10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                      

Commission File Number: 001-41047

CHAIN BRIDGE I

(Exact name of registrant as specified in its charter)

Cayman Islands	95-1578955
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

8 The Green # 17538, Dover, DE	19901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (302) 597-7438

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Class A ordinary shares, par value $0.0001 per share	CBRRF	OTCID
Units, each consisting of one Class A ordinary share and one-half of one redeemable Warrant to acquire one Class A ordinary share	CBGGF	OTCID
Warrants to purchase Class A Ordinary Shares	CBRGF	OTCID

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 10, 2026, there were 2,855 units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant, 2,621,590 Class A ordinary shares, including the Class A ordinary shares including in the Company’s outstanding units, 3,191,000 Class B ordinary shares, par value $0.0001 per share, and 22,048,562 warrants of the company issued and outstanding.

CHAIN BRIDGE I

Form 10-Q

For the Quarter Ended June 30, 2026

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Interim Financial Statements	1
	Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025	1
	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 and 2025	3
	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025	4
	Notes to Unaudited Condensed Interim Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39

i

PART I. FINANCIAL INFORMATION

Item 1. Condensed Interim Financial Statements

CHAIN BRIDGE I

CONDENSED BALANCE SHEETS

	June 30,			December 31,
	2026			2025
	(Unaudited)
Assets
Current assets:
Cash	$	147,356		$	390,255
Prepaid expenses		6,215			26,850
Other receivable		150,000			—
Total current assets		303,571			417,105
Investments held in Trust Account		783,587			766,224
Total Assets	$	1,087,158		$	1,183,329
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	338,409		$	429,655
Accrued expenses		867,730			795,987
Accrued expenses – related party		50,000			—
Total current liabilities		1,256,139			1,225,642
Exchange Note – related party		368,680			368,680
Bridge Financing Note		1,023,235			1,023,235
Senior Note, net		1,511,255			1,078,066
Derivative liabilities		595,350			557,870
Contingently issuable private placement warrants		31,050			29,095
Total Liabilities		4,785,709			4,282,588
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption; $0.0001 par value; 62,590 shares at redemption value of approximately $12.519 and $12.242 per share at June 30, 2026 and December 31, 2025, respectively		783,587			766,224
Shareholders’ deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 2,559,000 non-redeemable shares issued or outstanding as of June 30, 2026 and December 31, 2025		256			256
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,191,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025		319			319
Additional paid-in capital		—			—
Accumulated deficit		(4,482,713	)		(3,866,058	)
Total shareholders’ deficit		(4,482,138	)		(3,865,483	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	1,087,158		$	1,183,329

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

1 

CHAIN BRIDGE I

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2026			2025			2026			2025
General and administrative expenses	$	111,992		$	275,283		$	334,031		$	467,133
General and administrative expenses - related party		30,000			30,000			60,000			60,000
Loss from operations		(141,992	)		(305,283	)		(394,031	)		(527,133	)
Other (expense) income:
Change in fair value of derivative liabilities		66,150			242,550			(37,480	)		55,120
Change in fair value of contingently issuable private placement warrants		3,450			12,650			(1,955	)		2,875
Interest expense - debt issuance cost		(100,858	)		—			(183,189	)		—
Income from investments held in Trust Account		6,861			55,876			13,607			111,291
Total other (expense) income, net		(24,397	)		311,076			(209,017	)		169,286
Net (loss) income	$	(166,389	)	$	5,793		$	(603,048	)	$	(357,847	)
Weighted average shares outstanding of redeemable shares, basic and diluted		62,590			455,736			62,590			455,736
Basic and diluted net (loss) income per share, redeemable shares	$	(0.03	)	$	0.00		$	(0.10	)	$	(0.06	)
Weighted average shares outstanding of nonredeemable shares, basic and diluted		5,750,000			5,750,000			5,750,000			5,750,000
Basic and diluted net (loss) income per share, nonredeemable shares	$	(0.03	)	$	0.00		$	(0.10	)	$	(0.06	)

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

2 

CHAIN BRIDGE I

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2025		2,559,000	$	256		3,191,000	$	319	$	—	$	(3,866,058	)	$	(3,865,483	)
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(6,746	)		(6,746	)
Net loss		—		—		—		—		—		(436,659	)		(436,659	)
Balance - March 31, 2026 (unaudited)		2,559,000		256		3,191,000		319		—		(4,309,463	)		(4,308,888	)
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(6,861	)		(6,861	)
Net loss		—		—		—		—		—		(166,389	)		(166,389	)
Balance – June 30, 2026 (unaudited)		2,559,000	$	256		3,191,000	$	319	$	—	$	(4,482,713	)	$	(4,482,138	)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance - December 31, 2024		2,559,000	$	256		3,191,000	$	319	$	129,497		$	(2,367,244	)	$	(2,237,172	)
Net loss		—		—		—		—		—			(363,640	)		(363,640	)
Waiver of $100,000 dissolution expense pursuant to Dissolution Expense Reimbursement Agreement		—		—		—		—		(100,000	)		—			(100,000	)
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		(29,497	)		(25,918	)		(55,415	)
Balance - March 31, 2025 (unaudited)		2,559,000		256		3,191,000		319	$	—			(2,756,802	)		(2,756,227	)
Net income		—		—		—		—		—			5,793			5,793
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—			(55,876	)		(55,876	)
Balance - June 30, 2025 (unaudited)		2,559,000	$	256		3,191,000	$	319	$	—		$	(2,806,885	)	$	(2,806,310	)

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

3 

CHAIN BRIDGE I

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the Six Months Ended
	June 30,
	2026			2025
Cash Flows from Operating Activities:
Net loss	$	(603,048	)	$	(357,847	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		37,480			(55,120	)
Change in fair value of contingently issuable private placement warrants		1,955			(2,875	)
Interest expense - debt issuance cost		183,189			—
Income from investments held in Trust Account		(13,607	)		(111,291	)
Changes in operating assets and liabilities:
Prepaid expenses		20,635			22,800
Accounts payable		(91,245	)		73,957
Accrued expenses		71,743			156,828
Accrued expenses – related party		50,000			—
Other receivable		(150,000	)		—
Net cash used in operating activities		(492,898	)		(273,548	)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(3,756	)		(27,344	)
Net cash used in investing activities		(3,756	)		(27,344	)
Cash Flows from Financing Activities:
Proceeds from Senior Note		250,000			—
Proceeds received from Sponsor for Trust Account contribution		3,755			27,344
Repayment of bridge financing note		—			(40,000	)
Proceeds from convertible note – related party		—			186,806
Net cash provided by financing activities		253,755			174,150
Net change in cash		(242,899	)		(126,742	)
Cash — beginning of the period		390,255			129,598
Cash — end of the period	$	147,356		$	2,856
Supplemental schedule of noncash financing activities:
Vendor payment made by exchange note holder	$	—		$	7,500
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption	$	13,607		$	111,291
Waiver of $100,000 dissolution expense pursuant to Dissolution Expense Reimbursement Agreement	$	—		$	100,000

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

4 

CHAIN BRIDGE I

NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

JUNE 30, 2026

Note 1 — Description of Organization and Business Operations

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”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

All activity for the period from January 21, 2021 (inception) through June 30, 2026 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.

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.

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, predecessor in interest to CBG Omega LLC (“CBG”) and CB Co-Investment LLC (“CB Co-Investment”), generating proceeds of approximately $10.6 million (Note 4).

In addition, upon closing of the Initial Public Offering, CB Co-Investment loaned the Company $1.15 million at no interest (the “CB Co-Investment Loan”). On November 16, 2022, CBG agreed to loan the Company up to $1.2 million 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.

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 & 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.

5 

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.

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.

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.

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).

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.

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.

As of the Closing Date, and in connection with the consummation of the transactions contemplated by the Securities Purchase Agreement:

(1) CB Co-Investment irrevocably agreed to convert the $1.15 million CB Co-Investment loan into contingently issuable Private Placement 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 contingently issuable Private Placement 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).

6 

(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.

(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.

(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.

(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”).

(6) Additionally, CBG irrevocably agreed to terminate all outstanding loans to the Company, which included the Additional Convertible Note.

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.

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 “Exchange Note”). The Exchange 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 Exchange 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.

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.

7 

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.

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.

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:

(1) extend from February 15, 2024 to November 15, 2024, 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 ten 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;

(2) 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 one-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

(3) 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.

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 $34,530,235 in cash held in the Trust Account.

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 16th of each calendar month, commencing on May 16, 2024, until the earliest to occur of the Termination Date, the consummation of the Business Combination or the winding up of the Company.

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.

8 

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.

On November 14, 2024, the Company held an extraordinary general meeting of its shareholders (the “General Meeting”) at which the shareholders voted to amend and restate, by way of a special resolution, the Company’s 2nd amended and restated memorandum and articles of association, to extend from November 15, 2024 to November 15, 2025, the 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, 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; 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 (the “Amendment Proposal”).

In connection with the General Meeting, the holders of an aggregate of 550,947 Class A Shares of the Company exercised their right to redeem their shares for an aggregate of approximately $6,336,383 in cash held in the Trust Account.

Additionally, pursuant to Fulton AC’s previously disclosed 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 $4,557 on November 16, 2024 and will contribute to the Trust $4,557 per month on the 16th of each calendar month, commencing on December 16, 2024, until the earliest to occur of the Termination Date, the consummation of the Business Combination or the winding up of the Company.

After the redemptions discussed above, 3,014,736 shares of Class A Ordinary Shares are outstanding, including Class A Ordinary Shares included in 29,707 of the Company’s outstanding units, and 3,191,000 shares of Class B Ordinary Shares are outstanding.

