UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~September 48, 2025

Chain Bridge I

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41047		98-1578955
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(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: (202) 656-4257

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	CBRRF	~~OTC~~Expert ~~Markets Group OTCQB Tier~~Market
Units, each consisting of one Class A ordinary share and one-half of one redeemable Warrant to acquire one Class A ordinary share	CBGGF	OTC ID
Warrants to purchase Class A Ordinary Shares	CBRGF	OTC ID

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 18.0201 ~~Termination~~Other ~~of a Material Definitive Agreement~~Events.

AsOn ~~previously~~September ~~disclosed on July 23~~8, ~~2024~~2025, Chain Bridge I, ~~a Cayman Islands exempted company~~ (the “Company”), ~~Phytanix Bio, a Nevada corporation (the “Phytanix”),~~ CBand ~~Holdings~~CommLoan, Inc., a ~~Nevada~~commercial ~~corporation~~real ~~(“HoldCo”),~~estate CBlending ~~Merger~~technology ~~Sub 1, a Cayman Islands exempted~~ company ~~(the~~that ~~“CBRG~~operates ~~Merger Sub”),~~a ~~and~~commercial CBmortgage ~~Merger~~lending ~~Sub 2~~marketplace, ~~Inc.,~~ issued a ~~Nevada~~press ~~corporation~~release ~~(the~~announcing ~~“CBRG~~that ~~Merger~~they ~~Sub”),~~have entered into ~~that~~a ~~certain~~non-binding ~~Business~~Letter ~~Combination Agreement, dated as~~ of ~~July~~Intent ~~22, 2024~~ (the “~~Business Combination Agreement~~LOI”), ~~pursuant~~ to ~~which,~~pursue ~~among~~a ~~other~~potential ~~things,~~business combination (i) the ~~CBRG~~ ~~Merger~~“Press ~~Sub will merge with and into CBRG, with CBRG as the surviving company in such merger, (ii~~Release”). ~~the~~No ~~Company~~definitive ~~Merger~~agreement ~~Sub~~has ~~will~~been ~~merge with~~reached ~~and into the Company,~~ with ~~the~~regard ~~Company as the surviving company in such merger, and (iii) after giving effect~~ to such ~~mergers,~~business ~~CBRG and the Company will each be a wholly-owned Subsidiary of HoldCo~~combination.

~~The~~Under the terms of the LOI, the Company and ~~Phytanix~~CommLoan would ~~have~~become ~~mutually~~a ~~agreed~~combined entity, with CommLoan’s existing equity holders exchange 100% of their equity in CommLoan for equity of tothe ~~terminate~~combined public company. Upon the ~~Business~~closing ~~Combinaiton~~of ~~Agreement~~the ~~and~~transaction, onthe ~~April~~combined 7company will be named CommLoan Inc., ~~2025~~and would be led by CommLoan’s founder and CEO, Mitch Ginsberg, who has over 30 years of experience in the ~~Company~~residential and ~~Phyantix~~commercial ~~entered~~mortgage ~~into~~markets. The new combined company’s common stock is expected to be listed on the Nasdaq Capital Market. The Company expects to announce additional details regarding the proposed business combination when a ~~Termination~~definitive ~~Agreement~~agreement is executed, which ~~immediately~~is ~~terminated~~expected in the ~~Business~~fourth ~~Combination~~quarter ~~Agreement~~of 2025, (with a closing anticipated during the ~~“Termination~~first ~~Agreement”)~~half of 2026.

The ~~foregoing~~LOI ~~description~~is ofnon-binding ~~the~~and ~~Termination~~there ~~Agreement does~~can ~~not~~be ~~purport~~no toassurance whatsoever bethat a ~~complete~~definitive ~~description~~agreement ofwill ~~the~~be ~~rights~~executed ~~and~~or ~~obligations~~that of the ~~parties~~proposed ~~thereunder~~transaction ~~and~~will isbe ~~qualified~~completed inon ~~its entirety by reference to~~ the ~~full~~terms ~~text thereof~~described, aor at ~~copy of which is filed herewith as Exhibit 10~~all.1.

