-03 2021-02-03 0001845149 cbrrf:FounderShareMember us-gaap:CommonClassBMember 2021-02-03 2021-02-03 0001845149 cbrrf:ChainBridgeGroupMember cbrrf:FounderShareMember cbrrf:SponsorMember us-gaap:CommonClassBMember 2021-02-03 2021-02-03 0001845149 cbrrf:CbCoInvestmentMember cbrrf:FounderShareMember us-gaap:CommonClassBMember 2021-02-03 2021-02-03 0001845149 cbrrf:CbCoInvestmentMember cbrrf:FounderShareMember us-gaap:CommonClassBMember 2021-04-09 2021-04-09 0001845149 cbrrf:ChainBridgeGroupMember cbrrf:FounderShareMember cbrrf:SponsorMember us-gaap:CommonClassBMember 2021-10-01 2021-10-01 0001845149 cbrrf:CbCoInvestmentMember cbrrf:FounderShareMember us-gaap:RelatedPartyMember us-gaap:CommonClassBMember 2021-10-01 2021-10-01 0001845149 cbrrf:ChainBridgeGroupMember cbrrf:FounderShareMember cbrrf:SponsorMember us-gaap:CommonClassBMember 2021-11-09 2021-11-09 0001845149 cbrrf:ChainBridgeGroupMember cbrrf:FounderShareMember cbrrf:SponsorMember us-gaap:CommonClassBMember 2021-11-09 0001845149 cbrrf:CbCoInvestmentMember cbrrf:FounderShareMember us-gaap:RelatedPartyMember us-gaap:CommonClassBMember 2021-11-09 0001845149 2024-01-01 2024-12-31 0001845149 cbrrf:ChainBridgeGroupAndCbCoInvestmentMember cbrrf:FounderShareMember us-gaap:CommonClassBMember 2025-03-31 0001845149 cbrrf:FounderShareMember us-gaap:CommonClassBMember 2025-01-01 2025-03-31 0001845149 cbrrf:FounderShareMember us-gaap:CommonClassBMember 2021-11-15 0001845149 cbrrf:ChainBridgeGroupMember us-gaap:CommonClassBMember 2023-12-29 2023-12-29 0001845149 cbrrf:CbCoInvestmentMember cbrrf:ConvertibleNoteRelatedPartyMember us-gaap:RelatedPartyMember 2025-01-01 2025-03-31 0001845149 cbrrf:CbCoInvestmentMember cbrrf:ConvertibleNoteRelatedPartyMember us-gaap:RelatedPartyMember 2025-03-31 0001845149 cbrrf:ChainBridgeGroupMember cbrrf:AdditionalConvertibleNoteRelatedPartyMember cbrrf:SponsorMember 2022-11-16 0001845149 cbrrf:ChainBridgeGroupMember cbrrf:PrivatePlacementWarrantsMember cbrrf:AdditionalConvertibleNoteRelatedPartyMember us-gaap:RelatedPartyMember 2022-11-16 0001845149 cbrrf:CbCoInvestmentMember 2025-01-01 2025-03-31 0001845149 cbrrf:CbCoInvestmentMember cbrrf:AdditionalConvertibleNoteRelatedPartyMember 2025-03-31 0001845149 cbrrf:CbCoInvestmentMember cbrrf:ConvertibleNoteRelatedPartyMember 2025-01-01 2025-03-31 0001845149 cbrrf:FultonAcMember 2025-01-01 2025-03-31 0001845149 cbrrf:ChainBridgeGroupMember 2025-01-01 2025-03-31 0001845149 cbrrf:FultonAcMember 2023-12-29 0001845149 cbrrf:FultonAcMember 2023-12-29 2023-12-29 0001845149 cbrrf:ExchangeNoteMember 2025-03-31 0001845149 cbrrf:ExchangeNoteMember 2024-12-31 0001845149 cbrrf:AdministrativeServicesAgreementMember 2023-12-29 2023-12-29 0001845149 cbrrf:CbCoInvestmentMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:LoanMember 2025-01-01 2025-03-31 0001845149 cbrrf:CbCoInvestmentMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:LoanMember 2025-03-31 0001845149 cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:PrivatePlacementWarrantsMember cbrrf:FultonAcMember 2025-01-01 2025-03-31 0001845149 cbrrf:CbgMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:PrivatePlacementWarrantsMember 2025-01-01 2025-03-31 0001845149 cbrrf:CbCoInvestmentMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:PrivatePlacementWarrantsMember 2025-01-01 2025-03-31 0001845149 2021-11-09 2021-11-09 0001845149 us-gaap:ForwardContractsMember 2025-01-01 2025-03-31 0001845149 us-gaap:ForwardContractsMember us-gaap:CommonClassAMember 2025-01-01 2025-03-31 0001845149 us-gaap:ForwardContractsMember cbrrf:RedeemableWarrantsExercisableForClassCommonStockMember 2025-01-01 2025-03-31 0001845149 us-gaap:ForwardContractsMember 2025-03-31 0001845149 us-gaap:CommonClassBMember 2025-01-01 2025-03-31 0001845149 cbrrf:MrBrownMember us-gaap:RestrictedStockUnitsRSUMember 2022-10-13 2022-10-13 0001845149 cbrrf:MrLazarusMember