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.

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 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.

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.

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.

9 

The Company has timely submitted a plan to regain compliance with Rule 5550(a)(3), which contained evidence that the Company has regained compliance.

On September 13, 2024, the Company was notified by Nasdaq that the Company had regained compliance with Public Shareholder Rule.

On October 10, 2024, the Company filed a Proxy Statement seeking to obtain shareholder approval, among other things, approval of the Amendment Proposal — to amend and restate, by way of a special resolution, the Company’s 2nd amended and restated memorandum and articles of association, to extend from November 15, 2024 to November 15, 2025, the Termination Date by which, if the Company has not consummated 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 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. The scheduled meeting of shareholders to vote on the proposals stated within the Proxy Statement will be held on November 8, 2024.

On October 29, 2024, the Company and Fulton AC entered into an agreement (the “Dissolution Expense Reimbursement Agreement”) pursuant to which Fulton agreed to reimburse the Trust Account up to $100,000 to pay dissolution expenses if and when the Company is dissolved. The amount of such reimbursements will be included in the amount distributable holders of Class A ordinary shares of the Company entitled to participate the liquidation of the Trust Account.

On November 7, 2024, the Company determined to postpone the General Meeting (the “Postponement”), originally scheduled to be held on November 8, 2024, to allow additional time for the Company to engage with its shareholders. The General Meeting was held on Thursday, November 14, 2024 at 11:00 a.m., Eastern Time. There was no change to the location or the record date of the General Meeting. In connection with the Postponement, the right of the public shareholders of the Company to redeem their Class A ordinary shares for their pro rata portion of the funds available in the Trust Account was extended to 5:30 p.m., Eastern Time, on November 12, 2024 (two business days before the postponed General Meeting) (the “Redemption Deadline Extension”).

On November 11, 2024, the Company entered into non-redemption agreements (the “Non-Redemption Agreements”) with one or more investors named therein (each, a “Backstop Investor”), pursuant to which the Backstop Investors agreed to rescind or reverse previous elections to redeem up to an aggregate of 429,180 Class A ordinary shares of the Company, which redemption requests were made in connection with the General Meeting to consider and vote on, among other proposals, a proposal to amend and restate, by way of a special resolution, the Company’s 2nd amended and restated memorandum and articles of association, to extend from November 15, 2024 to November 15, 2025, the 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 (a “De-Spac Transaction”), 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; 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 (the “Amendment Proposal”). The Amendment Proposal is described in more detail in the Company’s definitive proxy statement filed with the SEC on October 10, 2024, as amended. The Backstop Investors agree to hold, and not redeem, up to an aggregate of 128,753 shares of the Class A ordinary shares of the Company (the “Backstop Investor Shares”) at the Closing.

In consideration for the foregoing, upon consummation of the Company’s initial Business Combination, the Company shall pay or cause to be paid to each Backstop Investor a payment in respect of its respective Backstop Investor Shares in cash released from the Trust Account in an amount equal to the product of (x) the number of Backstop Investor Shares and (y) the price per share for a pro rata portion of the amount on deposit in the Trust Account as of the Closing.

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The Backstop Investors expect to acquire up to an aggregate of 321,984 Class A ordinary shares of the Company in the open market at or below the Redemption Price (as defined in the Non- Redemption Agreements) (the “Acquired Shares”). The Backstop Investors agree not to redeem the Acquired Shares and will not vote Acquired Shares in favor of the Amendment Proposal.

On November 12, 2024, the Company and each Backstop Investor entered into Amendment No.1 to Non-Redemption Agreement (the “Amendment”) pursuant to which the parties agree to allow the Backstop Investors to purchase Acquired Shares (as defined in the Agreements) at any time prior to the General Meeting.

On November 12, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq stating that, pursuant to Nasdaq Listing Rule IM-5101-2 (“Rule IM-5101-2”), the staff of Nasdaq (“Staff”) had determined that (i) the Company’s securities will be delisted from Nasdaq, (ii) trading of the Company’s Class A ordinary shares and units will be suspended at the opening of business on November 19, 2024 and (iii) a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq. Under Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Since the Company failed to complete its initial Business Combination by November 4, 2024, the Staff concluded that the Company did not comply with Rule IM-5101-2 and that the Company’s securities are now subject to delisting.

Nasdaq suspended that trading of the Company’s Class A ordinary shares and units at the opening of business on November 19, 2024.

Following the suspension of trading on Nasdaq, the Company’s Class A ordinary shares began trading on the OTCQB Market operated on The OTC Market systems (“OTC”) under the symbol “CBRRF.” The Company’s warrants and units began trading on the Expert Market operated by OTC under the symbols “CBRGF” and “CBGGF,” respectively. There can be no assurance that a broker will continue to make a market in the Company’s securities or that trading of the Class A ordinary shares will continue on an over-the-counter market or elsewhere.

On April 11, 2025, Nasdaq completed the delisting by filing a Form 25-NSE with the U.S. Securities and Exchange Commission (the “SEC”), which removed the Company’s securities from listing and registration on Nasdaq.

On November 14, 2024, the Company held its General Meeting at which the shareholders voted to approve the Amendment Proposal.

In connection with the General Meeting, the holders of an aggregate of 550,947 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $6,336,383 in cash held in the Trust Account.

11 

Additionally, pursuant to Fulton AC’s previously disclosed 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 $4,557 on November 16, 2024 and will contribute to the Trust Account $4,557 per month on the 16th of each calendar month, commencing on December 16, 2024, until the earliest to occur of the Termination Date, the consummation of the Business Combination or the winding up of the Company.

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.

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.

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.

12 

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.

On January 16, 2025, February 14, 2025, March 17, 2025, May 16, 2025, June 16, 2025, August 11, 2025, August 21, 2025, September 16, 2025 and November 6, 2025, the Sponsor contributed approximately $4,557, $4,557, $4,557, $9,115, $4,557, $4,557, $4,557, $4,557 and $4,557 respectively, into the Company’s Trust Account to extend the life of the Company through November 15, 2025.

On September 29, 2025, the Company and 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 Public Shares in connection with an extraordinary general meeting of the Company’s shareholders to be held on October 29, 2025 (the “October 2025 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 to November 15, 2026, the date by which, if the Company has not 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.

On October 29, 2025, the Company held the October 2025 Meeting. At the October 2025 Meeting, the shareholders voted to amend and restate, by way of a special resolution, the Existing Charter, to (i) extend from November 15, 2025 to November 15, 2026 (the “Extended Termination Date”), the date by which, if the Company has not consummated 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.

In connection with the October 2025 Meeting, the holders of an aggregate of 393,146 Public Shares exercised their right to redeem their shares for an aggregate of approximately $4,761,252 in cash held in the Trust Account.

As of June 30, 2026, pursuant to the Contribution Agreement, the Sponsor had contributed an aggregate of approximately $5,007 to the Company’s Trust Account to extend the Company’s deadline to consummate an initial Business Combination through July 15, 2026. Following June 30, 2026, the Sponsor contributed an additional approximately $1,252 to further extend the deadline through September 15, 2026.

13 

Emerging Growth Company

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.

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 unaudited condensed 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.

Risks and Uncertainties

Management continues to evaluate the current or anticipated military conflicts and geopolitical tensions, including the conflicts between Russia and Ukraine, Israel and Hamas, and Israel, United States and Iran, as well as terrorism, sanctions or other geopolitical events, together with 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 unaudited condensed financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Capital Resources

As of June 30, 2026, the Company had $147,356 in its operating bank account and working capital deficit of $952,568.

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.

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 Exchange Note. The Exchange 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 Exchange 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, 2026 and December 31, 2025, the Company has an outstanding balance of $368,680, under the Exchange Note.

14 

On June 26, 2024, Phytanix Bio (“Phytanix”) agreed to loan the Company $1,590,995, pursuant to an unsecured non - interest bearing promissory note (the “Bridge Financing Note”). The maturity date of the Bridge Financing Note is the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial Business Combination. The Bridge Financing Note may not be repaid with funds from the trust account that the Company established for the benefit of its public holders. The proceeds from the Bridge Financing Note will be used (i) to pay off certain working capital loans issued by the Company to Fulton AC, (ii) to pay for certain fees and expenses incurred in connection with the transactions contemplated in the Bridge Financing Note and the Company’s initial Business Combination and (iii) for other general corporate purposes. As of June 30, 2026 and December 31, 2025, the outstanding balance under the Bridge Financing Note was $1,023,235 in the accompanying balance sheets.

On September 30, 2025, the Company issued an unsecured, non-interest bearing promissory note (the “Note”) to C/M Capital Master Fund LP (the “Lender”) in the aggregate principal amount of $1,250,000, for an aggregate purchase price of $1,000,000. The Note is due and payable in full on the maturity date, June 30, 2026; provided that, upon the occurrence of an event of default, the outstanding principal and any other amounts outstanding under the Note will become due and payable without demand. The Note may be prepaid at any time without penalty. All payments due under the Note rank junior to certain existing indebtedness of the Company and senior to all other indebtedness of the Company and its subsidiaries. The proceeds of the Note will be used to pay for certain fees and expenses incurred in connection with the Company’s initial Business Combination and for other general corporate purposes.

On May 28, 2026, the Company entered into Amendment No. 1 (the “Amendment No. 1”) to the Note. Pursuant to Amendment No. 1, among other things, (i) the maturity date of the Note was extended from June 30, 2026 to November 15, 2026 and (ii) the event of default for failure to establish and authorize a certificate of designation for a new series of preferred shares of the Company on or before November 15, 2025 was removed.

