UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01 Other Events.
On September 8, 2025, Chain Bridge I (the “Company”), and CommLoan, Inc. a commercial real estate lending technology company that operates a commercial mortgage lending marketplace, issued a press release announcing that they have entered into a non-binding Letter of Intent (the “LOI”) to pursue a potential business combination (the “Press Release”). No definitive agreement has been reached with regard to such business combination.
Under the terms of the LOI, the Company and CommLoan would become a combined entity, with CommLoan’s existing equity holders exchange 100% of their equity in CommLoan for equity of the combined public company. Upon the closing of the transaction, the combined company will be named CommLoan Inc., and would be led by CommLoan’s founder and CEO, Mitch Ginsberg, who has over 30 years of experience in the residential and commercial mortgage markets. The new combined company’s common stock is expected to be listed on the Nasdaq Capital Market. The Company expects to announce additional details regarding the proposed business combination when a definitive agreement is executed, which is expected in the fourth quarter of 2025, with a closing anticipated during the first half of 2026.
The LOI is non-binding and there can be no assurance whatsoever that a definitive agreement will be executed or that the proposed transaction will be completed on the terms described, or at all.
A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Form 8-K”).
No Offer or Solicitation
This Form 8-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, the Company’s shareholders approval of the Extension Proposal (as defined in the Press Release), the Company’s ability to enter into a definitive agreement or consummate a transaction with CommLoan and the Company’s ability to obtain the financing necessary to consummate the potential transaction. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company and CommLoan. These forward- looking statements are subject to a number of risks and uncertainties, including: the risk that the approval of the shareholders of the Company of the Extension Proposal is not obtained, the Company’s ability to enter into a definitive agreement with respect to the proposed business combination or consummate a transaction with CommLoan; the risk that the approval of the shareholders of the Company’s for the potential transaction is not obtained; failure to realize the anticipated benefits of the potential transaction, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of the Company and CommLoan; the amount of redemption requests made by the Company’s shareholders and the amount of funds remaining in the Company’s trust account after satisfaction of such requests; those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this disclosure statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release dated September 8, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 8, 2025
| CHAIN BRIDGE I |
| By: | /s/ Andrew Cohen | |
| Name: | Andrew Cohen | |
| Title: | Chief Executive Officer |