us-gaap:RestrictedStockUnitsRSUMember 2023-06-15 2023-06-15 0001845149 cbrrf:MrWienerMember us-gaap:RestrictedStockUnitsRSUMember 2024-02-21 2024-02-21 0001845149 cbrrf:BridgeFinancingNotesMember 2025-03-31 0001845149 cbrrf:BridgeFinancingNotesMember 2024-12-31 0001845149 cbrrf:PhytanixBioMember cbrrf:CBRGClassASharesMember cbrrf:CbHoldingIncMember 2025-03-31 0001845149 cbrrf:PhytanixBioMember cbrrf:CbHoldingIncMember 2025-03-31 0001845149 cbrrf:PhytanixBioMember cbrrf:CbrgClassbSharesMember cbrrf:CbHoldingIncMember 2025-03-31 0001845149 cbrrf:PhytanixBioMember cbrrf:CbHoldingIncMember 2025-01-01 2025-03-31 0001845149 cbrrf:PhytanixBioMember us-gaap:ConvertiblePreferredStockMember 2025-01-01 2025-03-31 0001845149 cbrrf:InvestorRightsAgreementMember 2025-03-31 0001845149 us-gaap:MeasurementInputSharePriceMember 2023-05-10 0001845149 us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-05-10 0001845149 us-gaap:MeasurementInputExpectedTermMember 2023-05-10 0001845149 us-gaap:MeasurementInputPriceVolatilityMember 2023-05-10 0001845149 cbrrf:MeasurementInputProbabilityOfTransactionMember 2023-05-10 0001845149 us-gaap:CommonClassAMember 2024-01-01 2024-12-31 0001845149 cbrrf:ClassAOrdinarySharesNotSubjectToPossibleRedemptionMember 2025-03-31 0001845149 cbrrf:ClassAOrdinarySharesNotSubjectToPossibleRedemptionMember 2024-12-31 0001845149 cbrrf:PublicWarrantsMember 2025-03-31 0001845149 cbrrf:PublicWarrantsMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember 2024-12-31 0001845149 cbrrf:PublicWarrantsMember 2025-01-01 2025-03-31 0001845149 us-gaap:WarrantMember us-gaap:CommonClassAMember 2025-03-31 0001845149 us-gaap:WarrantMember 2025-03-31 0001845149 cbrrf:RedemptionOfWarrantsMember 2025-03-31 0001845149 cbrrf:RedemptionOfWarrantsMember us-gaap:CommonClassAMember 2025-01-01 2025-03-31 0001845149 cbrrf:RedemptionOfWarrantsMember 2025-01-01 2025-03-31 0001845149 cbrrf:RedemptionOfWarrantsMember us-gaap:CommonClassAMember 2025-03-31 0001845149 cbrrf:CBCoInvestmentsMember 2023-12-29 2023-12-29 0001845149 cbrrf:FultonAcMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:CbgMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:CBCoInvestmentsMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2025-03-31 0001845149 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2025-03-31 0001845149 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2025-03-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001845149 cbrrf:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001845149 cbrrf:PublicWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001845149 cbrrf:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001845149 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2024-12-31 0001845149 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2024-12-31 0001845149 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2024-12-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PublicWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputExercisePriceMember 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputSharePriceMember 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputExpectedTermMember 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputPriceVolatilityMember 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputExpectedDividendRateMember 2025-03-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputExercisePriceMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputPriceVolatilityMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputExpectedDividendRateMember 2024-12-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-03-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-03-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-03-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-03-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-03-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-03-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-03-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-03-31 0001845149 us-gaap:SubsequentEventMember 2025-05-15 2025-05-15 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure cbrrf:Segment

