$CBRG
Chain Bridge I

2024 Q2 Form 10-Q Financial Statement

#000141057824001498 Filed on August 16, 2024

View on sec.gov

Income Statement

Concept 2024 Q2
Revenue $0.00
YoY Change
Cost Of Revenue
YoY Change
Gross Profit
YoY Change
Gross Profit Margin
Selling, General & Admin $593.4K
YoY Change -4.3%
% of Gross Profit
Research & Development
YoY Change
% of Gross Profit
Depreciation & Amortization
YoY Change
% of Gross Profit
Operating Expenses $593.4K
YoY Change -4.3%
Operating Profit -$593.4K
YoY Change -4.06%
Interest Expense $145.7K
YoY Change -94.0%
% of Operating Profit
Other Income/Expense, Net $145.7K
YoY Change -93.99%
Pretax Income -$447.6K
YoY Change -124.73%
Income Tax
% Of Pretax Income
Net Earnings -$447.6K
YoY Change -124.79%
Net Earnings / Revenue
Basic Earnings Per Share
Diluted Earnings Per Share -$0.07
COMMON SHARES
Basic Shares Outstanding
Diluted Shares Outstanding

Balance Sheet

Concept 2024 Q2
SHORT-TERM ASSETS
Cash & Short-Term Investments $2.270K
YoY Change
Cash & Equivalents $2.267K
Short-Term Investments
Other Short-Term Assets $61.33K
YoY Change -69.34%
Inventory
Prepaid Expenses $61.33K
Receivables
Other Receivables
Total Short-Term Assets $63.60K
YoY Change -72.02%
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments $11.35M
YoY Change -74.33%
Other Assets
YoY Change
Total Long-Term Assets $11.35M
YoY Change -74.32%
TOTAL ASSETS
Total Short-Term Assets $63.60K
Total Long-Term Assets $11.35M
Total Assets $11.41M
YoY Change -74.31%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable $346.1K
YoY Change 78.12%
Accrued Expenses $615.5K
YoY Change 2294.01%
Deferred Revenue
YoY Change
Short-Term Debt $0.00
YoY Change
Long-Term Debt Due
YoY Change
Total Short-Term Liabilities $961.5K
YoY Change 337.08%
LONG-TERM LIABILITIES
Long-Term Debt $354.4K
YoY Change -81.35%
Other Long-Term Liabilities $1.103M
YoY Change -31.09%
Total Long-Term Liabilities $1.457M
YoY Change -58.37%
TOTAL LIABILITIES
Total Short-Term Liabilities $961.5K
Total Long-Term Liabilities $1.457M
Total Liabilities $2.418M
YoY Change -34.73%
SHAREHOLDERS EQUITY
Retained Earnings -$2.630M
YoY Change -22.17%
Common Stock
YoY Change
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity -$2.255M
YoY Change
Total Liabilities & Shareholders Equity $11.41M
YoY Change -74.31%

Cashflow Statement

Concept 2024 Q2
OPERATING ACTIVITIES
Net Income -$447.6K
YoY Change -124.79%
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities -$149.5K
YoY Change -58.48%
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities -$10.00K
YoY Change -100.01%
Cash From Investing Activities -$10.00K
YoY Change -100.01%
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities 156.6K
YoY Change -100.08%
NET CHANGE
Cash From Operating Activities -149.5K
Cash From Investing Activities -10.00K
Cash From Financing Activities 156.6K
Net Change In Cash -2.840K
YoY Change -98.65%
FREE CASH FLOW
Cash From Operating Activities -$149.5K
Capital Expenditures
Free Cash Flow
YoY Change

Facts In Submission

Frame Concept Type Concept / XBRL Key Value Unit
CY2024Q2 us-gaap Commitments And Contingencies
CommitmentsAndContingencies
CY2023Q4 us-gaap Commitments And Contingencies
CommitmentsAndContingencies
CY2024Q2 us-gaap Preferred Stock Value
PreferredStockValue
CY2023Q4 us-gaap Preferred Stock Value
PreferredStockValue
dei Entity Central Index Key
EntityCentralIndexKey
0001845149
dei Current Fiscal Year End Date
CurrentFiscalYearEndDate
--12-31
dei Document Fiscal Year Focus
DocumentFiscalYearFocus
2024
dei Document Fiscal Period Focus
DocumentFiscalPeriodFocus
Q2
dei Amendment Flag
AmendmentFlag
false
CY2024Q2 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
CY2024Q2 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
dei Document Type
DocumentType
10-Q
dei Document Quarterly Report
DocumentQuarterlyReport
true
dei Document Period End Date
DocumentPeriodEndDate
2024-06-30
dei Document Transition Report
DocumentTransitionReport
false
dei Entity File Number
EntityFileNumber
001-41047
dei Entity Registrant Name
EntityRegistrantName
CHAIN BRIDGE I
dei Entity Incorporation State Country Code
EntityIncorporationStateCountryCode
E9
dei Entity Tax Identification Number
EntityTaxIdentificationNumber
95-1578955
dei Entity Address Address Line1
EntityAddressAddressLine1
8 The Green # 17538
dei Entity Address City Or Town
EntityAddressCityOrTown
Dover
dei Entity Address State Or Province
EntityAddressStateOrProvince
DE
dei Entity Address Postal Zip Code
EntityAddressPostalZipCode
19901
dei City Area Code
CityAreaCode
302
dei Local Phone Number
LocalPhoneNumber
597-7438
dei Entity Current Reporting Status
EntityCurrentReportingStatus
Yes
dei Entity Interactive Data Current
EntityInteractiveDataCurrent
Yes
dei Entity Filer Category
EntityFilerCategory
Non-accelerated Filer
dei Entity Small Business
EntitySmallBusiness
true
dei Entity Emerging Growth Company
EntityEmergingGrowthCompany
true
dei Entity Ex Transition Period
EntityExTransitionPeriod
false
dei Entity Shell Company
EntityShellCompany
true
CY2024Q2 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
2267
CY2023Q4 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
3898
CY2024Q2 us-gaap Prepaid Expense Current
PrepaidExpenseCurrent
61333
CY2023Q4 us-gaap Prepaid Expense Current
PrepaidExpenseCurrent
3148
