2023 Q4 Form 10-K Financial Statement
#000141057824000350 Filed on March 29, 2024
Income Statement
Concept | 2023 Q4 | 2023 |
---|---|---|
Revenue | $0.00 | $0.00 |
YoY Change | ||
Cost Of Revenue | ||
YoY Change | ||
Gross Profit | ||
YoY Change | ||
Gross Profit Margin | ||
Selling, General & Admin | $115.8K | $1.319M |
YoY Change | -75.24% | -5.37% |
% of Gross Profit | ||
Research & Development | ||
YoY Change | ||
% of Gross Profit | ||
Depreciation & Amortization | ||
YoY Change | ||
% of Gross Profit | ||
Operating Expenses | $115.8K | $1.319M |
YoY Change | -75.24% | -5.37% |
Operating Profit | -$1.319M | |
YoY Change | -5.37% | |
Interest Expense | $3.383M | $8.662M |
YoY Change | 17.38% | -28.6% |
% of Operating Profit | ||
Other Income/Expense, Net | -$65.96K | $840.00 |
YoY Change | 6.8% | -103.0% |
Pretax Income | $3.482M | $7.624M |
YoY Change | 48.01% | -28.8% |
Income Tax | ||
% Of Pretax Income | ||
Net Earnings | $3.482M | $7.624M |
YoY Change | 48.01% | -28.8% |
Net Earnings / Revenue | ||
Basic Earnings Per Share | ||
Diluted Earnings Per Share | $0.35 | $0.45 |
COMMON SHARES | ||
Basic Shares Outstanding | ||
Diluted Shares Outstanding |
Balance Sheet
Concept | 2023 Q4 | 2023 |
---|---|---|
SHORT-TERM ASSETS | ||
Cash & Short-Term Investments | $3.900K | $3.900K |
YoY Change | -96.65% | -96.65% |
Cash & Equivalents | $3.898K | |
Short-Term Investments | ||
Other Short-Term Assets | $3.150K | $3.150K |
YoY Change | -99.02% | -99.02% |
Inventory | ||
Prepaid Expenses | $3.148K | |
Receivables | ||
Other Receivables | ||
Total Short-Term Assets | $7.046K | $7.050K |
YoY Change | -98.39% | -98.39% |
LONG-TERM ASSETS | ||
Property, Plant & Equipment | ||
YoY Change | ||
Goodwill | ||
YoY Change | ||
Intangibles | ||
YoY Change | ||
Long-Term Investments | $45.36M | $45.36M |
YoY Change | -80.93% | -80.93% |
Other Assets | ||
YoY Change | ||
Total Long-Term Assets | $45.36M | $45.36M |
YoY Change | -80.93% | -80.93% |
TOTAL ASSETS | ||
Total Short-Term Assets | $7.046K | $7.050K |
Total Long-Term Assets | $45.36M | $45.36M |
Total Assets | $45.36M | $45.36M |
YoY Change | -80.96% | -80.96% |
SHORT-TERM LIABILITIES | ||
YoY Change | ||
Accounts Payable | $9.065K | $9.070K |
YoY Change | -66.5% | -66.48% |
Accrued Expenses | $59.43K | $59.43K |
YoY Change | 993.87% | 994.48% |
Deferred Revenue | ||
YoY Change | ||
Short-Term Debt | $0.00 | $0.00 |
YoY Change | ||
Long-Term Debt Due | ||
YoY Change | ||
Total Short-Term Liabilities | $68.50K | $68.50K |
YoY Change | 110.83% | 110.83% |
LONG-TERM LIABILITIES | ||
Long-Term Debt | $5.870K | $5.870K |
YoY Change | -99.59% | -99.59% |
Other Long-Term Liabilities | $112.5K | $112.5K |
YoY Change | -96.0% | -96.0% |
Total Long-Term Liabilities | $118.3K | $118.3K |
YoY Change | -97.21% | -97.21% |
TOTAL LIABILITIES | ||
Total Short-Term Liabilities | $68.50K | $68.50K |
Total Long-Term Liabilities | $118.3K | $118.3K |
Total Liabilities | $186.8K | $186.8K |
YoY Change | -95.63% | -95.63% |
SHAREHOLDERS EQUITY | ||
Retained Earnings | -$943.7K | |
YoY Change | -74.77% | |
Common Stock | ||
YoY Change | ||
Preferred Stock | ||
YoY Change | ||
Treasury Stock (at cost) | ||
YoY Change | ||
Treasury Stock Shares | ||
Shareholders Equity | -$79.77K | $45.18M |
YoY Change | ||
Total Liabilities & Shareholders Equity | $45.36M | $45.36M |
YoY Change | -80.96% | -80.96% |
Cashflow Statement
Concept | 2023 Q4 | 2023 |
---|---|---|
OPERATING ACTIVITIES | ||
Net Income | $3.482M | $7.624M |
YoY Change | 48.01% | -28.8% |
Depreciation, Depletion And Amortization | ||
YoY Change | ||
Cash From Operating Activities | -$136.6K | -$964.3K |
YoY Change | -35.06% | 6.64% |
INVESTING ACTIVITIES | ||
Capital Expenditures | ||
YoY Change | ||
Acquisitions | ||
YoY Change | ||
Other Investing Activities | $0.00 | $197.9M |
YoY Change | ||
Cash From Investing Activities | $0.00 | $197.9M |
YoY Change | ||
FINANCING ACTIVITIES | ||
Cash Dividend Paid | ||
YoY Change | ||
Common Stock Issuance & Retirement, Net | ||
YoY Change | ||
Debt Paid & Issued, Net | ||
YoY Change | ||
Cash From Financing Activities | 107.3K | -197.0M |
YoY Change | -61.68% | -70457.9% |
NET CHANGE | ||
Cash From Operating Activities | -136.6K | -964.3K |
Cash From Investing Activities | 0.000 | 197.9M |
Cash From Financing Activities | 107.3K | -197.0M |
Net Change In Cash | -29.32K | -112.4K |
YoY Change | -142.11% | -81.99% |
FREE CASH FLOW | ||
Cash From Operating Activities | -$136.6K | -$964.3K |
Capital Expenditures | ||
Free Cash Flow | ||
YoY Change |
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NatureOfOperations