	Chain Bridge I

	By:	/s/ Andrew Cohen
	Name:	Andrew Cohen
	Title:	Chief Executive Officer

	By:	/s/ Andrew Kucharchuk
	Name:	Andrew Kucharchuk
	Title:	Chief Financial Officer

NONE http://fasb.org/srt/2025#ChiefExecutiveOfficerMember 0001845149 false Q2 --12-31 0001845149 2025-01-01 2025-06-30 0001845149 us-gaap:CommonClassAMember 2025-08-12 0001845149 us-gaap:CommonClassBMember 2025-08-12 0001845149 2025-06-30 0001845149 2024-12-31 0001845149 us-gaap:RelatedPartyMember 2025-06-30 0001845149 us-gaap:RelatedPartyMember 2024-12-31 0001845149 cbrrf:CommonClassASubjectToRedemptionMember 2025-06-30 0001845149 cbrrf:CommonClassASubjectToRedemptionMember 2024-12-31 0001845149 us-gaap:CommonClassAMember 2025-06-30 0001845149 us-gaap:CommonClassAMember 2024-12-31 0001845149 us-gaap:CommonClassBMember 2025-06-30 0001845149 us-gaap:CommonClassBMember 2024-12-31 0001845149 2025-04-01 2025-06-30 0001845149 2024-04-01 2024-06-30 0001845149 2024-01-01 2024-06-30 0001845149 cbrrf:RedeemableSharesMember 2025-04-01 2025-06-30 0001845149 cbrrf:RedeemableSharesMember 2024-04-01 2024-06-30 0001845149 cbrrf:RedeemableSharesMember 2025-01-01 2025-06-30 0001845149 cbrrf:RedeemableSharesMember 2024-01-01 2024-06-30 0001845149 cbrrf:NonredeemableSharesMember 2025-04-01 2025-06-30 0001845149 cbrrf:NonredeemableSharesMember 2024-04-01 2024-06-30 0001845149 cbrrf:NonredeemableSharesMember 2025-01-01 2025-06-30 0001845149 cbrrf:NonredeemableSharesMember 2024-01-01 2024-06-30 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-12-31 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-12-31 0001845149 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001845149 us-gaap:RetainedEarningsMember 2024-12-31 0001845149 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001845149 2025-01-01 2025-03-31 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001845149 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-03-31 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-03-31 0001845149 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001845149 us-gaap:RetainedEarningsMember 2025-03-31 0001845149 2025-03-31 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001845149 us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001845149 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-06-30 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-06-30 0001845149 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001845149 us-gaap:RetainedEarningsMember 2025-06-30 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-12-31 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-12-31 0001845149 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001845149 us-gaap:RetainedEarningsMember 2023-12-31 0001845149 2023-12-31 0001845149 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001845149 2024-01-01 2024-03-31 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001845149 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-03-31 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-03-31 0001845149 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001845149 us-gaap:RetainedEarningsMember 2024-03-31 0001845149 2024-03-31 0001845149 us-gaap:RetainedEarningsMember 2024-04-01 2024-06-30 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001845149 us-gaap:AdditionalPaidInCapitalMember 2024-04-01 2024-06-30 0001845149 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-06-30 0001845149 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-06-30 0001845149 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001845149 us-gaap:RetainedEarningsMember 