CY2024Q2 us-gaap Assets Current
AssetsCurrent
63600
CY2023Q4 us-gaap Assets Current
AssetsCurrent
7046
CY2024Q2 us-gaap Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
11347748
CY2023Q4 us-gaap Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
45356234
CY2024Q2 us-gaap Assets
Assets
11411348
CY2023Q4 us-gaap Assets
Assets
45363280
CY2024Q2 us-gaap Accounts Payable Current
AccountsPayableCurrent
346051
CY2023Q4 us-gaap Accounts Payable Current
AccountsPayableCurrent
9065
CY2024Q2 us-gaap Accrued Liabilities Current
AccruedLiabilitiesCurrent
615477
CY2023Q4 us-gaap Accrued Liabilities Current
AccruedLiabilitiesCurrent
59430
CY2024Q2 us-gaap Liabilities Current
LiabilitiesCurrent
961528
CY2023Q4 us-gaap Liabilities Current
LiabilitiesCurrent
68495
CY2024Q2 us-gaap Long Term Notes Payable
LongTermNotesPayable
296942
CY2024Q2 us-gaap Derivative Liabilities Noncurrent
DerivativeLiabilitiesNoncurrent
1102500
CY2023Q4 us-gaap Derivative Liabilities Noncurrent
DerivativeLiabilitiesNoncurrent
112460
CY2024Q2 us-gaap Shares Subject To Mandatory Redemption Settlement Terms Amount Noncurrent
SharesSubjectToMandatoryRedemptionSettlementTermsAmountNoncurrent
57500
CY2023Q4 us-gaap Shares Subject To Mandatory Redemption Settlement Terms Amount Noncurrent
SharesSubjectToMandatoryRedemptionSettlementTermsAmountNoncurrent
5865
CY2024Q2 us-gaap Liabilities
Liabilities
2418470
CY2023Q4 us-gaap Liabilities
Liabilities
186820
CY2024Q2 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
CY2024Q2 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2023Q4 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2024Q2 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2023Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2024Q2 us-gaap Additional Paid In Capital
AdditionalPaidInCapital
374077
CY2023Q4 us-gaap Additional Paid In Capital
AdditionalPaidInCapital
863326
CY2024Q2 us-gaap Retained Earnings Accumulated Deficit
RetainedEarningsAccumulatedDeficit
-2629522
CY2023Q4 us-gaap Retained Earnings Accumulated Deficit
RetainedEarningsAccumulatedDeficit
-943675
CY2024Q2 us-gaap Stockholders Equity
StockholdersEquity
-2254870
CY2023Q4 us-gaap Stockholders Equity
StockholdersEquity
-79774
CY2024Q2 us-gaap Liabilities And Stockholders Equity
LiabilitiesAndStockholdersEquity
11411348
CY2023Q4 us-gaap Liabilities And Stockholders Equity
LiabilitiesAndStockholdersEquity
45363280
CY2024Q2 us-gaap General And Administrative Expense
GeneralAndAdministrativeExpense
563365
CY2023Q2 us-gaap General And Administrative Expense
GeneralAndAdministrativeExpense
528502
us-gaap General And Administrative Expense
GeneralAndAdministrativeExpense
1073421
us-gaap General And Administrative Expense
GeneralAndAdministrativeExpense
763426
CY2024Q2 CBRGU General And Administrative Expenses Related Party
GeneralAndAdministrativeExpensesRelatedParty
30000
CY2023Q2 CBRGU General And Administrative Expenses Related Party
GeneralAndAdministrativeExpensesRelatedParty
90000
CBRGU General And Administrative Expenses Related Party
GeneralAndAdministrativeExpensesRelatedParty
60000
CBRGU General And Administrative Expenses Related Party
GeneralAndAdministrativeExpensesRelatedParty
180000
CY2024Q2 us-gaap Operating Income Loss
OperatingIncomeLoss
-593365
CY2023Q2 us-gaap Operating Income Loss
OperatingIncomeLoss
-618502
us-gaap Operating Income Loss
OperatingIncomeLoss
-1133421
us-gaap Operating Income Loss
OperatingIncomeLoss
-943426
CY2023Q2 CBRGU Change In Fair Value Of Derivative Liabilities
ChangeInFairValueOfDerivativeLiabilities
-792821
CBRGU Change In Fair Value Of Derivative Liabilities
ChangeInFairValueOfDerivativeLiabilities
990040
CBRGU Change In Fair Value Of Derivative Liabilities
ChangeInFairValueOfDerivativeLiabilities
-1242524
CY2023Q2 CBRGU Change In Fair Value Of Convertible Note Related Party
ChangeInFairValueOfConvertibleNoteRelatedParty
6886
CBRGU Change In Fair Value Of Convertible Note Related Party
ChangeInFairValueOfConvertibleNoteRelatedParty
-63154
us-gaap Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
51635
CY2024Q2 us-gaap Investment Income Interest
InvestmentIncomeInterest
145729
CY2023Q2 us-gaap Investment Income Interest
InvestmentIncomeInterest
1638070
us-gaap Investment Income Interest
InvestmentIncomeInterest
489249
us-gaap Investment Income Interest
InvestmentIncomeInterest
4251387
CY2024Q2 us-gaap Nonoperating Income Expense
NonoperatingIncomeExpense
145729
CY2023Q2 us-gaap Nonoperating Income Expense
NonoperatingIncomeExpense
2424005
us-gaap Nonoperating Income Expense
NonoperatingIncomeExpense
-552426
us-gaap Nonoperating Income Expense
NonoperatingIncomeExpense
5557065
CY2024Q2 us-gaap Net Income Loss
NetIncomeLoss
-447636
CY2023Q2 us-gaap Net Income Loss
NetIncomeLoss
1805503
us-gaap Net Income Loss
NetIncomeLoss
-1685847
us-gaap Net Income Loss
NetIncomeLoss
4613639
CY2023Q4 us-gaap Stockholders Equity
StockholdersEquity
-79774
CY2024Q1 us-gaap Net Income Loss
NetIncomeLoss
-1238211
CY2024Q1 us-gaap Temporary Equity Dividends Adjustment
TemporaryEquityDividendsAdjustment
343520
CY2024Q1 us-gaap Stockholders Equity
StockholdersEquity
-1661505
CY2024Q2 us-gaap Net Income Loss
NetIncomeLoss
-447636
CY2024Q2 us-gaap Temporary Equity Dividends Adjustment
TemporaryEquityDividendsAdjustment
145729
CY2024Q2 us-gaap Stockholders Equity
StockholdersEquity