As of June 30, 2026 and December 31, 2025, the carrying amount of the Note was $1,250,000 and $1,078,066, respectively, in the accompanying balance sheets.

On May 28, 2026, the Company issued certain unsecured, non-interest bearing promissory notes (the “2026 Notes”) to certain investors (the “Lenders”) in the aggregate principal amount of $312,500, for an aggregate purchase price of $250,000.

The 2026 Notes are due and payable in full on November 15, 2026 (the “Maturity Date”). The 2026 Notes may be prepaid at any time without penalty. The proceeds from the 2026 Notes will be used to pay for certain fees and expenses incurred in connection with the Company’s initial business combination and for other general corporate purposes.

As of June 30, 2026 and December 31, 2025, the carrying amount of the 2026 Notes were $261,255 and $0, respectively.

The Note and the 2026 Notes are presented as senior notes, net on the accompanying balance sheets. The aggregate carrying amount of the senior notes, net was $1,511,255 and $1,078,066 as of June 30, 2026 and December 31, 2025, respectively.

The Company has until November 15, 2026 to consummate an initial Business Combination. If the Company has not consummated a Business Combination by November 15, 2026, 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.

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 (as described above) 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, 2026. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

15 

Investment Company Act

Under the current rules and regulations of the SEC we are not deemed an investment company for purposes of the Investment Company Act; however, on March 30, 2022, the SEC proposed new rules (the “Proposed Rules”) relating, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The Proposed Rules provide a safe harbor for companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the Proposed Rules would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial Business Combination no later than 18 months after the effective date of the SPAC’s registration statement for its IPO. The Company would then be required to complete its initial Business Combination no later than 24 months after the effective date of such registration statement. There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including this Company. The Company has not yet entered into a definitive Business Combination agreement, however, there is a risk that the Company may not complete an initial Business Combination within 24 months of such date. As a result, it is possible that a claim could be made that the Company has been operating as an unregistered investment company. If the Company were deemed to be an investment company for purposes of the Investment Company Act, the Company may be forced to abandon its efforts to complete an initial Business Combination and instead be required to liquidate. If the Company is required to liquidate, the investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction.

The Investment Company Act defines an investment company as any issuer which:

(i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities;

(ii) is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or

(iii) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of Government securities and cash items) on an unconsolidated basis.

The Company has assessed its primary line of business, and the value of its investment securities as compared to the value of total assets to determine whether the Company may be deemed an investment company. The longer that the funds in the Trust Account are held in money market funds, there is a greater risk that the Company may be considered an unregistered investment company. Currently, the funds in the Trust Account are held in mutual funds composed of U.S. treasury securities and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

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The Investment Company Act defines an investment company as any issuer which:

1. Is or holds itself out as being engaged primarily in the business of investing, reinvesting, or trading in securities;

2. Is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type; or

3. Owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of Government securities and cash items) on an unconsolidated basis.

In January 2024, the SEC adopted rules providing guidance for SPACs analyzing their status under the Investment Company Act of 1940. This guidance emphasizes enhanced investor protections, transparency in business combination transactions, and the importance of ensuring compliance with the definition of a “business” under ASC 805-10-55. The safe harbor provision under the guidance requires SPACs to:

● Identify and enter into a de-SPAC transaction agreement within 18 months of their IPO; and

● Complete the de-SPAC transaction within 24 months of their IPO.

Failure to meet these criteria could result in the SPAC being deemed an unregistered investment company under the Act, requiring liquidation and potentially preventing completion of the proposed transaction. The Company completed its IPO within the SEC’s safe harbor timeline, and has not yet entered into a business combination, less than 48 months after its IPO. The transaction is expected to close within the SEC’s prescribed 48-month timeline. Currently, the Company does not hold itself out as being engaged in investing, reinvesting, or trading in securities. All funds in the Trust Account is held in mutual funds composed of U.S. treasury securities that comply with Rule 2a-7 under the Investment Company Act. The funds are not invested in marketable securities to avoid the risk of being deemed an unregistered investment company.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected through December 31, 2026.

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The accompanying unaudited condensed interim financial statements should be read in conjunction with the annual audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 1, 2026.

Use of Estimates

The preparation of unaudited condensed 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 unaudited condensed 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.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2026 and December 31, 2025, the Company had no cash equivalents.

Cash and Investments Held in Trust Account

At June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $783,587 and $766,224, respectively, were held in mutual funds composed of U.S. treasury securities. Investments in mutual funds are presented on the balance sheets at fair value at the end of each reporting period. The estimated fair values of investments held in the Trust Account are determined using available market information.

Assets held in the Trust Account will not be released from the Trust Account until the completion of its initial Business Combination or to the public shareholders until the earliest of the completion of an initial Business Combination and in connection with those Class A ordinary shares that such shareholders properly elect to redeem.

Concentration of Credit Risk

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.

Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements” (“ASC Topic 820”), equal or approximate the carrying amounts represented in the balance sheets primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of the financial instruments, including issued stock purchase warrants, and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC Topic 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The 22,050,000 warrants that were issued in connection with the Initial Public Offering (including the 11,500,000 warrants included in the Units and the 10,550,000 Private Placement Warrants) and the 4,000,000 forward purchase securities (“Forward Purchase Securities”), were recognized as derivative liabilities in accordance with ASC Topic 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Forward Purchase Securities, Public Warrants (as defined below) and the Private Placement Warrants were initially measured using a Monte Carlo simulation. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such Public Warrants. On December 26, 2023, in connection with the Securities Purchase Agreement, the Forward Purchase Agreement was terminated and the Convertible Note was converted into contingently issuable private placement warrants on the balance sheet and marked to market at each reporting period (Note 5). As of June 30, 2026 and December 31, 2025, the fair value of Private Placement Warrants and contingently issuable Private Placement Warrants was determined based on the quoted price of the Public Warrants.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for the Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2026 and December 31, 2025, 62,590 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

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On May 12, 2023, the Company held the Special Meeting at which the Company’s shareholders approved a proposal to amend the Company’s existing Amended and Restated Memorandum and Articles of Association to extend from May 15, 2023 to November 15, 2023 (the “Extended Date”) and to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an initial Business Combination after the Extended Date up to three times, by an additional month each time, up to February 15, 2024, the date by which, if the Company has not consummated 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 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. 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.

On December 13, 2023 and January 15, 2024, the Board adopted resolutions to extend the Company’s business operations until January 15, 2024 and February 15, 2024, respectively.

On February 7, 2024, the Company held the Meeting, at which the shareholders voted on the Amendment Proposal. Shareholders voted to approve the Amendment Proposal. 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 $34,530,235 in cash held in the Trust Account.

On November 14, 2024, the Company held its General Meeting at which the shareholders voted to approve the Amendment Proposal. In connection with the General Meeting, the holders of an aggregate of 550,947 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $6,336,383 in cash held in the Trust Account.

On October 29, 2025, the Company held the October 2025 Meeting. In connection with the October 2025 Meeting, the holders of an aggregate of 393,146 Public Shares exercised their right to redeem their shares for an aggregate of approximately $4,761,252 in cash held in the Trust Account.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

As of June 30, 2026 and December 31, 2025, the amounts of Class A ordinary shares reflected on the balance sheets are reconciled in the following: 

Class A ordinary shares subject to possible redemption, December 31, 2025	$	766,224
Plus:
Proceeds received from Sponsor for Trust Account contribution		1,878
Deemed dividend – increase in redemption value of Class A ordinary shares subject to possible redemption		6,746
Class A ordinary shares subject to possible redemption, March 31, 2026	$	774,848
Plus:
Proceeds received from Sponsor for Trust Account contribution		1,878
Deemed dividend – increase in redemption value of Class A ordinary shares subject to possible redemption		6,861
Class A ordinary shares subject to possible redemption, June 30, 2026	$	783,587

The calculation of diluted (loss) income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2026 and December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. As a result, diluted net (loss) income per ordinary share is the same as basic net income per ordinary share for the periods presented.

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The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each period presented:

	For the Three Months Ended June 30,
	2026						2025
	Class A Redeemable			Class A and Class B Non- Redeemable			Class A Redeemable		Class A and Class B Non- Redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(1,792	)	$	(164,597	)	$	425	$	5,368
Denominator:
Basic and diluted weighted average ordinary shares outstanding		62,590			5,750,000			455,736		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.03	)	$	(0.03	)	$	0.00	$	0.00

	For the Six Months Ended June 30,
	2026						2025
	Redeemable			Nonredeemable			Redeemable			Nonredeemable
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(6,494	)	$	(596,554	)	$	(26,280	)	$	(331,567	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		62,590			5,750,000			455,736			5,750,000
Basic and diluted net loss per ordinary share	$	(0.10	)	$	(0.10	)	$	(0.06	)	$	(0.06	)

Income Taxes

ASC Topic 740 accounts for income taxes requiring an asset and liability approach to financial accounting and reporting for income taxes including the parameters for the recognition of deferred tax assets and liabilities. The Company is exempt from Cayman Islands as well as US taxation. Accordingly, there is no reported tax provision nor any net deferred tax asset or liability position in the accompanying unaudited condensed financial statements.

Other Receivable

As of June 30, 2026, other receivables included a $150,000 receivable from one of the Company’s service providers and not a related party. The receivable arose from a payment made to the service provider during the second quarter. In the ordinary course of business, management subsequently determined that the services were no longer required, and the service provider agreed to refund the payment. The full amount was collected on July 24, 2026.