2024-06-30 0001845149 2024-06-30 0001845149 us-gaap:IPOMember 2021-11-15 2021-11-15 0001845149 us-gaap:OverAllotmentOptionMember 2021-11-15 2021-11-15 0001845149 us-gaap:IPOMember 2021-11-15 0001845149 us-gaap:WarrantMember us-gaap:IPOMember 2021-11-15 2021-11-15 0001845149 cbrrf:PrivatePlacementWarrantsMember cbrrf:SponsorMember us-gaap:PrivatePlacementMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember cbrrf:SponsorMember us-gaap:PrivatePlacementMember 2021-11-15 0001845149 cbrrf:PrivatePlacementWarrantsMember cbrrf:SponsorMember us-gaap:PrivatePlacementMember 2021-11-15 2021-11-15 0001845149 cbrrf:CbCoInvestmentMember 2021-11-15 0001845149 cbrrf:AdditionalConvertibleNoteRelatedPartyMember cbrrf:SponsorMember 2022-11-16 0001845149 cbrrf:CbCoInvestmentMember cbrrf:PrivatePlacementWarrantsMember 2022-11-16 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:IPOMember 2025-01-01 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:IPOMember 2025-06-30 0001845149 srt:DirectorMember us-gaap:RestrictedStockUnitsRSUMember 2022-10-13 2022-10-13 0001845149 cbrrf:NonRedemptionAgreementsMember 2023-05-10 2023-05-10 0001845149 us-gaap:CommonStockMember cbrrf:NonRedemptionAgreementsMember 2025-06-30 0001845149 cbrrf:NonRedemptionAgreementsMember 2025-06-30 0001845149 cbrrf:CommonClassASubjectToRedemptionMember 2025-01-01 2025-06-30 0001845149 us-gaap:WarrantMember 2023-06-13 0001845149 cbrrf:WarrantNoticeMember 2023-06-13 0001845149 srt:ChiefFinancialOfficerMember us-gaap:RestrictedStockUnitsRSUMember 2023-06-14 2023-06-14 0001845149 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember us-gaap:CommonClassBMember 2023-12-29 2023-12-29 0001845149 us-gaap:CommonClassAMember cbrrf:SecuritiesPurchaseAgreementMember cbrrf:FultonAcMember 2023-12-29 0001845149 cbrrf:CbCoInvestmentMember 2023-12-29 2023-12-29 0001845149 cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:FultonAcMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:CbgMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:CbCoInvestmentMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:UnsecuredNonInterestBearingConvertiblePromissoryNoteMember cbrrf:FultonAcMember 2023-12-29 0001845149 cbrrf:FultonAcMember 2023-12-29 2023-12-29 0001845149 cbrrf:UnsecuredNonInterestBearingConvertiblePromissoryNoteMember 2024-05-09 2024-05-09 0001845149 cbrrf:MrSilbermanMember us-gaap:RestrictedStockUnitsRSUMember 2023-12-29 2023-12-29 0001845149 cbrrf:MrBaronMember us-gaap:RestrictedStockUnitsRSUMember 2023-12-29 2023-12-29 0001845149 cbrrf:MrLazarusMember us-gaap:RestrictedStockUnitsRSUMember 2023-12-29 2023-12-29 0001845149 srt:DirectorMember us-gaap:RestrictedStockUnitsRSUMember 2024-02-21 2024-02-21 0001845149 cbrrf:BusinessCombinationExtendedTerminationDateMember 2024-02-15 2024-02-15 0001845149 cbrrf:BusinessCombinationExtendedTerminationDateMember us-gaap:CommonClassBMember 2025-06-30 0001845149 cbrrf:BusinessCombinationExtendedTerminationDateMember us-gaap:CommonClassAMember 2025-06-30 0001845149 cbrrf:BusinessCombinationExtendedTerminationDateMember us-gaap:CommonClassAMember 2025-01-01 2025-06-30 0001845149 cbrrf:FultonAcMember 2024-02-16 2024-02-16 0001845149 cbrrf:FultonAcMember 2024-05-16 2024-05-16 0001845149 cbrrf:ChainBridgeGroupAndCbCoInvestmentMember us-gaap:CommonClassBMember 2023-12-29 2023-12-29 0001845149 cbrrf:ChainBridgeGroupAndCbCoInvestmentMember us-gaap:CommonClassAMember 2023-12-29 2023-12-29 0001845149 cbrrf:ChainBridgeGroupAndCbCoInvestmentMember us-gaap:CommonClassAMember 2025-06-30 0001845149 cbrrf:ChainBridgeGroupAndCbCoInvestmentMember us-gaap:CommonClassBMember 2025-06-30 0001845149 cbrrf:GeneralMeetingMember us-gaap:CommonClassAMember 2025-01-01 2025-06-30 0001845149 cbrrf:FultonAcMember 2024-11-16 0001845149 us-gaap:TrustForBenefitOfEmployeesMember 2024-12-16 0001845149 srt:MaximumMember 2025-06-30 0001845149 