-2254870
CY2022Q4 us-gaap Stockholders Equity
StockholdersEquity
-3740078
CY2023Q1 us-gaap Net Income Loss
NetIncomeLoss
2808136
CY2023Q1 us-gaap Temporary Equity Dividends Adjustment
TemporaryEquityDividendsAdjustment
2613317
CY2023Q1 us-gaap Stockholders Equity
StockholdersEquity
-3545259
CY2023Q2 CBRGU Adjustments To Additional Paid In Capital Fair Value Of Transferred Shares From Non Redemption Agreements
AdjustmentsToAdditionalPaidInCapitalFairValueOfTransferredSharesFromNonRedemptionAgreements
4802931
CY2023Q2 CBRGU Adjustments To Additional Paid In Capital Deemed Capital Contribution From Non Redemption Agreements
AdjustmentsToAdditionalPaidInCapitalDeemedCapitalContributionFromNonRedemptionAgreements
4802931
CY2023Q2 us-gaap Net Income Loss
NetIncomeLoss
1805503
CY2023Q2 us-gaap Temporary Equity Dividends Adjustment
TemporaryEquityDividendsAdjustment
1638070
CY2023Q2 us-gaap Stockholders Equity
StockholdersEquity
-3377826
us-gaap Profit Loss
ProfitLoss
-1685847
us-gaap Profit Loss
ProfitLoss
4613639
CBRGU Change In Fair Value Of Derivative Liabilities
ChangeInFairValueOfDerivativeLiabilities
990040
CBRGU Change In Fair Value Of Derivative Liabilities
ChangeInFairValueOfDerivativeLiabilities
-1242524
CBRGU Change In Fair Value Of Convertible Note Related Party
ChangeInFairValueOfConvertibleNoteRelatedParty
-63154
us-gaap Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
51635
us-gaap Investment Income Interest
InvestmentIncomeInterest
489249
us-gaap Investment Income Interest
InvestmentIncomeInterest
4251387
us-gaap Increase Decrease In Prepaid Expense
IncreaseDecreaseInPrepaidExpense
58185
us-gaap Increase Decrease In Prepaid Expense
IncreaseDecreaseInPrepaidExpense
-131551
us-gaap Increase Decrease In Accounts Payable Trade
IncreaseDecreaseInAccountsPayableTrade
336986
us-gaap Increase Decrease In Accounts Payable Trade
IncreaseDecreaseInAccountsPayableTrade
167225
us-gaap Increase Decrease In Accrued Liabilities
IncreaseDecreaseInAccruedLiabilities
556047
us-gaap Increase Decrease In Accrued Liabilities
IncreaseDecreaseInAccruedLiabilities
20276
us-gaap Net Cash Provided By Used In Operating Activities
NetCashProvidedByUsedInOperatingActivities
-298573
us-gaap Net Cash Provided By Used In Operating Activities
NetCashProvidedByUsedInOperatingActivities
-624374
CBRGU Proceeds From Trust Account In Connection With Redemption
ProceedsFromTrustAccountInConnectionWithRedemption
34530235
CBRGU Proceeds From Trust Account In Connection With Redemption
ProceedsFromTrustAccountInConnectionWithRedemption
197854025
CBRGU Cash Deposited Into Trust Account
CashDepositedIntoTrustAccount
32500
us-gaap Net Cash Provided By Used In Investing Activities
NetCashProvidedByUsedInInvestingActivities
34497735
us-gaap Net Cash Provided By Used In Investing Activities
NetCashProvidedByUsedInInvestingActivities
197854025
CBRGU Proceeds Received From Sponsor For Trust Account Contribution
ProceedsReceivedFromSponsorForTrustAccountContribution
32500
CBRGU Payment For Redemption Of Ordinary Shares
PaymentForRedemptionOfOrdinaryShares
34530235
CBRGU Payment For Redemption Of Ordinary Shares
PaymentForRedemptionOfOrdinaryShares
197854025
us-gaap Net Cash Provided By Used In Financing Activities
NetCashProvidedByUsedInFinancingActivities
-34200793
us-gaap Net Cash Provided By Used In Financing Activities
NetCashProvidedByUsedInFinancingActivities
-197309425
us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
-1631
us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
-79774
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
CY2024Q2 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
2267
CY2023Q2 us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
36546
CBRGU Deemed Capital Contribution From Non Redemption Agreements
DeemedCapitalContributionFromNonRedemptionAgreements
4802931
CBRGU Fair Value Of Transferred Class B Shares For Non Redemption Agreements
FairValueOfTransferredClassBSharesForNonRedemptionAgreements
-4802931
us-gaap Temporary Equity Dividends Adjustment
TemporaryEquityDividendsAdjustment
489249
us-gaap Temporary Equity Dividends Adjustment
TemporaryEquityDividendsAdjustment
4251387
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 (“Business Combination”) that the Company had not yet identified as of June 30, 2024. 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 June 30, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since the closing of the Initial Public Offering, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected a December 31st fiscal year end.</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 Chain Bridge Group (“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 (as defined below) to do so. Such Additional Convertible Note would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion of CBG, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. The Additional Convertible Note was terminated on December 29, 2023.