2023 Q4 Form 10-K Financial Statement

#000141057824000350 Filed on March 29, 2024

View on sec.gov

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

Facts In Submission

Frame Concept Type Concept / XBRL Key Value Unit
CY2023Q4 us-gaap Commitments And Contingencies
CommitmentsAndContingencies
CY2022Q4 us-gaap Commitments And Contingencies
CommitmentsAndContingencies
CY2023Q4 us-gaap Preferred Stock Value
PreferredStockValue
CY2022Q4 us-gaap Preferred Stock Value
PreferredStockValue
CY2023 dei Entity Central Index Key
EntityCentralIndexKey
0001845149
CY2023 dei Current Fiscal Year End Date
CurrentFiscalYearEndDate
--12-31
CY2023 dei Document Fiscal Year Focus
DocumentFiscalYearFocus
2023
CY2023 dei Document Fiscal Period Focus
DocumentFiscalPeriodFocus
FY
CY2023 dei Amendment Flag
AmendmentFlag
false
CY2023 CBRGU Transition Report
TransitionReport
true
CY2022Q4 us-gaap Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
0
CY2023Q4 us-gaap Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
0
CY2023Q2 CBRGU Threshold Period For Redemption Of Shares If Business Combination Not Consummated
ThresholdPeriodForRedemptionOfSharesIfBusinessCombinationNotConsummated
P10D
CY2023 dei Document Type
DocumentType
10-K
CY2023 dei Document Annual Report
DocumentAnnualReport
true
CY2023Q4 us-gaap Derivative Liabilities Noncurrent
DerivativeLiabilitiesNoncurrent
112460
CY2023 dei Document Period End Date
DocumentPeriodEndDate
2023-12-31
CY2023 dei Document Transition Report
DocumentTransitionReport
false
CY2023 dei Entity File Number
EntityFileNumber
001-41047
CY2023 dei Entity Registrant Name
EntityRegistrantName
Chain Bridge I
CY2023 dei Entity Incorporation State Country Code
EntityIncorporationStateCountryCode
KY
CY2023 dei Entity Tax Identification Number
EntityTaxIdentificationNumber
95-1578955
CY2023 dei Entity Address Address Line1
EntityAddressAddressLine1
8 The Green # 17538
CY2023 dei Entity Address City Or Town
EntityAddressCityOrTown
Dover
CY2023 dei Entity Address State Or Province
EntityAddressStateOrProvince
DE
CY2023 dei Entity Address Postal Zip Code
EntityAddressPostalZipCode
19901
CY2023 dei City Area Code
CityAreaCode
(302)
CY2023 dei Local Phone Number
LocalPhoneNumber
597-7438
CY2023 dei Entity Well Known Seasoned Issuer
EntityWellKnownSeasonedIssuer
No
CY2023 dei Entity Voluntary Filers
EntityVoluntaryFilers
No
CY2023 dei Entity Current Reporting Status
EntityCurrentReportingStatus
Yes
CY2023 dei Entity Interactive Data Current
EntityInteractiveDataCurrent
Yes
CY2023 dei Entity Filer Category
EntityFilerCategory
Non-accelerated Filer
CY2023 dei Entity Small Business
EntitySmallBusiness
true
CY2023 dei Entity Emerging Growth Company
EntityEmergingGrowthCompany
true
CY2023 dei Entity Ex Transition Period
EntityExTransitionPeriod
false
CY2023 dei Icfr Auditor Attestation Flag
IcfrAuditorAttestationFlag
false
CY2023 dei Document Fin Stmt Error Correction Flag
DocumentFinStmtErrorCorrectionFlag
false
CY2023 dei Entity Shell Company
EntityShellCompany
true
CY2023Q2 dei Entity Public Float
EntityPublicFloat
43586907
CY2023Q4 ecd Rule10b51 Arr Adopted Flag
Rule10b51ArrAdoptedFlag
false
CY2023Q4 ecd Non Rule10b51 Arr Adopted Flag
NonRule10b51ArrAdoptedFlag
false
CY2023Q4 ecd Rule10b51 Arr Trmntd Flag
Rule10b51ArrTrmntdFlag
false
CY2023Q4 ecd Non Rule10b51 Arr Trmntd Flag
NonRule10b51ArrTrmntdFlag
false
CY2023 dei Auditor Firm
AuditorFirmId
1596
CY2023 dei Auditor Name
AuditorName
Frank, Rimerman + Co. LLP
CY2023 dei Auditor Location
AuditorLocation
San Francisco, California
CY2023Q4 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
3898
CY2022Q4 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
116320
CY2023Q4 us-gaap Prepaid Expense Current
PrepaidExpenseCurrent
3148
CY2022Q4 us-gaap Prepaid Expense Current
PrepaidExpenseCurrent
322292
CY2023Q4 us-gaap Assets Current
AssetsCurrent
7046
CY2022Q4 us-gaap Assets Current
AssetsCurrent
438612
CY2023Q4 us-gaap Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
45356234
CY2022Q4 us-gaap Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
237796114
CY2023Q4 us-gaap Assets
Assets
45363280
CY2022Q4 us-gaap Assets
Assets
238234726
CY2023Q4 us-gaap Accounts Payable Current
AccountsPayableCurrent
9065
CY2022Q4 us-gaap Accounts Payable Current
AccountsPayableCurrent