srt:MinimumMember us-gaap:CommonClassAMember 2025-06-30 0001845149 srt:ChiefFinancialOfficerMember us-gaap:RestrictedStockUnitsRSUMember 2024-04-01 2024-04-01 0001845149 2024-10-29 2024-10-29 0001845149 us-gaap:CommonClassAMember 2024-11-11 2024-11-11 0001845149 cbrrf:BackstopInvestorSharesMember us-gaap:CommonClassAMember 2025-01-01 2025-06-30 0001845149 us-gaap:CommonClassAMember 2025-01-01 2025-06-30 0001845149 us-gaap:CommonClassAMember 2024-11-14 2024-11-14 0001845149 2024-11-14 2024-11-14 0001845149 us-gaap:IPOMember 2025-01-01 2025-06-30 0001845149 us-gaap:IPOMember 2025-06-30 0001845149 2025-01-16 2025-01-16 0001845149 2025-02-14 2025-02-14 0001845149 2025-03-17 2025-03-17 0001845149 2025-05-15 2025-05-15 0001845149 2025-06-16 2025-06-16 0001845149 us-gaap:SubsequentEventMember 2025-08-11 2025-08-11 0001845149 cbrrf:SponsorMember 2025-01-01 2025-06-30 0001845149 cbrrf:CbCoInvestmentMember us-gaap:IPOMember 2025-01-01 2025-06-30 0001845149 cbrrf:WorkingCapitalLoansWarrantMember 2024-12-29 0001845149 cbrrf:UnsecuredNonInterestBearingConvertiblePromissoryNoteMember 2025-06-30 0001845149 cbrrf:UnsecuredNonInterestBearingConvertiblePromissoryNoteMember 2024-12-31 0001845149 cbrrf:BridgeFinancingNotesMember 2024-06-26 0001845149 srt:ScenarioForecastMember 2025-11-15 2025-11-15 0001845149 cbrrf:PublicWarrantsMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember 2025-06-30 0001845149 cbrrf:ForwardPurchaseSecuritiesMember us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember 2025-06-30 0001845149 cbrrf:TrustAccountMember us-gaap:CommonClassAMember 2025-01-01 2025-06-30 0001845149 us-gaap:CommonClassAMember 2024-02-07 2024-02-07 0001845149 cbrrf:TrustAccountMember us-gaap:CommonClassAMember 2024-02-07 2024-02-07 0001845149 cbrrf:TrustAccountMember us-gaap:CommonClassAMember 2024-11-14 2024-11-14 0001845149 cbrrf:CommonClassASubjectToRedemptionMember 2025-01-01 2025-03-31 0001845149 cbrrf:CommonClassASubjectToRedemptionMember 2025-03-31 0001845149 cbrrf:CommonClassASubjectToRedemptionMember 2025-04-01 2025-06-30 0001845149 us-gaap:CommonClassAMember us-gaap:IPOMember 2025-01-01 2025-06-30 0001845149 cbrrf:PublicWarrantsMember us-gaap:CommonClassAMember us-gaap:IPOMember 2025-01-01 2025-06-30 0001845149 cbrrf:PublicWarrantsMember us-gaap:CommonClassAMember us-gaap:IPOMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2025-06-30 0001845149 cbrrf:ChainBridgeGroupAndCbCoInvestmentMember cbrrf:FounderShareMember cbrrf:CbCoInvestmentMember us-gaap:CommonClassBMember 2021-02-03 2021-02-03 0001845149 cbrrf:FounderShareMember us-gaap:CommonClassBMember 2021-02-03 2021-02-03 0001845149 cbrrf:ChainBridgeGroupMember cbrrf:FounderShareMember cbrrf:SponsorMember us-gaap:CommonClassBMember 2021-02-03 2021-02-03 0001845149 cbrrf:CbCoInvestmentMember cbrrf:FounderShareMember us-gaap:CommonClassBMember 2021-02-03 2021-02-03 0001845149 cbrrf:CbCoInvestmentMember cbrrf:FounderShareMember us-gaap:CommonClassBMember 2021-04-09 2021-04-09 0001845149 cbrrf:ChainBridgeGroupMember cbrrf:FounderShareMember cbrrf:SponsorMember us-gaap:CommonClassBMember 2021-10-01 2021-10-01 0001845149 cbrrf:CbCoInvestmentMember cbrrf:FounderShareMember us-gaap:RelatedPartyMember us-gaap:CommonClassBMember 2021-10-01 2021-10-01 0001845149 cbrrf:ChainBridgeGroupMember cbrrf:FounderShareMember cbrrf:SponsorMember us-gaap:CommonClassBMember 2021-11-09 2021-11-09 0001845149 cbrrf:ChainBridgeGroupMember cbrrf:FounderShareMember cbrrf:SponsorMember us-gaap:CommonClassBMember 2021-11-09 0001845149 cbrrf:CbCoInvestmentMember cbrrf:FounderShareMember us-gaap:RelatedPartyMember us-gaap:CommonClassBMember 2021-11-09 0001845149 2024-01-01 2024-12-31 0001845149 cbrrf:ChainBridgeGroupAndCbCoInvestmentMember cbrrf:FounderShareMember us-gaap:CommonClassBMember 2025-06-30 0001845149 cbrrf:FounderShareMember us-gaap:CommonClassBMember 2025-01-01 2025-06-30 