</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 an agreement to grant 30,000 restricted stock units (“RSUs”) to David G. Brown, then a member of the Board of Directors, upon satisfaction of certain circumstances, including the consummation of the Business Combination and shareholder approval of an incentive plan pursuant to which such RSUs will be issued. Such RSU grant agreement terminated effective December 29, 2023 upon Mr. Brown’s resignation from the Board. (see Note 6).On May 10, 2023, the Company, CBG, and CB Co-Investment entered into non-redemption agreements with several unaffiliated third parties in exchange for such third parties agreeing not to redeem an aggregate of 4,000,000 ordinary shares of the Company sold in its Initial Public Offering at an extraordinary general meeting of its shareholders held on May 12, 2023 (the “Special Meeting”). In exchange for the foregoing commitments not to redeem such shares, CBG and CB Co-Investment, as applicable, agreed to transfer to such third parties an aggregate of 1,000,000 ordinary shares of the Company held by CBG or CB Co-Investment, as applicable, plus up to an additional aggregate of 500,000 ordinary shares of the Company held by CBG or CB Co-Investment, as applicable, with such number of additional ordinary shares of the Company to be determined based upon the date of the consummation of the Company’s initial Business Combination. Such transfer of ordinary shares of the Company shall be effected immediately following the consummation of the Company’s initial Business Combination if such third party or third parties continued to hold such shares through the Special Meeting. In connection with such shareholder vote, the holders of an aggregate of 18,848,866 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $197,854,025 in cash held in the Trust Account.</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 (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), which extended the date to consummate a Business Combination from May 15, 2023 to November 15, 2023, and allowed the board of directors of the Company (the “Board”), without another shareholder vote, to elect to further extend the date to consummate a Business Combination after November 15, 2023 up to three times, by an additional month each time, up to February 15, 2024. In November and December 2023, the Company’s Board elected to extend the date through December 15, 2023 and January 15, 2024, respectively.</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 “Warrant Notice”). The Warrant Notice additionally indicates that the Company, pursuant to the Listing Rules, had until July 28, 2023 to submit a plan to regain compliance. The Company did not submit to Nasdaq such a plan to regain compliance. Effective September 8, 2023, the Company’s warrants ceased trading on the Nasdaq Global Market.</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 approved an agreement to grant of 30,000 RSUs to Roger Lazarus as compensation for services provided to the Company, upon satisfaction of certain circumstances. Such RSUs will be granted to Mr. Lazarus upon consummation of a Business Combination and shareholder approval of an incentive plan pursuant to which such RSUs will be issued, subject to the 2023 RSU Letter Agreement (as defined below). Such RSU grant agreement terminated effective April 1, 2024 upon Mr. Lazarus’ resignation as Chief Financial Officer of the Company. (see Note 6).</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 the Nasdaq Global Market and commenced trading on the 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 I LLC (“Fulton AC”), consummated the transactions contemplated by that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated December 8, 2023, pursuant to which Fulton AC acquired from the CBG and CB Co-Investment an aggregate of (i) 3,035,000 Class B ordinary shares and (ii) warrants to purchase 7,385,000 Class A ordinary shares exercisable 30 days after the consummation of the Company’s initial Business Combination.</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 0pt 12pt 0pt;">(2) CBG, CB Co-Investment and Mr. Lazarus, our then Chief Financial Officer, entered into voting agreements (the “Voting Agreements”) pursuant to which they agreed to vote all of the voting securities of the Company that each of them is entitled to vote as of the date thereof or thereafter in favor of the Amendment Proposal (as defined below). Class A ordinary shares issued upon conversion of Class B ordinary shares will not be entitled to receive funds from the Trust Account through redemptions or otherwise. Pursuant to the Voting Agreements, each of CBG, CB Co-Investment and Mr. Lazarus have also agreed to irrevocably exercise such right to convert all of their Class B ordinary shares immediately upon such approval.</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, CBG, CB Co-Investment and certain individuals entered into an amendment (the “Letter Agreement Amendment”) to that certain letter agreement, dated November 9, 2021, by and among CBG, CB Co-Investment and certain individuals (the “Letter Agreement”), pursuant to which Fulton AC agreed to become a party to the Letter Agreement and be bound by, and subject to, all of the terms and conditions of the Letter Agreement and agreed that it will be liable to the Company if and to the extent any claims by a third party (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective partner business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Fulton AC will not be responsible to the extent of any liability for such third party claims.