Recent Accounting Pronouncements

In March 2024, the FASB issued ASU No. 2024-01, “Compensation—Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards” (“ASU 2024-01”). ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2025, although early adoption is permitted. The Company adopted ASU 2024-01 effective January 1, 2026. The adoption of ASU 2024-01 did not have a material impact on the Company's unaudited condensed financial statements.

In March 2024, the FASB issued ASU No 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”). ASU 2024-02 removes references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2024-02 can be applied prospectively or retrospectively. Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s unaudited condensed financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” This standard requires disclosure of specific information about costs and expenses and becomes effective January 1, 2027. Upon adoption, ASU 2024-03 is not expected to have an impact on the Company’s unaudited condensed financial statements.

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In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for accounting for induced conversions of convertible debt instruments, specifically addressing the recognition and measurement of inducement offers made to holders of convertible debt. The amendments provide guidance on determining whether an inducement offer should be accounted for as an extinguishment of debt or as a modification, and clarify the related disclosure requirements. The Company adopted ASU 2024-04 effective January 1, 2026. The adoption of ASU 2024-04 did not have a material impact on the Company's unaudited condensed financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. The Company adopted ASU 2023-07 effective January 1, 2025. The adoption of ASU 2023-07 did not have a material impact on the Company's unaudited condensed financial statements, as the Company operates as a single reportable segment.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Note 3 — Initial Public Offering

On November 15, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 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.

Each Unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

Note 4 — Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,550,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to CBG and CB Co-Investment, generating proceeds of approximately $10.6 million.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination prior to November 15, 2026, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 8 and exercisable on a cashless basis.

Fulton AC, CBG, CB Co - Investment and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Note 5 — Related Party Transactions

Class B Ordinary Shares

On February 3, 2021, CBG and CB Co-Investment paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of an aggregate of 8,625,000 Class B ordinary shares. CBG purchased 7,195,714 of the Class B ordinary shares and CB Co-Investment purchased 1,429,286 of the Class B ordinary shares. On April 9, 2021, CB Co-Investment transferred 28,571 Class B ordinary shares to CBG at their original purchase price. On October 1, 2021, CBG forfeited 2,408,095 and CB Co-Investment forfeited 466,905 Class B ordinary shares, in each case, for no consideration.

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On November 9, 2021, CBG transferred an aggregate of 156,000 Class B ordinary shares to three of the Company’s directors, the chief financial officer and two of the Company’s advisors. As a result, CBG had 4,660,190 Class B ordinary shares and CB Co-Investment had 933,810 Class B ordinary shares outstanding. The transfer of the Class B ordinary shares is in the scope of ASC Topic 718, “Compensation-Stock Compensation” (“ASC Topic 718”). Under ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Class B ordinary shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Class B ordinary shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2026, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Class B ordinary shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Class B ordinary shares.

CBG and CB Co-Investment agreed to forfeit up to an aggregate of 750,000 Class B ordinary shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Class B ordinary shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on November 15, 2021; thus, these 750,000 Class B ordinary shares were no longer subject to forfeiture.

Fulton AC, CBG, CB Co - Investment, and the current and former executive officers and directors of the Company, agreed not to transfer, assign or sell any of their Class B ordinary shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property, Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Class B ordinary shares will be released from the lockup.

Pursuant to those certain Voting Agreements, dated December 29, 2023, entered into by each of CBG and CB Co - Investment, immediately upon approval of the Amendment Proposal at the Meeting, 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.

Related Party Loans

Convertible Note — Related Party

Upon closing of the Initial Public Offering, CB Co-Investment loaned the Company approximately $1.15 million to deposit into Trust Account, in exchange for a non-interest bearing, unsecured convertible promissory note (“Convertible Note”). Such Convertible Note would 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 promissory note would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion of CB Co-Investment and/or its designees, converted into additional warrants at a price of $1.00 per warrant.

On November 16, 2022, CBG agreed to loan the Company up to $1.2 million 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 CBG, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants.

In connection with the consummation of the transactions contemplated by the Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert the $1.15 million loan (the “Conversion Amount”) by CB Co-Investment to the Company at a conversion price of $1.00 per warrant, or 1,150,000 warrants upon consummation of a Business Combination. Upon consummation of a Business Combination, 805,000, 273,431 and 71,569 of the contingently issuable Private Placement Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively. All other existing indebtedness was terminated as of the Closing Date. As a result, the Convertible Note was converted into contingently issuable private placement warrants on the balance sheet and marked to market as of June 30, 2026 and December 31, 2025.

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Additionally, CBG irrevocably agreed to terminate all outstanding loans to the Company. Accordingly, all debt proceeds received under the Additional Convertible Note was recognized as a capital contribution from CBG.

Working Capital Loan

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, On December 29, 2023, Fulton AC agreed to loan the Company up to $1.5 million pursuant the Fulton AC 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.

On May 9, 2024, the Company entered into the Exchange Agreement with Fulton AC, pursuant to which Fulton AC and the Company agreed to exchange the Fulton AC Note for the Exchange Note. The Exchange 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 Exchange 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.

As provided under the Exchange Agreement, following the delivery of the Exchange Note, the Fulton AC Note was cancelled, with the Company owing no further obligations thereunder. The issuance of the Exchange Note in exchange for the Fulton AC Note was made pursuant to Section 3(a)(9) of the Securities Act.

The Company accounts for its Exchange Note within the scope of ASC Topic 470. Pursuant to ASC Topic 470, the new or modified terms of the Exchange Note when compared with the original terms of the Fulton AC Note are not substantially different; therefore, the Company will account for the Exchange Agreement as a debt modification. As a result, the Exchange Note is measured at the amount of cash proceeds received from the holder. For the six months ended June 30, 2026, the Company drew an additional $0 under the Exchange Note. As of June 30, 2026 and December 31, 2025, there were $368,680, outstanding under the Exchange Note.

Administrative Services Agreement

On December 29, 2023, Fulton AC entered into the Fulton Services Agreement with the Company, 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. As of June 30, 2026 and December 31, 2025, the Company had $50,000 and $0, respectively, outstanding balance payable to a related party as it relates to this agreement.

Note 6 — Commitments and Contingencies

Litigation

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is not aware of any such legal proceedings that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

Contingently Issuable Private Placement Warrants

In connection with the consummation of the transactions contemplated by the Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert the Conversion Amount by CB Co-Investment to the Company at a conversion price of $1.00 per warrant, or 1,150,000 warrants upon consummation of a Business Combination. Upon consummation of a Business Combination, 805,000, 273,431 and 71,569 of the contingently issuable Private Placement Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively.

24 

Registration Rights and Shareholder Rights

The holders of the Class B ordinary shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants, the Forward Purchase Securities and warrants that may be issued upon conversion of the Convertible Note and the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants that may be issued upon conversion of such loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The Forward Purchase Securities were terminated on December 29, 2023. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

On November 9, 2021, the Company entered into an agreement with one of the underwriters in its Initial Public Offering, Cowen and Company, LLC, as advisors in connection with the Company’s Business Combination to assist the Company in holding meetings with the shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed to pay a fee for such services (the “Marketing Fee”) upon the consummation of the initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, or approximately $8.1 million in the aggregate. The Marketing Fee was waived by Cowen as of December 29, 2023.

Forward Purchase Agreement

The Forward Purchase Agreement provided for the purchase by Franklin, in the aggregate, of 4,000,000 Forward Purchase Securities, for an aggregate purchase price of $40.0 million, with each Forward Purchase Security consisting of one Class A ordinary share and one-half of one redeemable warrant in each case, for an aggregate of 4,000,000 Class A ordinary shares and 2,000,000 redeemable warrants, for $10.00 per Forward Purchase Security, in a private placement to close substantially concurrently with the closing of the initial Business Combination. Effective as of the Closing Date, in connection with the Securities Purchase Agreement, the Company and Franklin entered into a Letter Agreement terminating the Forward Purchase Agreement.

Non-Redemptions Agreements

As discussed more fully in Note 1, in exchange for the commitments not to redeem certain Class A ordinary shares in connection with the Special Meeting, CBG and CB Co-Investment agreed to transfer 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, 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.

The Company estimated the aggregate fair value of a weighted number of Class B ordinary shares, based on the likelihood of consummating an initial Business Combination beyond November 15, 2023, or 1,166,663 Class B ordinary shares, attributable to the non-redeeming shareholder be $4,802,931 or $4.12 per share. Each non-redeeming shareholder acquired from CBG an indirect economic interest in the Class B ordinary shares. The excess of the fair value of the Class B ordinary shares was determined to be an offering cost in accordance with the SEC Staff Accounting Bulletin (“SAB”) Topic 5A – Expenses of Offering. Accordingly, in substance, it was recognized by the Company as a capital contribution by CBG to induce these holders of the Class A ordinary shares not to redeem, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.

25 

	May 10, 2023
Stock price	$	10.42
Risk free rate		4.25	%
Remaining life		1.56
Volatility		5.4	%
Probability of transaction		40	%

Letter and Joinder Agreement

On October 13, 2022, David G. Brown executed a joinder 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, including to vote any Class B ordinary shares and Class A ordinary shares held by him in favor of the Company’s initial Business Combination and certain transfer restrictions with respect to the Company’s securities. On October 13, 2022, the Company entered into letter agreements with Mr. Brown, pursuant to which, among other things, the Company agreed to grant to him 30,000 RSUs, subject to the terms and conditions set forth therein, including consummation of the Business Combination and shareholder approval of an equity plan pursuant to which RSUs would be issued. Such RSU grant terminated on December 29, 2023 upon Mr. Brown’s resignation from the Board.

