Chain Bridge I

10/03/2025 | Press release | Distributed by Public on 10/03/2025 14:42

Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 29, 2025, Chain Bridge I (the "Company") and Fulton AC I LLC (the "Fulton AC") entered into an agreement (the "Contribution Agreement") pursuant to which Fulton AC agreed to make monthly capital contributions to the trust account in exchange for certain holders not redeeming their Class A ordinary shares of the Company sold in the Company's initial public offering (collectively, the "Public Shares") in connection with an extraordinary general meeting of the Company's shareholders to be held on October 29, 2025 (the "Meeting") to consider and vote on, among other proposals, a proposal to amend and restate, by way of a special resolution, the Company's 3rd amended and restated memorandum and articles of association (the "Existing Charter"), to (i) extend from November 15, 2025 (the "Existing Termination Date") to November 15, 2026 (the "Extended Termination Date"), the date (the "Termination Date") by which, 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 (an "Initial Business Combination"), the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 and (ii) remove the limitations on redemptions and consummations of an Initial Business Combination resulting in or because of the Company having net tangible assets less than $5,000,001.

Pursuant to the Contribution Agreement, if the Amendment Proposal is approved and implemented, Fulton AC has agreed to contribute to the Company $0.01 per Public Share, that remains outstanding and is not redeemed in connection with the Amendment Proposal on the 16th of each calendar month, commencing on November 16, 2025, until the earliest to occur of the Extended Termination Date, the consummation of an Initial Business Combination or the winding up of the Company (collectively, the "November 2025 Meeting Contribution"), which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares, other than Converted Shares, that remain outstanding after the Redemption and length of time until the consummation of an Initial Business Combination or winding up of the Company.

The November 2025 Meeting Contributions are conditioned upon the implementation of the Amendment Proposal. The November 2025 Meeting Contributions will not be made if the Amendment Proposal Extension is not approved or completed. If Fulton AC or its designees advises the Company that it does not intend to make the November 2025 Meeting Contributions, then the proposals will not be put before the shareholders at the General Meeting and the Company will wind up, liquidate and dissolve in accordance with the Existing Charter. The Company's Board of Directors (the "Board") will have the sole discretion whether to wind up the Company following November 15, 2025 and if the Board determines to wind up the Company, Fulton AC or its designees will not make any additional Contributions following such determination.

Fulton AC has previously contributed to the Company for deposit into the Trust Account an aggregate amount of approximately $102,630 in connection proposals adopted at meetings of the Company's shareholders in February 2024 and November 2024 and has agreed to contribute an additional $4,557.36 on October 15, 2025 in satisfaction of the contributions related to the November 2024 meeting (collectively, the "Prior Contributions"). Fulton AC has agreed to contribute an aggregate amount of up to approximately $54,688 to the Company for deposit into the Trust Account to fund the November 2025 Meeting Contributions if the Amendment Proposal is approved and implemented (the "New Contributions" and, together with the Prior Contributions, the "Contributions"). Pursuant to the Contribution Agreement, as consideration for the Contributions, upon consummation of the Company's Initial Business Combination, Fulton AC will receive an amount of capital stock or other security of the entity surviving the Initial Business Combination (as defined in the Existing Charter) that is directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the entity that survives the Initial Business Combination, the type and amount of which will be agreed upon by Fulton AC, the Company (with approval of independent members of the Board who do not have a conflict of interest) and other parties to the definitive agreement setting forth the terms of the Initial Business Combination. Fulton AC will not receive value for the Contributions if the Company does not consummate an Initial Business Combination. Even if an Initial Business Combination is consummated, the return of some or all of the value of the Contributions to Fulton AC is dependent on future agreement by the parties to the Initial Business Combination.

Chain Bridge I published this content on October 03, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 03, 2025 at 20:42 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]