</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 (the “Forward 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;">(6) Additionally, CBG irrevocably agreed to terminate all outstanding loans to the Company, which included the Additional Convertible Note. </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 Additional Convertible Note. The Fulton AC Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. The Fulton AC Note will either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion Fulton AC, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. Fulton AC also entered into a Services Agreement with the Company on December 29, 2023 (the “Fulton Services Agreement”) pursuant to which the Company will pay Fulton AC up to $30,000 per month for the cost of the of the use of the Company’s office space, administrative and support services. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees.</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 9, 2024, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Fulton AC, pursuant to which Fulton AC and the Company agreed to exchange (the “Exchange”) the Fulton AC Note for a new unsecured non - interest bearing convertible promissory note (the “New Note”). The New Note is substantially similar to the Fulton AC Note, except that (i) the governing law and jurisdiction was changed from New York to Delaware; (ii) the maturity date was extended to the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial business combination; and (iii) the holder may exchange the New Note, in whole or in part, to satisfy the purchase price of securities sold by the Company in a subsequent offering, if any, in whole or in part, at a premium of 35%. No new consideration was paid in conjunction with the Exchange.</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 resigned. Further, the size of the Board was decreased from five to four members. Prior to resigning, the Board appointed Andrew Cohen, Daniel Wainstein, Lewis Silberman and Paul Baron to fill the Board vacancies and appointed Mr. Cohen as Chief Executive Officer of the Company. Mr. Lazarus, the Company’s Chief Financial Officer continued to serve as the Chief Financial Officer of the Company until his resignation on April 1, 2024. The Board appointed Andrew Kucharchuk as Chief Financial Officer of the Company, effective April 1, 2024. </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 (each, a “RSU Award Letter”). The RSU Award Letter issued to Mr. Lazarus terminated effective upon his resignation on April 1, 2024. As discussed in Note 6 below, on February 21, 2024, the Board of Directors appointed Oliver Wiener as a director and agreed to grant Mr. Wiener 50,000 RSUs, to be issued after the consummation of an initial Business Combination and approval of an equity incentive plan by the Company’s shareholders, subject to the terms and conditions set forth therein.</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 January 15, 2024, the Board approved extending the Company’s business operations for an additional month, until February 15, 2024, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association.</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 February 7, 2024, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the shareholders approved a proposal (the “Amendment Proposal”) to amend and restate, by way of a special resolution, the Company’s Amended and Restated Memorandum and Articles of Association (as amended, the “Second Amended and Restated Memorandum and Articles of Association”), to</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="display:inline-block;text-align:left;text-indent:0pt;width:11.66pt;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">(1)</span></span>extend from February 15, 2024 (the “Existing Termination Date”) to November 15, 2024 (the “Extended Termination Date”), the date (the “Termination Date”) by which, if the Company has not consummated a Business Combination, the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than <span style="-sec-ix-hidden:Hidden_fvA_aHL-9UKGQN-YIUztrA;"><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 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 0pt 12pt 0pt;"><span style="display:inline-block;text-align:left;text-indent:0pt;width:11.66pt;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">(2)</span></span>provide for the right of the holders of our Class B ordinary shares, par value $0.0001 per share, to convert such shares into shares of our Class A ordinary shares, par value $0.0001 per share, on a <span style="-sec-ix-hidden:Hidden_E_POb557G027egp3vbkJEw;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">one</span></span>-to-one basis at the election of such holders. Class A ordinary shares issued upon conversion of Class B ordinary shares will not be entitled to receive funds from the Trust Account through redemptions or otherwise; and</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="display:inline-block;text-align:left;text-indent:0pt;width:11.66pt;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">(3)</span></span>to remove a statement that there are no limits on the number of ordinary shares which may be issued by the Company and to clarify that the Company may, but is not required to, issue certificates to evidence ownership of ordinary shares of the Company.