Pursuant to the Letter Agreement dated June 15, 2023 (“2023 RSU Letter Agreement”) and Joinder Agreement dated June 20, 2023 (the “Joinder Agreement”), the Company agreed to grant to Mr. Lazarus 30,000 RSUs of the Company subject to the terms and conditions set forth therein, including consummation of the Business Combination and shareholder approval of an equity plan pursuant to which RSUs would be issued and Mr. Lazarus agreed to vote any Class B ordinary shares and Class A ordinary shares held by him in favor of the Company’s initial Business Combination, to facilitate the liquidation and winding up of the Company if an initial Business Combination is not consummated within the time period required by its Second Amended and Restated Memorandum and Articles of Association and to certain transfer restrictions with respect to the Company’s securities. The 2023 RSU Letter Agreement terminated on April 1, 2024 upon Mr. Lazarus’ resignation as Chief Financial Officer of the Company. Pursuant to the Joinder Agreement, Mr. Lazarus became a party to that certain Registration and Shareholder Rights Agreement, dated November 9, 2021, among the Company, CBG, CB Co-Investment and certain equity holders of the Company, which provides for, among other things, customary demand and piggy-back registration rights.

On December 29, 2023, the Letter Agreement was amended to add Fulton AC as a party thereto, subject to all of the terms and conditions of the Letter Agreement. Pursuant to the Letter Agreement Amendment, Fulton AC also agreed that it will indemnify the Trust Account for certain amounts as further described in Note 1.

On December 29, 2023, each Mr. Wainstein, Mr. Cohen, Mr. Silberman and Mr. Baron executed joinders 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, including to vote any Class B ordinary shares and Class A ordinary shares held by each of them in favor of the Company’s initial Business Combination and certain transfer restrictions with respect to the Company’s securities. 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, respectively, subject to the terms and conditions set forth therein, including consummation of the Business Combination and shareholder approval of an equity plan pursuant to which RSUs would be issued.

On February 21, 2024, the Board of Directors appointed Oliver Wiener as a director. In connection with Mr. Wiener’s appointment, the Board increased its size to five (5) directors. Mr. Wiener will not receive compensation of any kind for service to the Board prior to the consummation of an initial Business Combination. On February 21, 2024, Mr. Wiener 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.

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On February 21, 2024, the Company entered into a letter agreement with Mr. Wiener, pursuant to which, among other things, the Company 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.

Bridge Financing Note

On June 26, 2024, Phytanix Bio (“Phytanix”) agreed to loan the Company approximately $1,590,995, pursuant to an unsecured non-interest bearing promissory note (the “Bridge Financing Note”). The maturity date of the Bridge Financing Note is the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial Business Combination. The Bridge Financing Note may not be repaid with funds from the trust account that the Company established for the benefit of its public holders. The proceeds from the Bridge Financing Note will be used (i) to pay off certain working capital loans issued by the Company to Fulton AC, (ii) to pay for certain fees and expenses incurred in connection with the transactions contemplated in the Bridge Financing Note and the Company’s initial Business Combination and (iii) for other general corporate purposes.

For the six months ended June 30, 2026 and 2025, the Company made a principal repayment of $0 and $40,000, respectively, against the Bridge Financing Note. As of June 30, 2026 and December 31, 2025, the outstanding balance under the Bridge Financing Note was $1,023,235 in the accompanying balance sheets.

Senior Notes

On September 30, 2025, the Company issued an unsecured, non-interest bearing promissory note (the “Note”) to C/M Capital Master Fund LP (the “Lender”) in the aggregate principal amount of $1,250,000, for an aggregate purchase price of $1,000,000.

The Note is due and payable in full on the maturity date, June 30, 2026; provided that, upon the occurrence of an Event of Default (as defined below), the outstanding principal and any other amounts outstanding under the Note will become due and payable without demand. The Note may be prepaid at any time without penalty. All payments due under the Note rank junior to certain existing indebtedness of the Company and senior to all other indebtedness of the Company and its subsidiaries. The proceeds of the Note will be used to pay for certain fees and expenses incurred in connection with the Company’s initial Business Combination and for other general corporate purposes.

The Note includes customary representations, warranties, covenants and events of default (each, an “Event of Default”), including, among others, (i) certain events of bankruptcy, insolvency or reorganization; (ii) breach of certain representations, warranties, covenants or other terms of the Note that remains uncured for five (5) business days, and (iii) failure to establish and authorize a new series of preferred shares of the Company by June 30, 2026 (the “New Preferred Shares”). The Lender has the right to exchange all or any portion of the Note for New Preferred Shares, on terms to be mutually agreed upon by the Company and the Lender.

On May 28, 2026, the Company entered into Amendment No. 1 (the “Amendment No. 1”) to the Note. Pursuant to Amendment No. 1, among other things, (i) the maturity date of the Note was extended from June 30, 2026 to November 15, 2026 and (ii) the event of default for failure to establish and authorize a certificate of designation for a new series of preferred shares of the Company on or before November 15, 2025 was removed.

The Company accounts for the Note in accordance with ASC Topic 470, Debt. The embedded conversion and prepayment features do not require bifurcation as derivative instruments under ASC 815-40, as they meet the criteria for the scope exception, equity classification upon conversion (under the control of the issuer), sufficient authorized and unissued shares to settle the conversion feature, no net-cash settlement provisions, and a call feature that is clearly and closely related to the debt host. The Note is recognized at amortized cost, with debt issuance costs of $250,000 accreted to the principal balance using the effective interest method over the term of the Note through June 30, 2026.

As of June 30, 2026 and December 31, 2025, the carrying amount of the Note was $1,250,000 and $1,078,066, respectively.

27 

On May 28, 2026, the Company issued certain unsecured, non-interest bearing promissory notes (the “2026 Notes”) to certain investors (the “Lenders”) in the aggregate principal amount of $312,500, for an aggregate purchase price of $250,000.

The 2026 Notes are due and payable in full on November 15, 2026 (the “Maturity Date”). The 2026 Notes may be prepaid at any time without penalty. The proceeds from the 2026 Notes will be used to pay for certain fees and expenses incurred in connection with the Company’s initial business combination and for other general corporate purposes.

The Company accounts for the 2026 Notes in accordance with ASC Topic 470, Debt. The 2026 Notes are recognized at amortized cost, with debt issuance costs of $62,500 accreted to the principal balance using the effective interest method over the term of the 2026 Notes through November 15, 2026. 

As of June 30, 2026 and December 31, 2025, the carrying amount of the 2026 Notes were $261,255 and $0, respectively.

The Note and the 2026 Notes are presented as senior notes, net on the accompanying balance sheets. The aggregate carrying amount of the senior notes, net was $1,511,255 and $1,078,066 as of June 30, 2026 and December 31, 2025, respectively.

Business Combination Agreement

On July 22, 2024, the Company, CB Holdings, Inc., a Nevada corporation (“HoldCo”), CB Merger Sub 1, a Cayman Islands exempted company (“CBRG Merger Sub”), Phytanix Bio, a Nevada corporation (the “Phytanix”), and CB Merger Sub 2, Inc., a Nevada corporation (“Phytanix Merger Sub”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). As used herein, “New Phytanix” refers to HoldCo after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Business Combination Agreement.

Terminated Business Combination Agreement

On February 20, 2025, the Company entered into a Business Combination Agreement with Phytanix Bio Inc. ("Phytanix") and certain affiliated entities, pursuant to which the parties agreed to consummate a business combination in which a newly formed holding company would acquire both the Company and Phytanix. Upon closing, the Company's ordinary shares and warrants would have been exchanged for securities of the holding company, which was expected to be renamed Phytanix, Inc. and listed on the Nasdaq Capital Market under the ticker symbol "PHYX." The aggregate transaction consideration was based on an equity value of approximately $58.0 million for Phytanix.

On April 7, 2025, the Company and Phytanix mutually agreed to terminate the Business Combination Agreement by entering into a Termination Agreement, which became effective immediately.

Note 7 — Shareholders’ Deficit

Preference Shares — The Company is authorized to issue 1,000,000 preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A ordinary shares — The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2026 and December 31, 2025, there were 62,590 redeemable Class A ordinary shares outstanding, all of which were classified as temporary equity in the accompanying balance sheets, respectively. As of June 30, 2026 and December 31, 2025, there were 2,559,000 nonredeemable Class A ordinary shares outstanding which were classified as permanent equity in the accompanying balance sheet.

Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of June 30, 2026 and December 31, 2025, there were 3,191,000 Class B ordinary shares issued and outstanding.

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Class A and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Prior to the initial Business Combination, only holders of the Class B ordinary shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Class B ordinary shares may remove a member of the board of directors for any reason. The provisions of the Second Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two-thirds of the issued and outstanding Class B ordinary shares.

The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of the Initial Public Offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, and any Forward Purchase Securities and any Private Placement Warrants issued to Fulton AC, CBG or CB Co-Investment, former and current officers and directors of the Company or any of their affiliates upon conversion of the Convertible Note and Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The Forward Purchase Securities were terminated effective as of December 29, 2023.

Waiver of $100,000 dissolution expense pursuant to Dissolution Expense Reimbursement Agreement – In connection with the Dissolution Expense Reimbursement Agreement, Fulton agreed to reimburse the Trust Account up to $100,000 to pay dissolution expenses if and when the Company is dissolved. The amount of such reimbursements will be included in the amount distributable holders of Class A ordinary shares of the Company entitled to participate the liquidation of the Trust Account. As a result, the Company recognized $100,000 as a decrease to additional paid-in capital during the three months ended March 31, 2025.