~~Item~~A 4copy of the Press Release is attached as Exhibit 99.~~01.~~1 ~~Change~~to inthis ~~Registrant’s~~Current ~~Certifying~~Report ~~Accountant~~on Form 8-K (the “Form 8-K”).

OnNo ~~April~~Offer 4,or 2025, the Audit Committee of the Board of Directors of the Company agreed to terminate the Company’s engagement of Frank, Rimerman & Co. LLP (“Frank, Rimerman”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, effective immediately.Solicitation

~~The~~This ~~report~~Form 8-K shall not constitute a solicitation of ~~Frank~~a proxy, ~~Rimerman~~consent, ~~regarding~~or authorization with respect to any securities or in respect of the ~~Company’s~~proposed business combination. This press release ~~financial~~shall ~~statements~~also ~~for~~not constitute an offer to sell or the ~~fiscal~~solicitation ~~year~~of ~~ended~~an ~~December~~offer 31to buy any securities, ~~2023~~nor ~~did~~shall ~~not~~there ~~contain~~be any ~~adverse~~sale ~~opinion~~of securities in any states or ~~disclaimer~~jurisdictions ofin ~~opinion~~which ~~and~~such ~~was not~~offer, ~~qualified~~solicitation, or ~~modified~~sale aswould be unlawful prior to ~~uncertainty~~registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, ~~audit~~as ~~scope~~amended, or ~~accounting~~an ~~principles~~exemption therefrom.

During the fiscal years ended December 31, 2023 and December 31, 2024 and the subsequent interim period through April 4, 2025, there were no: (1) disagreements with Frank, Rimerman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation SForward-KLooking ~~except as set forth below.~~Statements

AsThe ~~previously~~disclosure ~~reported~~herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” on“may,” “will,” ~~January~~“estimate,” 23“continue,” ~~2025~~“anticipate,” ~~the~~“intend,” “expect,” ~~Audit~~“should,” ~~Committee~~“would,” ~~after~~“plan,” ~~discussion~~“predict,” ~~with~~“potential,” ~~management~~“seem,” ~~and Frank~~“seek,” “future,” ~~Rimerman~~“outlook,” ~~concluded~~and similar expressions that ~~the~~predict ~~unaudited~~or ~~consolidated~~indicate ~~interim~~future ~~financial~~events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, ~~included~~estimates inand forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, the ~~Quarterly~~Company’s ~~Report~~shareholders onapproval ~~Form~~of ~~10-Q~~the Extension Proposal (as defined in the ~~“Form~~Press ~~10-Q”~~Release), ~~for~~ the ~~three~~Company’s ability to enter into a definitive agreement or consummate a transaction with CommLoan and ~~nine~~the ~~month~~Company’s ~~periods~~ability ~~ended~~to ~~September~~obtain ~~30,~~the ~~2024~~financing necessary (to consummate the ~~“Non~~potential transaction. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-~~Reliance~~looking ~~Periods”)~~statements are provided for illustrative purposes only and are not intended to serve as, ~~should~~and nomust ~~longer~~not be relied on ~~due~~by toany investor as, a guarantee, an ~~error~~assurance, ~~understating~~a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the ~~liability~~control of ~~that~~the ~~certain~~Company ~~promissory~~and CommLoan. These forward- looking statements are subject ~~note,~~to ~~dated~~a ~~June~~number 26of risks and uncertainties, ~~2024~~including: the risk that the approval of the shareholders of the Company of the Extension Proposal is not obtained, ~~issued~~the Company’s ability to enter into a definitive agreement with respect to the proposed business combination or consummate a transaction with CommLoan; the risk that the approval of the shareholders of the Company’s byfor ~~Phytaix~~the ~~Bio~~potential (transaction is not obtained; failure to realize the ~~“Bridge~~anticipated ~~Financing~~benefits ~~Note”)~~of bythe ~~$200~~potential transaction,~~000.~~ Asincluding as a result, ~~the~~of a delay in consummating ~~Bridge~~the ~~Financing~~potential ~~Note~~transaction or difficulty in integrating the businesses of the Company and ~~total~~CommLoan; ~~general~~the amount of redemption requests made by the Company’s shareholders and ~~administrative~~the ~~expenses~~amount ~~were~~of ~~understated~~funds remaining in the Company’s trust account after satisfaction of such requests; those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the heading “Risk Factors,” and ~~net~~other ~~income~~documents ~~was~~of ~~overstated~~the Company filed, or to be filed, with the SEC. ~~The~~If ~~impact~~the ofrisks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There ~~error~~may ~~affects~~be additional risks that the ~~unaudited~~Company ~~condensed~~presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. ofIn ~~operations~~addition, ~~changes~~forward-looking instatements ~~shareholders~~reflect the Company’s ~~deficit~~expectations, plans or forecasts of future events and ~~cash~~views ~~flows~~as ~~for~~of the ~~Non-Reliance Periods~~date hereof. The Company ~~intends~~anticipates tothat ~~restate~~subsequent events and developments will cause the ~~unaudited~~Company’s ~~condensed~~assessments ~~interim~~to ~~financial~~change. ~~statements~~However, ~~for~~while the ~~Non-Reliance~~Company ~~Periods~~may ~~(collectively~~elect to update these forward-looking ~~the~~statements ~~“Restatement”)~~at some point in the ~~Form~~future, 10the Company specifically disclaims any obligation to do so. These forward-Qlooking statements should not be relied upon as ~~soon~~representing the Company’s assessments as ~~practicable~~of any date subsequent to the date of this disclosure statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.