</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 connection with the Meeting, the holders of an aggregate of 3,144,451 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $34,530,234.77 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;">Additionally, pursuant to Fulton AC’s agreement to contribute to the Trust Account an amount of funds determined by reference to the number of shares not redeemed in connection with the approval of the Amendment Proposal, Fulton AC contributed to the Trust Account $22,500 on February 16, 2024 and will contribute $5,000 per month on the 16<sup style="font-size:7.5pt;line-height:100%;top:0pt;vertical-align:top;">th</sup> of each calendar month, commencing on May 16, 2024, until the earliest to occur of the Extended Termination Date, the consummation of the Business Combination or the winding up of the Company.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Pursuant to those certain Voting Agreements, dated December 29, 2023, entered into by each of CBG and CB Co-Investment, effective upon our adoption of the Second Amended and Restated Memorandum and Articles of Association, CBG and CB Co-Investment exercised their right to convert all of their Class B ordinary shares (an aggregate of 2,559,000 Class B ordinary shares) on a one-for-one basis into an aggregate of 2,559,000 Class A ordinary shares, which are not entitled to receive funds from the Trust Account through redemptions or otherwise.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">After the redemptions and conversions discussed above, 3,565,683 shares of Class A ordinary shares are outstanding, including Class A ordinary shares included in our units, and 3,191,000 shares of Class B ordinary shares are outstanding.</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 April 1, 2024, Mr. Lazarus, the Chief Financial Officer of the Company notified the Board of his resignation, effective immediately. Mr. Lazarus served as an advisor to the Company through the end of April 2024 to ensure a smooth transition. Andrew Kucharchuk, succeeded Mr. Lazarus as the Company’s Chief Financial Officer, effective April 1, 2024. As consideration for Mr. Lazarus serving as an advisor through the end of April 2024, the Company entered into a letter agreement with Mr. Lazarus, dated April 18, 2024, pursuant to which, among other things, the Company agreed to grant him 30,000 RSUs in the target company, subject to the terms and conditions set forth therein, including consummation of the Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Mr. Kucharchuk will be compensated pursuant to a consulting agreement by and between Mr. Kucharchuk and Fulton AC. Pursuant to such consulting agreement, Mr. Kucharchuk received $7,500 upon execution of such consulting agreement and will be entitled to receive $7,500 per month during the term of such consulting agreement, which ends on August 31, 2024, and Mr. Kucharchuk may be eligible (but not entitled to) special performance bonuses, in such form and amount, if any, to be determined by Fulton AC in its sole discretion.</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 April 4, 2024, Mr. Kucharchuk become a party to the Letter Agreement, and became bound by, and subject to, all of the terms and conditions of the Letter Agreement, including certain transfer restrictions with respect to the Company’s securities. Mr. Kucharchuk also entered into an Indemnification Agreement in the form previously disclosed by the Company providing him contractual rights to indemnification in addition to the indemnification provided for in the Company’s Second Amended and Restated Memorandum and Articles of Association.</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 20, 2024, the Company, received a written notice from the Listing Qualifications Department of Nasdaq indicating that the Company no longer complies with the Nasdaq Capital Market continued listing criteria set forth in Listing Rule 5550(a)(3), which requires the Company to maintain a minimum of 300 public holders (the “Minimum Public Holder Notice”). The Minimum Public Holder Notice indicates that the Company, pursuant to the Listing Rules, has 45 calendar days to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, the Company will have 180 calendar days from the date of the Minimum Public Holder Notice to evidence compliance. If Nasdaq were to reject the Company’s plan, Nasdaq rules permit the Company to appeal the decision to a hearings panel.</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 Minimum Public Holder Notice serves only as a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. The Company has timely submitted a plan to regain compliance with Rule 5550(a)(3), which contained evidence that the Company has regained compliance, and is awaiting Nasdaq's response. There can be no assurance that Nasdaq will accept such evidence or when it will do so. While the Company is exercising diligent efforts to maintain the listing of its securities on the Nasdaq Capital Market, there can be no assurance that the Company will be able to regain or maintain compliance with the Nasdaq Capital Market minimum number of public holders requirement. In addition, if the Company does not meet the minimum number of public holders requirement by the end of the 180 calendar day compliance period, Nasdaq could provide notice that the Company’s securities will become subject to delisting. In the event the Company receives notice that its securities are being delisted, Nasdaq rules permit the Company to appeal any delisting determination by Nasdaq staff to a hearings panel.