Note 8 — Warrants

As of June 30, 2026 and December 31, 2025, the Company had 11,500,000 Public Warrants and 10,550,000 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

29 

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to Franklin, CBG, CB Co-Investment and each other holder of Class B ordinary shares upon the consummation of the Initial Public Offering or their affiliates, without taking into account any Class B ordinary shares held by CBG, CB Co-Investment and each other holder of Class B ordinary shares upon the consummation of the Initial Public Offering or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price See “— Redemption of warrants for cash when the price per class A ordinary share equals or exceeds $18.00” and “— Redemption of warrants for Class A ordinary shares when the price per class A ordinary share equals or exceeds $10.00” as described below).

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by Fulton AC, CBG, CB Co-Investment or their respective permitted transferees and (iii) Fulton AC, CBG, CB Co-Investment or their respective permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than Fulton AC, CBG, CB Co-Investment or their respective permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrant when the price per share of Class A ordinary shares equals or exceeds $18.00. Once warrants become exercisable, the Company may redeem the outstanding warrants for cash:

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

● if, and only if, the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

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Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part;

● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair value” of Class A ordinary shares;

● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

The “fair value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination prior to November 15, 2024 and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

On December 29, 2023, in connection with the Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert the $1.15 million loan by CB Co-Investment to the Company into contingently issuable Private Placement Warrants. Upon consummation of a Business Combination, 805,000, 273,431 and 71,569 of the contingently issuable Private Placement Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively.

Note 9 — Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

The carrying amounts of prepaid expenses, accounts payable, notes payable, accrued expenses and accrued expense-related party approximate their fair values due to their short term maturities and the nature of these instruments.

June 30, 2026

	Quoted Prices in		Significant  Other		Significant  Other
	Active  Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	783,587	$	—	$	—
Liabilities:
Contingently issuable private placement warrants	$	—	$	—	$	31,050
Derivative liabilities- Public Warrants	$	—	$	310,500	$	—
Derivative liabilities- Private Placement Warrants	$	—	$	—	$	284,850

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December 31, 2025

	Quoted Prices in		Significant  Other		Significant  Other
	Active  Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	766,224	$	—	$	—
Liabilities:
Contingently issuable private placement warrants	$	—	$	29,095	$	—
Derivative liabilities- Public Warrants	$	290,950	$	—	$	—
Derivative liabilities- Private Placement Warrants	$	—	$	266,920	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the three and six months ended June 30, 2026, the Company transferred the Public Warrants from Level 1 to Level 2 due to the warrants being quoted on the OTC market rather than an active exchange. During the same period, the Private Placement Warrants were transferred from Level 2 to Level 3 because the Company concluded that the valuation should be based on a model using significant unobservable inputs, rather than the market price of the Public Warrants.

Level 1 assets consists of investments in U.S. treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The initial estimated fair value as of November 15, 2021, of the Public Warrants, the Private Placement Warrants, and the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation, determined using Level 3 inputs. Subsequently, the fair value of the Public Warrants has been determined based on quoted market prices in the OTC market and classified as a Level 2 fair value measurement. As of June 30, 2026, the fair value of the Private Placement Warrants and the contingently issuable Private Placement Warrants were determined using a valuation model incorporating significant unobservable inputs and classified as a Level 3 fair value measurement. As of December 31, 2025, the fair value of the Private Placement Warrants and the contingently issuable Private Placement Warrants were determined based on the quoted market price of the Public Warrants and classified as a Level 2 fair value measurement.

The following table presents a rollforward of the Company’s Private Placement Warrants and the contingently issuable Private Placement Warrants measured at fair value using Level 3 inputs:

	Private			Contingently issuable Private			Total
	Placement			Placement			Warrant
	Warrants			Warrants			Liabilities
Fair value as of December 31, 2025	$	—		$	—		$	—
Transfer from Level 2 to Level 3		316,500			34,500			351,000
Change in fair value		(6,000	)		(3,450	)		(9,450	)
Fair value as of June 30, 2026	$	310,500		$	31,050		$	341,550

The following table provides quantitative information regarding Level 3 fair value measurements inputs at June 30, 2026 measurement date for contingently issuable Private Placement Warrants and Private Placement Warrants:

Exercise price	$	11.50
Stock price	$	12.08
Term (years)		5.34
Volatility		12.8	%
Risk-free rate		4.12	%
Dividend yield		0.0	%

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The following table provides quantitative information regarding Level 2 fair value measurements inputs at December 31, 2025 measurement date for contingently issuable Private Placement Warrants and Private Placement Warrants:

Exercise price	$	11.50
Stock price	$	12.08
Term (years)		5.33
Volatility		6.0	%
Risk-free rate		3.70	%
Dividend yield		0.0	%

Note 10 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

	June 30,		December 31,
	2026		2025
Investments held in Trust Account	$	783,587	$	766,224
Cash	$	147,356	$	390,255

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
General and administrative expenses	$	111,992	$	275,283	$	334,031	$	467,133
General and administrative expenses – related party		30,000		30,000		60,000		60,000
Income from investments held in the Trust Account	$	6,861	$	55,876	$	13,607	$	111,291

The key measures of segment profit or loss reviewed by our CODM are interest earned on the Trust Account and general and administrative expenses. The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Note 11 — Subsequent Events

The Company has evaluated subsequent events and transactions that occurred up to the date the condensed financial statements were issued. Except for as set forth below, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the unaudited condensed financial statements.

Pursuant to the Contribution Agreement, following June 30, 2026, the Sponsor contributed an additional approximately $1,252 to further extend the deadline through September 15, 2026.

On July 24, 2026, the Company collected the $150,000 receivable outstanding as of June 30, 2026 from a third-party service provider. The receivable related to the refund of a payment made during the second quarter of 2026 (see Note 2).

33 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Chain Bridge I,” “our,” “us” or “we” refer to Chain Bridge I. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed interim financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks uncertainties and assumptions about us that may cause our actual result levels of activity performance or achievements to be materially different from any future results, levels of activity performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Liquidity and Going Concern

As of June 30, 2026, we had cash of $147,356 and working capital deficit of $952,568.

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.

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 Exchange Note. The Exchange 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 Exchange 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, 2026 and December 31, 2025, the Company has an outstanding balance of $368,680 under the Exchange Note.

On June 26, 2024, Phytanix Bio (“Phytanix”) agreed to loan the Company $1,590,995, pursuant to an unsecured non - interest bearing promissory note (the “Bridge Financing Note”). The maturity date of the Bridge Financing Note is the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial Business Combination. The Bridge Financing Note may not be repaid with funds from the trust account that the Company established for the benefit of its public holders. The proceeds from the Bridge Financing Note will be used (i) to pay off certain working capital loans issued by the Company to Fulton AC, (ii) to pay for certain fees and expenses incurred in connection with the transactions contemplated in the Bridge Financing Note and the Company’s initial Business Combination and (iii) for other general corporate purposes. As of June 30, 2026 and December 31, 2025, the outstanding balance under the Bridge Financing Note was $1,023,235 in the accompanying balance sheets.

34 

On September 30, 2025, the Company issued an unsecured, non-interest bearing promissory note (the “C/M Note”) to the C/M C/M Lender in the aggregate principal amount of $1,250,000, for an aggregate purchase price of $1,000,000. The C/M Note is due and payable in full on the maturity date, June 30, 2026; provided that, upon the occurrence of an event of default, the outstanding principal and any other amounts outstanding under the C/M Note will become due and payable without demand. The C/M Note may be prepaid at any time without penalty. All payments due under the C/M Note rank junior to certain existing indebtedness of the Company and senior to all other indebtedness of the Company and its subsidiaries. The proceeds of the C/M Note will be used to pay for certain fees and expenses incurred in connection with the Company’s initial Business Combination and for other general corporate purposes. On May 28, 2026, the Company entered into Amendment No. 1 to the Note. Pursuant to Amendment No. 1, among other things, (i) the maturity date of the Note was extended from June 30, 2026 to November 15, 2026 and (ii) the event of default for failure to establish and authorize a certificate of designation for a new series of preferred shares of the Company on or before November 15, 2025 was removed.

As of June 30, 2026 and December 31, 2025, the outstanding balance under the C/M Note was $1,511,255 and $1,078,066, respectively, in the accompanying balance sheets.

The Company has until November 15, 2026 to consummate an initial Business Combination. If the Company has not consummated a Business Combination by November 15, 2026, 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.

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, 2026. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Results of Operations

Our entire activity since inception up to June 30, 2026 was in preparation for our Initial Public Offering and since the closing of the Initial Public Offering, the search for a prospective Business Combination. We will not generate any operating revenues until the closing and completion of our initial Business Combination, at the earliest.

For the three months ended June 30, 2026, we had a net loss of approximately $166,000, which consisted of interest expense - debt issuance cost of $101,000, general and administrative expenses of $112,000 and general and administrative expenses to related party of $30,000, offset by income from investments held in Trust Account of approximately $7,000, gain from the change in fair value of derivative liabilities of approximately $66,000, and gain from the change in fair value of contingently issuable private placement warrants of approximately $3,000.

For the three months ended June 30, 2025, we had a net income of approximately $5,800, which consisted of investment income on the Trust Account of approximately $56,000, gain from the change in fair value of derivative liabilities of approximately $242,000 and gain from the change in fair value of contingently issuable private placement warrants of approximately $13,000, offset by general and administrative expenses of approximately $275,000 and general and administrative expenses to related party of $30,000.

For the six months ended June 30, 2026, we had a net loss of approximately $603,000, which consisted of loss from the change in fair value of derivative liabilities of approximately $37,000, interest expense - debt issuance cost of approximately $183,000, loss from the change in fair value of contingently issuable private placement warrants of approximately $2,000, and general and administrative expenses of approximately $334,000 and general and administrative expenses to related party of $60,000, offset by income from investments held in Trust Account of approximately $14,000.