1Item 9.01. Financial Statements and Exhibits.

In(d) connection with the Restatement, management evaluated the Company’s internal control over financial reporting and determined that a material weakness existed as of September 30, 2024, related to the fact that the company did not design internal controls to identify and correct the errors discussed aboveExhibits. As a result, the Company’s management has concluded that the Company did not maintain effective internal controls over financial reporting related to the adequate review and reconciliation of its liabilities for the Non-Reliance Periods. To address this material weakness, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal controls over financial reporting.

The Company provided Frank, Rimerman with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that Frank, Rimerman furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. The Company will file such letter by an amendment to this Form 8-K within two business days of receipt of the letter.

Exhibit Number		Description
99.1		Press Release dated September 8, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

On April 4, 2025, the Audit Committee engaged RBSM, LLP (“RBSM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, effective immediately. The Company is working diligently with RBSM to file the Company’s Form 10-K for the fiscal year ended December 31, 2024 and the Restatement in the amended Form 10-Q as soon as practicable.1

During the fiscal years ended December 31, 2023 and December 31, 2024 and the subsequent interim period preceding RBSM’s engagement, neither the Company nor anyone acting on the Company’s behalf consulted with RBSM in any capacity, nor consulted with any member of that firm, as to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered as to the financial statements, nor was a written report or oral advice rendered that was an important factor considered by the Company or any of its employees in reaching a decision as to an accounting, auditing or financial reporting issue, or any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.SIGNATURE

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~(d) Exhibits~~Dated: September 8, 2025

Exhibit No.		Description
10.1		Termination Agreement, dated as of April 7, 2025, between Chain Bridge I and Phytanix Bio.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

CHAIN BRIDGE I

2By: /s/ Andrew Cohen Name: Andrew Cohen Title: Chief Executive Officer

SIGNATURE

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 hereunto duly authorized.

Dated: April 10, 2025

CHAIN BRIDGE I By: /s/ Andrew Cohen Name: Andrew Cohen Title: Chief Executive Officer

Filing Compare · Chain Bridge I