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;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’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 the consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Second Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, Fulton AC, CBG, CB Co-Investment and our current and former directors and officers agreed to vote their Class B ordinary shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, Fulton AC, CBG, CB Co-Investment and our current and former directors and officers agreed to waive their redemption rights with respect to their Class B ordinary shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of Fulton AC.</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 Second Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.</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. The Marketing Fee was waived as of December 29, 2023.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;background:#ffffff;margin:0pt 0pt 10pt 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;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;padding-bottom: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 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;background:#ffffff;margin:0pt 0pt 10pt 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 10pt 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 condensed interim 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;margin:0pt 0pt 10pt 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 10pt 0pt;">As of June 30, 2024, the Company had $2,267 in its operating bank account and a working capital deficit of $897,928.</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 Note, the Additional Convertible Note and the Fulton AC Note. On December 29, 2023, Fulton AC agreed to loan the Company up to $1.5 million pursuant to the Fulton AC Note at no interest in the same form and on the same terms as the Additional Convertible Note with CBG which was terminated on December 29, 2023.</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 9, 2024, the Company entered into the Exchange Agreement with Fulton, pursuant to which Fulton and the Company agreed to Exchange the Fulton AC Note for the New Note. The New Note is substantially similar to the Fulton AC Note, except that (i) the governing law and jurisdiction was changed from New York to Delaware; (ii) the maturity date was extended to the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial business combination; and (iii) the holder may exchange the New Note, in whole or in part, to satisfy the purchase price of securities sold by the Company in a subsequent offering, if any, in whole or in part, at a premium of 35%. At this time the Company does not have any agreements, written or oral, for any subsequent offering of Company securities. No new consideration was paid in conjunction with the Exchange. As of June 30, 2024, the Company has an outstanding balance of $296,942 under the New Note.</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 Business Combination by November 15, 2024, 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_PyVdUzZukkisFrtTWX-qhA;"><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 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 0pt 12pt 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 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 condensed interim financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.</p>
CBRGU Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
1
CY2023Q2 CBRGU Maximum Number Of Times Board Of Directors Allowed For Extending Date To Consummation Of Business Combination
MaximumNumberOfTimesBoardOfDirectorsAllowedForExtendingDateToConsummationOfBusinessCombination
3
CY2023Q4 CBRGU Number Of Board Of Directors Before Resignation
NumberOfBoardOfDirectorsBeforeResignation
5
CY2023Q4 CBRGU Number Of Board Of Directors
NumberOfBoardOfDirectors
4
CY2024Q2 us-gaap Professional Fees
ProfessionalFees
7500
CY2024Q2 CBRGU Monthly Payment Of Consulting Fees
MonthlyPaymentOfConsultingFees
7500
CBRGU Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
1
CBRGU Class Of Warrant Or Right Pro Rata Redemption Price Of Warrants Or Rights
ClassOfWarrantOrRightProRataRedemptionPriceOfWarrantsOrRights
10.20
CBRGU Operating Bank Accounts
OperatingBankAccounts
2267
CBRGU Working Capital
WorkingCapital
897928
CY2024Q2 us-gaap Long Term Notes Payable
LongTermNotesPayable
296942
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 condensed interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim 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 condensed interim 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.</p>
CY2024Q2 us-gaap Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
0
CY2023Q4 us-gaap Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
0
us-gaap Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;margin:0pt 0pt 12pt 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;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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.</p>