0001845149 cbrrf:FounderShareMember us-gaap:CommonClassBMember 2021-11-15 0001845149 cbrrf:ChainBridgeGroupMember us-gaap:CommonClassBMember 2023-12-29 2023-12-29 0001845149 cbrrf:CbCoInvestmentMember cbrrf:ConvertibleNoteRelatedPartyMember us-gaap:RelatedPartyMember 2025-01-01 2025-06-30 0001845149 cbrrf:CbCoInvestmentMember cbrrf:ConvertibleNoteRelatedPartyMember us-gaap:RelatedPartyMember 2025-06-30 0001845149 cbrrf:ChainBridgeGroupMember cbrrf:AdditionalConvertibleNoteRelatedPartyMember cbrrf:SponsorMember 2022-11-16 0001845149 cbrrf:ChainBridgeGroupMember cbrrf:PrivatePlacementWarrantsMember cbrrf:AdditionalConvertibleNoteRelatedPartyMember us-gaap:RelatedPartyMember 2022-11-16 0001845149 cbrrf:CbCoInvestmentMember 2025-01-01 2025-06-30 0001845149 cbrrf:CbCoInvestmentMember cbrrf:AdditionalConvertibleNoteRelatedPartyMember 2025-06-30 0001845149 cbrrf:CbCoInvestmentMember cbrrf:ConvertibleNoteRelatedPartyMember 2025-01-01 2025-06-30 0001845149 cbrrf:FultonAcMember us-gaap:RelatedPartyMember 2025-01-01 2025-06-30 0001845149 cbrrf:ChainBridgeGroupMember us-gaap:RelatedPartyMember 2025-01-01 2025-06-30 0001845149 cbrrf:FultonAcMember 2023-12-29 0001845149 cbrrf:FultonAcMember 2023-12-29 2023-12-29 0001845149 cbrrf:ExchangeNoteMember 2025-06-30 0001845149 cbrrf:ExchangeNoteMember 2024-12-31 0001845149 cbrrf:AdministrativeServicesAgreementMember 2023-12-29 2023-12-29 0001845149 cbrrf:CbCoInvestmentMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:LoanMember 2025-01-01 2025-06-30 0001845149 cbrrf:CbCoInvestmentMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:LoanMember 2025-06-30 0001845149 cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:PrivatePlacementWarrantsMember cbrrf:FultonAcMember 2025-01-01 2025-06-30 0001845149 cbrrf:CbgMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:PrivatePlacementWarrantsMember 2025-01-01 2025-06-30 0001845149 cbrrf:CbCoInvestmentMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:PrivatePlacementWarrantsMember 2025-01-01 2025-06-30 0001845149 2021-11-09 2021-11-09 0001845149 us-gaap:ForwardContractsMember 2025-01-01 2025-06-30 0001845149 us-gaap:ForwardContractsMember us-gaap:CommonClassAMember 2025-01-01 2025-06-30 0001845149 us-gaap:ForwardContractsMember cbrrf:RedeemableWarrantsExercisableForClassCommonStockMember 2025-01-01 2025-06-30 0001845149 us-gaap:ForwardContractsMember 2025-06-30 0001845149 us-gaap:CommonClassBMember 2023-11-15 2023-11-15 0001845149 cbrrf:MrBrownMember us-gaap:RestrictedStockUnitsRSUMember 2022-10-13 2022-10-13 0001845149 cbrrf:MrLazarusMember us-gaap:RestrictedStockUnitsRSUMember 2023-06-20 2023-06-20 0001845149 cbrrf:MrWienerMember us-gaap:RestrictedStockUnitsRSUMember 2024-02-21 2024-02-21 0001845149 cbrrf:BridgeFinancingNotesMember 2025-01-01 2025-06-30 0001845149 cbrrf:BridgeFinancingNotesMember 2025-06-30 0001845149 cbrrf:BridgeFinancingNotesMember 2024-12-31 0001845149 cbrrf:PhytanixBioMember cbrrf:CBRGClassASharesMember cbrrf:CbHoldingIncMember 2025-06-30 0001845149 cbrrf:PhytanixBioMember cbrrf:CbHoldingIncMember 2025-06-30 0001845149 cbrrf:PhytanixBioMember cbrrf:CbrgClassBSharesMember cbrrf:CbHoldingIncMember 2025-06-30 0001845149 cbrrf:PhytanixBioMember cbrrf:CbHoldingIncMember 2025-01-01 2025-06-30 0001845149 cbrrf:PhytanixBioMember us-gaap:ConvertiblePreferredStockMember 2025-01-01 2025-06-30 0001845149 cbrrf:InvestorRightsAgreementMember 2025-06-30 0001845149 us-gaap:MeasurementInputSharePriceMember 2023-05-10 0001845149 us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-05-10 0001845149 us-gaap:MeasurementInputExpectedTermMember 2023-05-10 0001845149 us-gaap:MeasurementInputPriceVolatilityMember 2023-05-10 0001845149 cbrrf:MeasurementInputProbabilityOfTransactionMember 2023-05-10 0001845149 cbrrf:ClassAOrdinarySharesNotSubjectToPossibleRedemptionMember 2025-06-30 0001845149 