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): ~~October~~February 2911, ~~2025~~2026

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	~~OTCQB~~OTCID
Units, each consisting of one Class A ordinary share and one-half of one redeemable Warrant to acquire one Class A ordinary share	CBGGF	OTCID
Warrants to purchase Class A Ordinary Shares	CBRGF	OTCID

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 5 3.0301. ~~Amendments~~Notice of Delisting or Failure to ~~Articles~~Satisfy ofa ~~Incorporation~~Continued Listing Rule or ~~Bylaws~~Standard; ~~Change~~Transfer inof ~~Fiscal Year~~Listing.

~~The~~As ~~information~~previously ~~included~~disclosed, inon November 12, 2025, ~~Item~~Chain ~~5.07~~Bridge I (the “Company”) received a written notice from the OTC Markets Group (“OTC”) notifying the Company that, because the Company’s public float as it is ~~incorporated~~currently bydisplayed ~~reference~~on the Company profile is less than 10% of the total shares outstanding, the Company is not currently in ~~this~~compliance ~~item~~with tothe public float requirement for continued listing on OTCQB Venture Market (“OTCQB”), as set forth in Section 2 of the ~~extent~~OTCQB ~~required~~listing.

~~Item~~On 5February 11, 2026, the Company received a written notice from OTC indicating that the cure period has now expired.07 Consequently, the Company’s securities were moved from the OTCQB market to the OTCID Basic Market (“OTCID”) on February 12, 2026. ~~Submission~~OTC offurther notified ~~Matters~~the Company that if it would like to abe ~~Vote~~moved back to OTCQB, it must increase public float to at least 10% of ~~Security~~the ~~Holders~~total shares outstanding and meet all of the eligibility requirements under Section 1 of the OTCQB listing standards.

OnThe ~~October~~Company ~~29,~~will ~~2025, Chain~~continue ~~Bridge~~to Ifile ~~(the~~its ~~“Company”)~~periodic ~~held~~reports ~~its~~and ~~Extraordinary~~remain ~~General~~subject ~~Meeting~~to ofthe ~~Shareholders~~reporting (obligations under the ~~“Meeting”)~~Securities Exchange Act of 1934. AtThe ~~the~~Company ~~Meeting,~~is ~~the~~actively ~~shareholders~~evaluating ~~voted~~strategic ~~on:~~options to regain compliance with relevant listing standards and remains committed to upholding transparency and stability for all stakeholders.

1. The ~~Amendment~~transition ~~Proposal. A proposal to amend and restate, by way~~ of ~~a special resolution,~~ the Company’s ~~3rd~~common ~~amended~~stock and ~~restated~~warrants ~~memorandum and articles of association (the “Existing Charter”),~~ to ~~(i) extend from November 15, 2025 to November 15, 2026 (~~the ~~“Extended~~OTCID ~~Termination~~is ~~Date”), the date by which, if the Company has~~ not ~~consummated~~expected 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 (“Public Shares”); and (c) as promptly as reasonably possible following such redemption, subject to ~~the~~affect ~~approval of~~ the Company’s ~~remaining~~business ~~shareholders~~operations ~~and~~or ~~the directors, liquidate and dissolve, subject in each case to~~ its ~~obligations~~reporting requirements under ~~Cayman Islands law to provide for claims of creditors and in all cases subject to~~ the ~~other~~rules ~~requirements~~ of ~~applicable law and (ii) remove~~ the ~~limitations on redemptions and consummations of an Initial Business Combination resulting in or because of the Company having net tangible assets less than $5,000,001~~SEC.

2. The Adjournment Proposal. A proposal to approve the adjournment of the General Meeting to a later date or dates, if necessary, and to instruct the chairman of the same in accordance with Article 14.7 of the Existing Charter, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise, only to be presented at the General Meeting if there are not sufficient votes to approve the Amendment Proposal.

Each of the proposals is described in more detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 30, 2025, as amended from time to time. The results of the votes are set forth below.

Proposal 1 – the Amendment Proposal

Shareholders voted to approve the Amendment Proposal. The proposal received the following final voting results:

For			Against			Abstain
5,247,303			1,287			0

Proposal 2 – the Adjournment Proposal

The Adjournment Proposal was not presented to the shareholders because there were sufficient votes to approve the Extension Proposal.

A copy of the Amendment of the Company’s Fourth Amended and Restated Memorandum and Articles of Association as adopted at the Meeting by special resolution of the shareholders is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01. Other Events.

In connection with the Meeting, the holders of an aggregate of 393,146 Class A Shares of the Company exercised their right to redeem their shares for an aggregate of approximately $4,721,683 in cash held in the the trust account (the “Trust Account”) established for the benefit of the persons holding Public Shares.

Additionally, pursuant to Fulton AC I LLC’s (“Fulton AC”) 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 will contribute to the Trust Account $625.90 per month on the 16th of each calendar month, commencing on November 16, 2025, until the earliest to occur of the Extended Termination Date, the consummation of an Initial Business Combination, or the winding up of the Company.

After the redemptions discussed above, 2,621,590 shares of Class A Ordinary Shares are outstanding, including Class A Ordinary Shares included in 2,855 of the Company’s outstanding units, and 3,191,000 shares of Class B Ordinary Shares are outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Fourth Amended and Restated Memorandum and Articles of Association
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: ~~November~~February 318, 2025

	CHAIN BRIDGE I

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

Filing Compare · Chain Bridge I