CY2021Q4 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
us-gaap Allocated Share Based Compensation Expense
AllocatedShareBasedCompensationExpense
0
CBRGU Restrictions On Transfer Period Of Time After Business Combination Completion
RestrictionsOnTransferPeriodOfTimeAfterBusinessCombinationCompletion
P1Y
CBRGU Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Trading Days
TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdTradingDays
P20D
CBRGU Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Consecutive Trading Days
TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdConsecutiveTradingDays
P30D
CBRGU Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences
ThresholdPeriodAfterBusinessCombinationInWhichSpecifiedTradingDaysWithinAnySpecifiedTradingDayPeriodCommences
P150D
CBRGU Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Trading Days
TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdTradingDays
P20D
CBRGU Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Consecutive Trading Days
TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdConsecutiveTradingDays
P30D
CBRGU Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences
ThresholdPeriodAfterBusinessCombinationInWhichSpecifiedTradingDaysWithinAnySpecifiedTradingDayPeriodCommences
P150D
CBRGU Maximum Number Of Demand For Registration Of Securities
MaximumNumberOfDemandForRegistrationOfSecurities
3
CY2021Q4 CBRGU Percentage Of Marketing Fee Payable If Entity Complete Business Combination
PercentageOfMarketingFeePayableIfEntityCompleteBusinessCombination
0.035
CY2021Q4 CBRGU Marketing Fee Payable If Entity Completes Business Combination
MarketingFeePayableIfEntityCompletesBusinessCombination
8100000
CBRGU Number Of Shares Transferred To Non Redeeming Stockholders
NumberOfSharesTransferredToNonRedeemingStockholders
1166663
CBRGU Fair Value Of Shares Transferred To Non Redeeming Stockholders
FairValueOfSharesTransferredToNonRedeemingStockholders
4802931
CBRGU Fair Value Per Share Transferred To Non Redeeming Stockholders
FairValuePerShareTransferredToNonRedeemingStockholders
4.12
CY2024Q1 CBRGU Number Of Board Of Directors
NumberOfBoardOfDirectors
5
CY2024Q2 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2023Q4 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2024Q2 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
CY2024Q2 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2023Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CBRGU Convertible Stock Conversion Ratio
ConvertibleStockConversionRatio
1
CBRGU Threshold Period For Filling Registration Statement After Business Combination
ThresholdPeriodForFillingRegistrationStatementAfterBusinessCombination
P20D
CBRGU Threshold Period For Filling Registration Statement Within Number Of Days Of Business Combination
ThresholdPeriodForFillingRegistrationStatementWithinNumberOfDaysOfBusinessCombination
P60D
CY2024Q2 us-gaap Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1
11.50
CY2024Q2 us-gaap Warrants And Rights Outstanding Term
WarrantsAndRightsOutstandingTerm
P5Y
CY2024Q2 us-gaap Share Price
SharePrice
9.20
CY2024Q2 CBRGU Percentage Of Gross Proceeds On Total Equity Proceeds
PercentageOfGrossProceedsOnTotalEquityProceeds
0.60
CBRGU Threshold Number Of Specified Trading Days Determining Volume Weighted Average Trading Price
ThresholdNumberOfSpecifiedTradingDaysDeterminingVolumeWeightedAverageTradingPrice
P10D
CY2024Q2 us-gaap Share Price
SharePrice
9.20
CY2024Q2 CBRGU Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value
ClassOfWarrantOrRightAdjustmentOfExercisePriceOfWarrantsOrRightsPercentBasedOnMarketValue
1.15
CY2024Q2 CBRGU Class Of Warrant Or Right Adjustment Of Redemption Price Of Warrants Or Rights Percent Based On Market Value
ClassOfWarrantOrRightAdjustmentOfRedemptionPriceOfWarrantsOrRightsPercentBasedOnMarketValue
1.80
CBRGU Threshold Period For Not To Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination
ThresholdPeriodForNotToTransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombination
P30D
CY2024Q2 ecd Rule10b51 Arr Adopted Flag
Rule10b51ArrAdoptedFlag
false
CY2024Q2 ecd Non Rule10b51 Arr Adopted Flag
NonRule10b51ArrAdoptedFlag
false
CY2024Q2 ecd Rule10b51 Arr Trmntd Flag
Rule10b51ArrTrmntdFlag
false
CY2024Q2 ecd Non Rule10b51 Arr Trmntd Flag
NonRule10b51ArrTrmntdFlag
false

Files In Submission

Name View Source Status
0001410578-24-001498-index-headers.html Edgar Link pending
0001410578-24-001498-index.html Edgar Link pending
0001410578-24-001498.txt Edgar Link pending
0001410578-24-001498-xbrl.zip Edgar Link pending
cbrgu-20240630.xsd Edgar Link pending
cbrgu-20240630x10q.htm Edgar Link pending
cbrgu-20240630xex31d1.htm Edgar Link pending
cbrgu-20240630xex31d2.htm Edgar Link pending
cbrgu-20240630xex32d1.htm Edgar Link pending
cbrgu-20240630xex32d2.htm Edgar Link pending
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
cbrgu-20240630_def.xml Edgar Link unprocessable
cbrgu-20240630_lab.xml Edgar Link unprocessable
cbrgu-20240630_pre.xml Edgar Link unprocessable
FilingSummary.xml Edgar Link unprocessable
cbrgu-20240630x10q_htm.xml Edgar Link completed
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
cbrgu-20240630_cal.xml Edgar Link unprocessable