27056
CY2023Q4 us-gaap Accrued Liabilities Current
AccruedLiabilitiesCurrent
59430
CY2022Q4 us-gaap Accrued Liabilities Current
AccruedLiabilitiesCurrent
5433
CY2023Q4 us-gaap Liabilities Current
LiabilitiesCurrent
68495
CY2022Q4 us-gaap Liabilities Current
LiabilitiesCurrent
32489
CY2022Q4 us-gaap Long Term Notes Payable
LongTermNotesPayable
1431546
CY2022Q4 us-gaap Derivative Liabilities Noncurrent
DerivativeLiabilitiesNoncurrent
2547235
CY2023Q4 us-gaap Shares Subject To Mandatory Redemption Settlement Terms Amount Noncurrent
SharesSubjectToMandatoryRedemptionSettlementTermsAmountNoncurrent
5865
CY2022Q4 CBRGU Deferred Legal Fees Non Current
DeferredLegalFeesNonCurrent
267420
CY2023Q4 us-gaap Liabilities
Liabilities
186820
CY2022Q4 us-gaap Liabilities
Liabilities
4278690
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 Authorized
PreferredStockSharesAuthorized
1000000
CY2023Q4 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2022Q4 us-gaap Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
0
CY2023Q4 us-gaap Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
0
CY2022Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2023Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2023Q4 us-gaap Additional Paid In Capital
AdditionalPaidInCapital
863326
CY2023Q4 us-gaap Retained Earnings Accumulated Deficit
RetainedEarningsAccumulatedDeficit
-943675
CY2022Q4 us-gaap Retained Earnings Accumulated Deficit
RetainedEarningsAccumulatedDeficit
-3740653
CY2023Q4 us-gaap Stockholders Equity
StockholdersEquity
-79774
CY2022Q4 us-gaap Stockholders Equity
StockholdersEquity
-3740078
CY2023Q4 us-gaap Liabilities And Stockholders Equity
LiabilitiesAndStockholdersEquity
45363280
CY2022Q4 us-gaap Liabilities And Stockholders Equity
LiabilitiesAndStockholdersEquity
238234726
CY2023 us-gaap General And Administrative Expense
GeneralAndAdministrativeExpense
969148
CY2022 us-gaap General And Administrative Expense
GeneralAndAdministrativeExpense
1094381
CY2023 CBRGU General And Administrative Expenses Related Party
GeneralAndAdministrativeExpensesRelatedParty
350323
CY2022 CBRGU General And Administrative Expenses Related Party
GeneralAndAdministrativeExpensesRelatedParty
300000
CY2023 us-gaap Operating Income Loss
OperatingIncomeLoss
-1319471
CY2022 us-gaap Operating Income Loss
OperatingIncomeLoss
-1394381
CY2023 CBRGU Change In Fair Value Of Derivative Liabilities
ChangeInFairValueOfDerivativeLiabilities
-2103247
CY2022 CBRGU Change In Fair Value Of Derivative Liabilities
ChangeInFairValueOfDerivativeLiabilities
-8953745
CY2023 CBRGU Change In Fair Value Of Convertible Note Related Party
ChangeInFairValueOfConvertibleNoteRelatedParty
-839
CY2022 CBRGU Change In Fair Value Of Convertible Note Related Party
ChangeInFairValueOfConvertibleNoteRelatedParty
27990
CY2023 us-gaap Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
-1144135
CY2023 us-gaap Gains Losses On Extinguishment Of Debt
GainsLossesOnExtinguishmentOfDebt
-69293
CY2023 CBRGU Gain On Forgiveness Of Legal Fees
GainOnForgivenessOfLegalFees
18827
CY2023 CBRGU Gain Loss On Extinguishment Of Derivative Liabilities
GainLossOnExtinguishmentOfDerivativeLiabilities
331528
CY2023 us-gaap Investment Income Interest
InvestmentIncomeInterest
5414145
CY2022 us-gaap Investment Income Interest
InvestmentIncomeInterest
3177116
CY2023 us-gaap Net Income Loss
NetIncomeLoss
7623957
CY2022 us-gaap Net Income Loss
NetIncomeLoss
10708490
CY2021Q4 us-gaap Stockholders Equity
StockholdersEquity
-11352454
CY2022 us-gaap Net Income Loss
NetIncomeLoss
10708490
CY2022 us-gaap Temporary Equity Dividends Adjustment
TemporaryEquityDividendsAdjustment
3096114
CY2022Q4 us-gaap Stockholders Equity
StockholdersEquity
-3740078
CY2023 CBRGU Adjustments To Additional Paid In Capital Fair Value Of Transferred Shares From Non Redemption Agreements
AdjustmentsToAdditionalPaidInCapitalFairValueOfTransferredSharesFromNonRedemptionAgreements
4802931
CY2023 CBRGU Adjustments To Additional Paid In Capital Deemed Capital Contribution From Non Redemption Agreements
AdjustmentsToAdditionalPaidInCapitalDeemedCapitalContributionFromNonRedemptionAgreements
4802931
CY2023 CBRGU Adjustments To Additional Paid In Capital Capital Contribution By Counter Parties
AdjustmentsToAdditionalPaidInCapitalCapitalContributionByCounterParties