cbrrf:ClassAOrdinarySharesNotSubjectToPossibleRedemptionMember 2024-12-31 0001845149 us-gaap:CommonClassBMember 2025-01-01 2025-06-30 0001845149 cbrrf:ReimbursementAgreementMember 2025-01-01 2025-06-30 0001845149 us-gaap:CommonClassAMember cbrrf:ReimbursementAgreementMember 2025-01-01 2025-06-30 0001845149 cbrrf:PublicWarrantsMember 2025-06-30 0001845149 cbrrf:PublicWarrantsMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember 2024-12-31 0001845149 cbrrf:PublicWarrantsMember 2025-01-01 2025-06-30 0001845149 us-gaap:WarrantMember us-gaap:CommonClassAMember 2025-06-30 0001845149 us-gaap:WarrantMember 2025-06-30 0001845149 cbrrf:RedemptionOfWarrantsMember 2025-06-30 0001845149 cbrrf:RedemptionOfWarrantsMember us-gaap:CommonClassAMember 2025-01-01 2025-06-30 0001845149 cbrrf:RedemptionOfWarrantsMember 2025-01-01 2025-06-30 0001845149 cbrrf:RedemptionOfWarrantsMember us-gaap:CommonClassAMember 2025-06-30 0001845149 cbrrf:CBCoInvestmentsMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:FultonAcMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:CbgMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 cbrrf:CBCoInvestmentsMember cbrrf:InEventOfConsummationOfBusinessCombinationMember cbrrf:PrivatePlacementWarrantsMember 2023-12-29 2023-12-29 0001845149 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2025-06-30 0001845149 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2025-06-30 0001845149 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2025-06-30 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001845149 cbrrf:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001845149 cbrrf:PublicWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001845149 cbrrf:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-06-30 0001845149 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2024-12-31 0001845149 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2024-12-31 0001845149 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2024-12-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PublicWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputExercisePriceMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputSharePriceMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputExpectedTermMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputPriceVolatilityMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputExpectedDividendRateMember 2025-06-30 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputExercisePriceMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputPriceVolatilityMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-31 0001845149 cbrrf:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:MeasurementInputExpectedDividendRateMember 2024-12-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-03-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-03-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-04-01 2025-06-30 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-06-30 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-03-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-03-31 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-04-01 2024-06-30 0001845149 cbrrf:PublicAndPrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-06-30 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-03-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-03-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-04-01 2025-06-30 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-06-30 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-03-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-03-31 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-04-01 2024-06-30 0001845149 cbrrf:ContingentlyIssuablePrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-06-30 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure cbrrf:Segment

Filing Compare · Chain Bridge I