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<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Note 1 — Description of Organization and Business Operations</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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 that the Company had not yet identified as of December 31, 2023 (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">All activity for the period from January 21, 2021 (inception) through December 31, 2023 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 December 31<sup style="font-size:7.5pt;line-height:100%;top:0pt;vertical-align:top;">st</sup> as its fiscal year end.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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 CBG and CB Co-Investment LLC (“CB Co-Investment”), generating proceeds of approximately $10.6 million (Note 4).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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 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. As of December 31, 2023 and 2022, the Company had an outstanding balance of $0 and $350,000, respectively, under the Additional Convertible Note. (Note 5).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On October 13, 2022, the Company approved the grant of 30,000 restricted stock units (“RSUs”) to David G. Brown, then a member of the Board of Directors. Such RSUs will be granted to Mr. Brown upon consummation of a Business Combination and shareholder approval of an incentive plan pursuant to which such RSUs will be issued, subject to the Letter Agreement. (see Note 6).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;">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 </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">initial business combination. Such transfer of ordinary shares of the Company shall be effected immediately following the consummation of the Company’s 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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">At the Special Meeting, the shareholders of the Company approved the amendment to the Company’s amended and restated memorandum and articles of incorporation which was , which extended the date to consummate a Business Combination from May 15, 2023 to November 15, 2023, and allowed the Board, without another shareholder vote, to elect to further extend the date to consummate an 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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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 “Notice”). The 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 Nasdaq Global Market.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On June 14, 2023, the board of directors of the Company approved the grant of 30,000 RSUs to Mr. Roger Lazarus as compensation for services provided to the Company. 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 Letter Agreement. (see Note 6).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Effective as of December 4, 2023, the Company’s Class A ordinary shares and Units ceased trading on Nasdaq Global Market and commenced trading on Nasdaq Capital Market</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On December 29, 2023 (the “Closing Date”), the Company, CBG, CB Co-Investment and 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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of the Closing Date, and in connection with the consummation of the transactions contemplated by the Securities Purchase Agreement:</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">(1) CB Co-Investment irrevocably agreed to convert the $1.15 million CB Co-Investment loan into Loan Conversion 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 Loan Conversion 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).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;">(2) CBG, CB Co-Investment and Roger Lazarus, our 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 a proposal to amend and restate its Amended and Restated Memorandum and Articles of Association, which was adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), (the “Amendment Proposal”) to among other things: (i) extend from February 15, 2024 to November 15, 2024 the date by which, if the Company has not consummated its 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 <span style="-sec-ix-hidden:Hidden_TI0AEDPsn0SOLBzBmGbZFw;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">ten</span></span> 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; and (ii) provide for the right of the holders of our Class B Shares, to convert such shares into shares of our Class A Shares, on a one-to-one basis at the election of such holders. Class A Shares issued upon conversion of Class B Shares will </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">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 Roger Lazarus have also agreed to irrevocably exercise such right to convert all of their Class B ordinary shares immediately upon such approval.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">(3) Fulton AC and the parties to that certain letter agreement (the “Letter Agreement”), dated November 9, 2021, by and among CBG, CB Co-Investment, and certain individuals, entered into an amendment to the Letter Agreement (the “Letter Agreement Amendment”), 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. 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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">(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. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">(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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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 CBG note which was terminated on December 29, 2023. 