1201899
CY2023 us-gaap Net Income Loss
NetIncomeLoss
7623957
CY2023 us-gaap Temporary Equity Dividends Adjustment
TemporaryEquityDividendsAdjustment
5165552
CY2023Q4 us-gaap Stockholders Equity
StockholdersEquity
-79774
CY2023 us-gaap Profit Loss
ProfitLoss
7623957
CY2022 us-gaap Profit Loss
ProfitLoss
10708490
CY2023 CBRGU Change In Fair Value Of Derivative Liabilities
ChangeInFairValueOfDerivativeLiabilities
-2103247
CY2022 CBRGU Change In Fair Value Of Derivative Liabilities
ChangeInFairValueOfDerivativeLiabilities
-8953745
CY2023 CBRGU Change In Fair Value Of Convertible Note Related Party
ChangeInFairValueOfConvertibleNoteRelatedParty
-839
CY2022 CBRGU Change In Fair Value Of Convertible Note Related Party
ChangeInFairValueOfConvertibleNoteRelatedParty
27990
CY2023 us-gaap Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
-1144135
CY2023 CBRGU Gain On Forgiveness Of Legal Fees
GainOnForgivenessOfLegalFees
18827
CY2023 CBRGU Gain Loss On Extinguishment Of Derivative Liabilities
GainLossOnExtinguishmentOfDerivativeLiabilities
331528
CY2023 us-gaap Gains Losses On Extinguishment Of Debt
GainsLossesOnExtinguishmentOfDebt
-69293
CY2023 us-gaap Investment Income Interest
InvestmentIncomeInterest
5414145
CY2022 us-gaap Investment Income Interest
InvestmentIncomeInterest
3177116
CY2023 us-gaap Increase Decrease In Prepaid Expense
IncreaseDecreaseInPrepaidExpense
-319144
CY2022 us-gaap Increase Decrease In Prepaid Expense
IncreaseDecreaseInPrepaidExpense
-503879
CY2023 us-gaap Increase Decrease In Accounts Payable Trade
IncreaseDecreaseInAccountsPayableTrade
-17991
CY2022 us-gaap Increase Decrease In Accounts Payable Trade
IncreaseDecreaseInAccountsPayableTrade
27056
CY2023 us-gaap Increase Decrease In Accrued Liabilities
IncreaseDecreaseInAccruedLiabilities
53997
CY2022 us-gaap Increase Decrease In Accrued Liabilities
IncreaseDecreaseInAccruedLiabilities
-40873
CY2023 us-gaap Net Cash Provided By Used In Operating Activities
NetCashProvidedByUsedInOperatingActivities
-964321
CY2022 us-gaap Net Cash Provided By Used In Operating Activities
NetCashProvidedByUsedInOperatingActivities
-904319
CY2023 CBRGU Proceeds From Trust Account In Connection With Redemption
ProceedsFromTrustAccountInConnectionWithRedemption
197854025
CY2023 us-gaap Net Cash Provided By Used In Investing Activities
NetCashProvidedByUsedInInvestingActivities
197854025
CY2023 us-gaap Proceeds From Related Party Debt
ProceedsFromRelatedPartyDebt
851899
CY2022 us-gaap Proceeds From Related Party Debt
ProceedsFromRelatedPartyDebt
350000
CY2022 us-gaap Payments Of Stock Issuance Costs
PaymentsOfStockIssuanceCosts
70000
CY2023 CBRGU Payment For Redemption Of Ordinary Shares
PaymentForRedemptionOfOrdinaryShares
197854025
CY2023 us-gaap Net Cash Provided By Used In Financing Activities
NetCashProvidedByUsedInFinancingActivities
-197002126
CY2022 us-gaap Net Cash Provided By Used In Financing Activities
NetCashProvidedByUsedInFinancingActivities
280000
CY2023 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
-112422
CY2022 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
-624319
CY2022Q4 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
116320
CY2021Q4 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
740639
CY2023Q4 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
3898
CY2022Q4 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
116320
CY2023 CBRGU Deemed Capital Contribution From Non Redemption Agreements
DeemedCapitalContributionFromNonRedemptionAgreements
4802931
CY2023 CBRGU Fair Value Of Transferred Class B Shares For Non Redemption Agreements
FairValueOfTransferredClassBSharesForNonRedemptionAgreements
-4802931
CY2023 us-gaap Debt Conversion Converted Instrument Amount1
DebtConversionConvertedInstrumentAmount1
1201899
CY2023 us-gaap Temporary Equity Dividends Adjustment
TemporaryEquityDividendsAdjustment
5165552
CY2022 us-gaap Temporary Equity Dividends Adjustment
TemporaryEquityDividendsAdjustment
3096114
CY2023 CBRGU Forgiveness Of Deferred Offering Costs
ForgivenessOfDeferredOfferingCosts
248953
CY2023 us-gaap Nature Of Operations
NatureOfOperations
<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 &amp; 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 &amp; 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