For the six months ended June 30, 2025, we had a net loss of approximately $358,000, which consisted of general and administrative expenses of approximately $467,000 and general and administrative expenses to related party of $60,000, offset by investment income on the Trust Account of approximately $111,000, gain from the change in fair value of derivative liabilities of approximately $55,000 and gain from the change in fair value of contingently issuable private placement warrants of approximately $3,000.

Contractual Obligations

Registration Rights and Shareholder Rights

The holders of Class B ordinary shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Class B ordinary shares), were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

35 

Critical Accounting Policies

Derivative Financial Instruments

We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The 22,050,000 warrants that were issued in connection with the Initial Public Offering (including the 11,500,000 warrants included in the Units and the 10,550,000 Private Placement Warrants) and the 4,000,000 Forward Purchase Securities, were recognized as derivative liabilities in accordance with ASC Topic 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Forward Purchase Securities, Public Warrants and the Private Placement Warrants were initially measured using a Monte Carlo simulation. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such Public Warrants. On December 26, 2023, in connection with the Securities Purchase Agreement, the Forward Purchase Securities were terminated and the Convertible Note was converted into contingently issuable private placement warrants. As of June 30, 2026 and December 31, 2025, the fair value of Private Placement Warrants was determined based on the quoted price of the Public Warrants.

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

Off-Balance Sheet Arrangements

As of June 30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(b)(1)(ii)(B) of Regulation S-K.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non- emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

36 

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of June 30, 2026, our disclosure controls and procedures were not effective because of a material weakness in our internal control over financial reporting related to the adequate review and reconciliation of its liabilities and prepaid expenses.

In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management has undertaken remediation steps to address the material weakness, including increasing management review processes over liabilities. This remediation is an ongoing process and there can be no assurance that it will effectively address the material weaknesses.

Changes in Internal Control over Financial Reporting

Except as described above, there were no changes to our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2026 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

37 

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q include the risk factors described in our Annual Report on Form 10-K filed with the SEC on April 1, 2026. You should review the risk factors described in our Annual Report on Form 10-K filed with the SEC on April 1, 2026 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report on Form 10-Q. If any of the risks described in our Annual Report on Form 10-K filed with the SEC on April 1, 2026 actually occur, our business, financial condition and results of operations could be adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

On November 12, 2025, the Company received a written notice (the “OTCQB Notice”) from the OTC Markets Group (“OTC”) notifying the Company that, because the Company’s public float as it is currently displayed on the Company profile is less than 10% of the total shares outstanding, the Company is not currently in compliance with the public float requirement for continued listing on OTCQB Venture Market (“OTCQB”), as set forth in Section 2 of the OTCQB listing standards (the “Minimum Public Float Requirement”).

The OTCQB Notice also indicated that the Company, pursuant to Section 4.1(D) of the OTCQB listing standards, had 90 days, or until February 10, 2026, to regain compliance with the Minimum Public Float Requirement or the Company may be removed from the OTCQB marketplace.

On February 11, 2026, the Company received a written notice from OTC indicating that the cure period had expired. Consequently, the Company’s securities were moved from the OTCQB market to the OTCID Basic Market (“OTCID”) on February 12, 2026. OTC further notified the Company that if it would like to be moved back to OTCQB, it must increase public float to at least 10% of the total shares outstanding and meet all of the eligibility requirements under Section 1 of the OTCQB listing standards.

The Company will continue to file its periodic reports and remain subject to the reporting obligations under the Securities Exchange Act of 1934. The Company is actively evaluating strategic options to regain compliance with relevant listing standards and remains committed to upholding transparency and stability for all stakeholders.

The transition of the Company’s Class A ordinary shares and warrants to the OTCID is not expected to affect the Company’s business operations or its reporting requirements under the rules of the SEC.

38 

Item 6. Exhibits.

Exhibit Number	Description
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.*
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.*
32.1+	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*
32.2+	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed or furnished herewith.
+	These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

39 

SIGNATURES

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 thereunto duly authorized on this 14th day of August 2026.

Chain Bridge I
By:	/s/ Andrew Cohen
Name:	Andrew Cohen
Title:	Chief Executive Officer
By:	/s/ Andrew Kucharchuk
Name:	Andrew Kucharchuk
Title:	Chief Financial Officer

40 

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Cohen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 of Chain Bridge I;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 14, 2026	By:	/s/ Andrew Cohen
	Name:	Andrew Cohen
	Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Kucharchuk, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 of Chain Bridge I;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 14, 2026	By:	/s/ Andrew Kucharchuk
	Name:	Andrew Kucharchuk
	Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Chain Bridge I (the “Company”) on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Cohen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2026	By:	/s/ Andrew Cohen
	Name:	Andrew Cohen
	Title:	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Chain Bridge I (the “Company”) on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Kucharchuk, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2026	By:	/s/ Andrew Kucharchuk
	Name:	Andrew Kucharchuk
	Title:	Chief Financial Officer

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Cover - shares	6 Months Ended
	Jun. 30, 2026	Aug. 10, 2026
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2026
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	CHAIN BRIDGE I
Entity Central Index Key	0001845149
Entity File Number	001-41047
Entity Tax Identification Number	95-1578955
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, Date of Incorporation	Jan. 21, 2021
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	8 The Green # 17538
Entity Address, City or Town	Dover
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19901
Entity Phone Fax Numbers [Line Items]
City Area Code	(302)
Local Phone Number	597-7438
Class A ordinary shares, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CBRRF
Security Exchange Name	NONE
Units, each consisting of one Class A ordinary share and one-half of one redeemable Warrant to acquire one Class A ordinary share
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable Warrant to acquire one Class A ordinary share
Trading Symbol	CBGGF
Security Exchange Name	NONE
Warrants to purchase Class A Ordinary Shares
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase Class A Ordinary Shares
Trading Symbol	CBRGF
Security Exchange Name	NONE
Class A Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		2,621,590
Class B Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		3,191,000

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Condensed Balance Sheets - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Current assets:
Cash	$ 147,356	$ 390,255
Prepaid expenses	6,215	26,850
Other receivable	150,000
Total current assets	303,571	417,105
Investments held in Trust Account	783,587	766,224
Total Assets	1,087,158	1,183,329
Current liabilities:
Accounts payable	338,409	429,655
Accrued expenses	867,730	795,987
Total current liabilities	1,256,139	1,225,642
Bridge Financing Note	1,023,235	1,023,235
Senior Note, net	1,511,255	1,078,066
Derivative liabilities	595,350	557,870
Contingently issuable private placement warrants	31,050	29,095
Total Liabilities	4,785,709	4,282,588
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption; $0.0001 par value; 62,590 shares at redemption value of approximately $12.519 and $12.242 per share at June 30, 2026 and December 31, 2025, respectively	783,587	766,224
Shareholders’ deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(4,482,713)	(3,866,058)
Total shareholders’ deficit	(4,482,138)	(3,865,483)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	1,087,158	1,183,329
Related Party
Current liabilities:
Accrued expenses – related party	50,000
Exchange Note – related party	368,680	368,680
Class A Ordinary Shares
Shareholders’ deficit:
Ordinary shares, value	256	256
Class B Ordinary Shares
Shareholders’ deficit:
Ordinary shares, value	$ 319	$ 319

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Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2026	Dec. 31, 2025
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized (in Shares)	1,000,000	1,000,000
Preference shares, shares issued (in Shares)
Preference shares, shares outstanding (in Shares)
Class A Ordinary Shares Subject to Possible Redemption
Class A ordinary shares subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A ordinary shares subject to possible redemption, outstanding (in Shares)	62,590	62,590
Class A ordinary shares subject to possible redemption, redemption value (per share) (in Dollars per share)	$ 12.519	$ 12.242
Class A Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in Shares)	479,000,000	479,000,000
Ordinary shares, shares issued (in Shares)	2,559,000	2,559,000
Ordinary shares, shares outstanding (in Shares)	2,559,000	2,559,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in Shares)	20,000,000	20,000,000
Ordinary shares, shares issued (in Shares)	3,191,000	3,191,000
Ordinary shares, shares outstanding (in Shares)	3,191,000	3,191,000

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Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
General and administrative expenses	$ 111,992	$ 275,283	$ 334,031	$ 467,133
General and administrative expenses - related party	30,000	30,000	60,000	60,000
Loss from operations	(141,992)	(305,283)	(394,031)	(527,133)
Other (expense) income:
Change in fair value of derivative liabilities	66,150	242,550	(37,480)	55,120
Change in fair value of contingently issuable private placement warrants	3,450	12,650	(1,955)	2,875
Interest expense - debt issuance cost	(100,858)		(183,189)
Income from investments held in Trust Account	6,861	55,876	13,607	111,291
Total other (expense) income, net	(24,397)	311,076	(209,017)	169,286
Net (loss) income	$ (166,389)	$ 5,793	$ (603,048)	$ (357,847)
Redeemable Shares
Other (expense) income:
Weighted average shares outstanding, basic (in Shares)	62,590	455,736	62,590	455,736
Weighted average shares outstanding, diluted (in Shares)	62,590	455,736	62,590	455,736
Basic net (loss) income per share (in Dollars per share)	$ (0.03)	$ 0	$ (0.1)	$ (0.06)
Diluted net (loss) income per share (in Dollars per share)	$ (0.03)	$ 0	$ (0.1)	$ (0.06)
Nonredeemable Shares
Other (expense) income:
Weighted average shares outstanding, basic (in Shares)	5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding, diluted (in Shares)	5,750,000	5,750,000	5,750,000	5,750,000
Basic net (loss) income per share (in Dollars per share)	$ (0.03)	$ 0	$ (0.1)	$ (0.06)
Diluted net (loss) income per share (in Dollars per share)	$ (0.03)	$ 0	$ (0.1)	$ (0.06)