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 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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Effective as of the Closing Date, all of the Company’s officers, other than the Chief Financial Officer, and the entirety of the Board of Directors resigned. Further, the size of the Board of Directors was decreased from five to four members. Prior to resigning, the Board of Directors appointed Andrew Cohen, Daniel Wainstein, Lewis Silberman and Paul Baron to fill the vacancies and appointed Andrew Cohen as Chief Executive Officer of the Company. Roger Lazarus, the Company’s Chief Financial Officer continued to serve as the Chief Financial Officer of the Company. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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 such consummation of a 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 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 CBG, or after the Amendment to the Letter Agreement discussed below, Fulton AC.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Notwithstanding the foregoing, the Company’s 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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;padding-bottom:12pt;text-align:justify;text-indent:18pt;margin:0pt;">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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;background:#ffffff;margin:0pt;"><span style="font-style:italic;font-weight:bold;">Emerging Growth Company</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;background:#ffffff;margin:0pt;"><span style="visibility:hidden;"></span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;">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 </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;font-weight:bold;">Risks and Uncertainties</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 12, 2023, the FDIC, the Department of Treasury and the Federal Reserve issued a joint statement indicating that actions would be taken to complete the FDIC’s resolution of SVB in a manner that protects depositors. The financial institution was reopened by the FDIC on March 13, 2023, with customers having full access to their deposits and debt facilities as at the time of the closure. On March 26, 2023, the FDIC entered into a purchase and assumption agreement for all deposits and loans of Silicon Valley Bridge Bank, National Association with First Citizens Bank & Trust Company. Management has evaluated the situation and since the Company is not a borrower or party to any such instruments with SVB or any other financial institution currently in receivership, there is no material impact on the financial statements of the Company.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On May 1, 2023, First Republic Bank was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. To protect depositors, the FDIC entered into a purchase and assumption agreement with JPMorgan Chase Bank, National Association, Columbus, Ohio, to assume all of the deposits and substantially all of the assets of First Republic Bank. Management evaluated the situation and determined there is no material impact on the financial statements of the Company.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;font-weight:bold;">Liquidity and Capital Resources</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of December 31, 2023, the Company had $3,898 in its operating bank account and working capital deficit of $61,449.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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 Notes. As of December 31, 2023 and 2022, there was $0 and $1,500,000, respectively, outstanding under the working capital loans (convertible notes).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company has until November 15, 2024 to consummate an initial Business Combination. 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 “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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;">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 </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">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, 2024. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.</p> | |
CY2023 | CBRGU |
Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
|
1 | |
CY2023Q4 | CBRGU |
Number Of Board Of Directors Before Resignation
NumberOfBoardOfDirectorsBeforeResignation
|
5 | |
CY2023Q4 | CBRGU |
Number Of Board Of Directors
NumberOfBoardOfDirectors
|
4 | |
CY2023 | CBRGU |
Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
|
1 | |
CY2023 | CBRGU |
Threshold Minimum Aggregate Fair Market Value As Percentage Of Net Asset Held In Trust Account
ThresholdMinimumAggregateFairMarketValueAsPercentageOfNetAssetHeldInTrustAccount
|
0.80 | |
CY2023 | CBRGU |
Threshold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination
ThresholdPercentageOfOutstandingVotingSecuritiesOfTargetToBeAcquiredByPostTransactionCompanyToCompleteBusinessCombination
|
0.50 | |
CY2023 | CBRGU |
Class Of Warrant Or Right Pro Rata Redemption Price Of Warrants Or Rights
ClassOfWarrantOrRightProRataRedemptionPriceOfWarrantsOrRights
|
10.20 | |
CY2023Q4 | CBRGU |
Minimum Net Tangible Assets Upon Consummation Of Business Combination
MinimumNetTangibleAssetsUponConsummationOfBusinessCombination
|
5000001 | |
CY2023 | CBRGU |
Threshold Percentage Of Public Shares Subject To Redemption Without Company Prior Written Consent
ThresholdPercentageOfPublicSharesSubjectToRedemptionWithoutCompanyPriorWrittenConsent
|
0.15 | |
CY2023 | CBRGU |
Operating Bank Accounts