Files In Submission

Name View Source Status
0001410578-24-000350-index-headers.html Edgar Link pending
0001410578-24-000350-index.html Edgar Link pending
0001410578-24-000350.txt Edgar Link pending
0001410578-24-000350-xbrl.zip Edgar Link pending
cbrgu-20231231.xsd Edgar Link pending
cbrgu-20231231x10k.htm Edgar Link pending
cbrgu-20231231xex31d1.htm Edgar Link pending
cbrgu-20231231xex31d2.htm Edgar Link pending
cbrgu-20231231xex32d1.htm Edgar Link pending
cbrgu-20231231xex32d2.htm Edgar Link pending
cbrgu-20231231xex4d5.htm Edgar Link pending
cbrgu-20231231_cal.xml Edgar Link unprocessable
cbrgu-20231231_def.xml Edgar Link unprocessable
cbrgu-20231231_lab.xml Edgar Link unprocessable
cbrgu-20231231_pre.xml Edgar Link unprocessable
FilingSummary.xml Edgar Link unprocessable
cbrgu-20231231x10k_htm.xml Edgar Link completed
Financial_Report.xlsx Edgar Link pending
MetaLinks.json Edgar Link pending
R1.htm Edgar Link pending
R10.htm Edgar Link pending
R11.htm Edgar Link pending
R12.htm Edgar Link pending
R13.htm Edgar Link pending
R14.htm Edgar Link pending
R15.htm Edgar Link pending
R16.htm Edgar Link pending
R17.htm Edgar Link pending
R18.htm Edgar Link pending
R19.htm Edgar Link pending
R2.htm Edgar Link pending
R20.htm Edgar Link pending
R21.htm Edgar Link pending
R22.htm Edgar Link pending
R23.htm Edgar Link pending
R24.htm Edgar Link pending
R25.htm Edgar Link pending
R26.htm Edgar Link pending
R27.htm Edgar Link pending
R28.htm Edgar Link pending
R29.htm Edgar Link pending
R3.htm Edgar Link pending
R30.htm Edgar Link pending
R31.htm Edgar Link pending
R32.htm Edgar Link pending
R33.htm Edgar Link pending
R34.htm Edgar Link pending
R35.htm Edgar Link pending
R36.htm Edgar Link pending
R37.htm Edgar Link pending
R38.htm Edgar Link pending
R39.htm Edgar Link pending
R4.htm Edgar Link pending
R5.htm Edgar Link pending
R6.htm Edgar Link pending
R7.htm Edgar Link pending
R8.htm Edgar Link pending
R9.htm Edgar Link pending
report.css Edgar Link pending
Show.js Edgar Link pending