Chain Bridge I Reports $1.4 Million Net Loss for 2024, Faces Delisting and Strategic Changes

Chain Bridge I, a blank check company, reported a net loss of $1.4 million for the year ended December 31, 2024, compared to a net income of $7.6 million for the year ended December 31, 2023. The loss was primarily driven by $2.1 million in general and administrative expenses and $120,000 in related party expenses, partially offset by $734,000 in investment income on the Trust Account, a $24,000 gain from the change in fair value of derivative liabilities, and a $1,300 gain from the change in fair value of contingently issuable private placement warrants. In contrast, the prior year's income was largely attributable to $5.4 million in investment income on the Trust Account and gains from changes in fair value of derivative liabilities and contingently issuable private placement warrants.

Significant changes occurred in the company's capital structure and operations during 2024. The company's securities were delisted from Nasdaq and began trading on the OTCQB and Expert Market. Fulton AC acquired 3,035,000 Class B shares and warrants to purchase 7,385,000 Class A shares from Chain Bridge Group and CB Co-Investment. CB Co-Investment irrevocably agreed to convert its $1.15 million loan into contingently issuable private placement warrants upon consummation of a business combination. Fulton AC also agreed to loan the Company up to $1.5 million through an unsecured convertible promissory note. The company also terminated its administrative services agreement with Chain Bridge Group.

Strategic developments included entering into a Business Combination Agreement with Phytanix Bio on July 22, 2024, which was later terminated on April 7, 2025. The agreement outlined a merger where Chain Bridge I and Phytanix would become wholly-owned subsidiaries of CB Holdings, Inc. (HoldCo), with HoldCo then changing its name to Phytanix, Inc. and listing on the Nasdaq Capital Market under the ticker symbol "PHYX." The aggregate consideration was derived from an equity value of $58 million, plus the issuance of preferred stock. The company also entered into non-redemption agreements with investors to encourage them to hold their shares.

As of December 31, 2024, Chain Bridge I had $129,598 in cash and a working capital deficit of $884,195. The company's ability to continue as a going concern is dependent on completing a business combination by November 15, 2025. As of June 16, 2025, 3,014,736 Class A ordinary shares and 3,191,000 Class B ordinary shares were outstanding. The company's management has identified a material weakness in internal controls over financial reporting related to the adequate review and reconciliation of its liabilities and is implementing remediation steps to improve its internal control over financial reporting.