OperatingBankAccounts
|
3898 | |
CY2023 | CBRGU |
Working Capital
WorkingCapital
|
61449 | |
CY2023 | us-gaap |
Use Of Estimates
UseOfEstimates
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;margin:0pt 0pt 12pt 0pt;"><i style="font-style:italic;">Use of </i><i style="font-style:italic;letter-spacing:-0.05pt;">Estimates</i></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The preparation of financial statements in conformity with U.S. 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<span style="letter-spacing:-0.05pt;">.</span></p> | |
CY2022Q4 | us-gaap |
Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
|
0 | |
CY2023Q4 | us-gaap |
Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
|
0 | |
CY2023 | us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;margin:0pt;"><i style="font-style:italic;letter-spacing:-0.05pt;">Concentration </i><i style="font-style:italic;">of Credit</i><i style="font-style:italic;letter-spacing:-0.05pt;"> </i><i style="font-style:italic;">Risk</i></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;margin:0.05pt 0pt 0pt 0pt;"><span style="font-style:italic;visibility:hidden;"></span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;"><span style="letter-spacing:-0.05pt;">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.</span></p> | |
CY2023Q4 | us-gaap |
Class Of Warrant Or Right Outstanding
ClassOfWarrantOrRightOutstanding
|
22050000 | |
CY2023Q2 | CBRGU |
Maximum Number Of Times Board Of Directors Allowed For Extending Date To Consummation Of Business Combination
MaximumNumberOfTimesBoardOfDirectorsAllowedForExtendingDateToConsummationOfBusinessCombination
|
3 | |
CY2023 | us-gaap |
Allocated Share Based Compensation Expense
AllocatedShareBasedCompensationExpense
|
0 | |
CY2023 | CBRGU |
Restrictions On Transfer Period Of Time After Business Combination Completion
RestrictionsOnTransferPeriodOfTimeAfterBusinessCombinationCompletion
|
P1Y | |
CY2023 | CBRGU |
Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Trading Days
TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdTradingDays
|
P20D | |
CY2023 | CBRGU |
Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Consecutive Trading Days
TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdConsecutiveTradingDays
|
P30D | |
CY2023 | CBRGU |
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences
ThresholdPeriodAfterBusinessCombinationInWhichSpecifiedTradingDaysWithinAnySpecifiedTradingDayPeriodCommences
|
P150D | |
CY2023 | CBRGU |
Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Trading Days
TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdTradingDays
|
P20D | |
CY2023 | CBRGU |
Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Consecutive Trading Days
TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdConsecutiveTradingDays
|
P30D | |
CY2023 | CBRGU |
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences
ThresholdPeriodAfterBusinessCombinationInWhichSpecifiedTradingDaysWithinAnySpecifiedTradingDayPeriodCommences
|
P150D | |
CY2023Q4 | CBRGU |
Maximum Number Of Demands For Registration Of Securities
MaximumNumberOfDemandsForRegistrationOfSecurities
|
3 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2023Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2022Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2023Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | |
CY2023Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | |
CY2023 | CBRGU |
Convertible Stock Conversion Ratio
ConvertibleStockConversionRatio
|
1 | |
CY2023 | CBRGU |
Threshold Period For Filling Registration Statement After Business Combination
ThresholdPeriodForFillingRegistrationStatementAfterBusinessCombination
|
P20D | |
CY2023 | CBRGU |
Threshold Period For Filling Registration Statement Within Number Of Days Of Business Combination
ThresholdPeriodForFillingRegistrationStatementWithinNumberOfDaysOfBusinessCombination
|
P60D | |
CY2023Q4 | us-gaap |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1
|
11.50 | |
CY2023Q4 | us-gaap |
Warrants And Rights Outstanding Term
WarrantsAndRightsOutstandingTerm
|
P5Y | |
CY2023Q4 | us-gaap |
Share Price
SharePrice
|
9.20 | |
CY2023Q4 | CBRGU |
Percentage Of Gross Proceeds On Total Equity Proceeds
PercentageOfGrossProceedsOnTotalEquityProceeds
|
0.60 | |
CY2023 | CBRGU |
Threshold Number Of Specified Trading Days Determining Volume Weighted Average Trading Price
ThresholdNumberOfSpecifiedTradingDaysDeterminingVolumeWeightedAverageTradingPrice
|
P10D | |
CY2023Q4 | us-gaap |
Share Price
SharePrice
|
9.20 | |
CY2023Q4 | CBRGU |
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value
ClassOfWarrantOrRightAdjustmentOfExercisePriceOfWarrantsOrRightsPercentBasedOnMarketValue
|
1.15 | |
CY2023Q4 | CBRGU |
Class Of Warrant Or Right Redemption Of Warrants Or Rights Reference Price
ClassOfWarrantOrRightRedemptionOfWarrantsOrRightsReferencePrice
|
18.00 | |
CY2023Q4 | CBRGU |
Class Of Warrant Or Right Adjustment Of Redemption Price Of Warrants Or Rights Percent Based On Market Value
ClassOfWarrantOrRightAdjustmentOfRedemptionPriceOfWarrantsOrRightsPercentBasedOnMarketValue
|
1.80 | |
CY2023 | CBRGU |
Threshold Period For Not To Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination
ThresholdPeriodForNotToTransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombination
|
P30D | |
CY2022Q4 | us-gaap |
Cash
Cash
|
315 |