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Unaudited Condensed Statements of Changes in Shareholders’ Deficit - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2024	$ 256	$ 319	$ 129,497	$ (2,367,244)	$ (2,237,172)
Balance (in Shares) at Dec. 31, 2024	2,559,000	3,191,000
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption			(29,497)	(25,918)	(55,415)
Net (loss) income				(363,640)	(363,640)
Waiver of $100,000 dissolution expense pursuant to Dissolution Expense Reimbursement Agreement			(100,000)		(100,000)
Balance at Mar. 31, 2025	$ 256	$ 319		(2,756,802)	(2,756,227)
Balance (in Shares) at Mar. 31, 2025	2,559,000	3,191,000
Balance at Dec. 31, 2024	$ 256	$ 319	129,497	(2,367,244)	(2,237,172)
Balance (in Shares) at Dec. 31, 2024	2,559,000	3,191,000
Net (loss) income					(357,847)
Balance at Jun. 30, 2025	$ 256	$ 319		(2,806,885)	(2,806,310)
Balance (in Shares) at Jun. 30, 2025	2,559,000	3,191,000
Balance at Mar. 31, 2025	$ 256	$ 319		(2,756,802)	(2,756,227)
Balance (in Shares) at Mar. 31, 2025	2,559,000	3,191,000
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption				(55,876)	(55,876)
Net (loss) income				5,793	5,793
Balance at Jun. 30, 2025	$ 256	$ 319		(2,806,885)	(2,806,310)
Balance (in Shares) at Jun. 30, 2025	2,559,000	3,191,000
Balance at Dec. 31, 2025	$ 256	$ 319		(3,866,058)	(3,865,483)
Balance (in Shares) at Dec. 31, 2025	2,559,000	3,191,000
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption				(6,746)	(6,746)
Net (loss) income				(436,659)	(436,659)
Balance at Mar. 31, 2026	$ 256	$ 319		(4,309,463)	(4,308,888)
Balance (in Shares) at Mar. 31, 2026	2,559,000	3,191,000
Balance at Dec. 31, 2025	$ 256	$ 319		(3,866,058)	(3,865,483)
Balance (in Shares) at Dec. 31, 2025	2,559,000	3,191,000
Net (loss) income					(603,048)
Balance at Jun. 30, 2026	$ 256	$ 319		(4,482,713)	(4,482,138)
Balance (in Shares) at Jun. 30, 2026	2,559,000	3,191,000
Balance at Mar. 31, 2026	$ 256	$ 319		(4,309,463)	(4,308,888)
Balance (in Shares) at Mar. 31, 2026	2,559,000	3,191,000
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption				(6,861)	(6,861)
Net (loss) income				(166,389)	(166,389)
Balance at Jun. 30, 2026	$ 256	$ 319		$ (4,482,713)	$ (4,482,138)
Balance (in Shares) at Jun. 30, 2026	2,559,000	3,191,000

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Unaudited Condensed Statements of Changes in Shareholders’ Deficit (Parentheticals)	3 Months Ended
	Mar. 31, 2025 USD ($)
Statement of Stockholders' Equity [Abstract]
Dissolution expense	$ 100,000

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Unaudited Condensed Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash Flows from Operating Activities:
Net loss	$ (603,048)	$ (357,847)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities	37,480	(55,120)
Change in fair value of contingently issuable private placement warrants	1,955	(2,875)
Interest expense - debt issuance cost	183,189
Income from investments held in Trust Account	(13,607)	(111,291)
Changes in operating assets and liabilities:
Prepaid expenses	20,635	22,800
Accounts payable	(91,245)	73,957
Accrued expenses	71,743	156,828
Accrued expenses – related party	50,000
Other receivable	(150,000)
Net cash used in operating activities	(492,898)	(273,548)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(3,756)	(27,344)
Net cash used in investing activities	(3,756)	(27,344)
Cash Flows from Financing Activities:
Proceeds from Senior Note	250,000
Proceeds received from Sponsor for Trust Account contribution	3,755	27,344
Repayment of bridge financing note		(40,000)
Proceeds from convertible note – related party		186,806
Net cash provided by financing activities	253,755	174,150
Net change in cash	(242,899)	(126,742)
Cash — beginning of the period	390,255	129,598
Cash — end of the period	147,356	2,856
Supplemental schedule of noncash financing activities:
Vendor payment made by exchange note holder		7,500
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption	13,607	111,291
Waiver of $100,000 dissolution expense pursuant to Dissolution Expense Reimbursement Agreement		$ 100,000

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Unaudited Condensed Statements of Cash Flows (Parentheticals) - USD ($)	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Dissolution expense		$ 100,000

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Description of Organization and Business Operations

6 Months Ended

Jun. 30, 2026

Description of Organization and Business Operations [Abstract]

Description of Organization and Business Operations

Note 1 — Description of Organization and Business Operations

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”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

All activity for the period from January 21, 2021 (inception) through June 30, 2026 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.

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.

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, predecessor in interest to CBG Omega LLC (“CBG”) and CB Co-Investment LLC (“CB Co-Investment”), generating proceeds of approximately $10.6 million (Note 4).

In addition, upon closing of the Initial Public Offering, CB Co-Investment loaned the Company $1.15 million at no interest (the “CB Co-Investment Loan”). On November 16, 2022, CBG agreed to loan the Company up to $1.2 million 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.

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 & 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.

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.

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.

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.

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).

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.

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.

As of the Closing Date, and in connection with the consummation of the transactions contemplated by the Securities Purchase Agreement:

(1) CB Co-Investment irrevocably agreed to convert the $1.15 million CB Co-Investment loan into contingently issuable Private Placement 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 contingently issuable Private Placement 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).

(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.

(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.

(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.

(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”).

(6) Additionally, CBG irrevocably agreed to terminate all outstanding loans to the Company, which included the Additional Convertible Note.

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.

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 “Exchange Note”). The Exchange 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 Exchange 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.

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.

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.

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.

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:

(1) extend from February 15, 2024 to November 15, 2024, 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 ten 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;

(2) 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 one-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

(3) 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.

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 $34,530,235 in cash held in the Trust Account.

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 16th of each calendar month, commencing on May 16, 2024, until the earliest to occur of the Termination Date, the consummation of the Business Combination or the winding up of the Company.

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.

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.

On November 14, 2024, the Company held an extraordinary general meeting of its shareholders (the “General Meeting”) at which the shareholders voted to amend and restate, by way of a special resolution, the Company’s 2nd amended and restated memorandum and articles of association, to extend from November 15, 2024 to November 15, 2025, the 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, 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; 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 (the “Amendment Proposal”).

In connection with the General Meeting, the holders of an aggregate of 550,947 Class A Shares of the Company exercised their right to redeem their shares for an aggregate of approximately $6,336,383 in cash held in the Trust Account.

Additionally, pursuant to Fulton AC’s previously disclosed 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 $4,557 on November 16, 2024 and will contribute to the Trust $4,557 per month on the 16th of each calendar month, commencing on December 16, 2024, until the earliest to occur of the Termination Date, the consummation of the Business Combination or the winding up of the Company.

After the redemptions discussed above, 3,014,736 shares of Class A Ordinary Shares are outstanding, including Class A Ordinary Shares included in 29,707 of the Company’s outstanding units, and 3,191,000 shares of Class B Ordinary Shares are outstanding.

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.

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 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.

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.

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.

The Company has timely submitted a plan to regain compliance with Rule 5550(a)(3), which contained evidence that the Company has regained compliance.

On September 13, 2024, the Company was notified by Nasdaq that the Company had regained compliance with Public Shareholder Rule.

On October 10, 2024, the Company filed a Proxy Statement seeking to obtain shareholder approval, among other things, approval of the Amendment Proposal — to amend and restate, by way of a special resolution, the Company’s 2nd amended and restated memorandum and articles of association, to extend from November 15, 2024 to November 15, 2025, the Termination Date by which, if the Company has not consummated 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 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. The scheduled meeting of shareholders to vote on the proposals stated within the Proxy Statement will be held on November 8, 2024.

On October 29, 2024, the Company and Fulton AC entered into an agreement (the “Dissolution Expense Reimbursement Agreement”) pursuant to which Fulton agreed to reimburse the Trust Account up to $100,000 to pay dissolution expenses if and when the Company is dissolved. The amount of such reimbursements will be included in the amount distributable holders of Class A ordinary shares of the Company entitled to participate the liquidation of the Trust Account.

On November 7, 2024, the Company determined to postpone the General Meeting (the “Postponement”), originally scheduled to be held on November 8, 2024, to allow additional time for the Company to engage with its shareholders. The General Meeting was held on Thursday, November 14, 2024 at 11:00 a.m., Eastern Time. There was no change to the location or the record date of the General Meeting. In connection with the Postponement, the right of the public shareholders of the Company to redeem their Class A ordinary shares for their pro rata portion of the funds available in the Trust Account was extended to 5:30 p.m., Eastern Time, on November 12, 2024 (two business days before the postponed General Meeting) (the “Redemption Deadline Extension”).

On November 11, 2024, the Company entered into non-redemption agreements (the “Non-Redemption Agreements”) with one or more investors named therein (each, a “Backstop Investor”), pursuant to which the Backstop Investors agreed to rescind or reverse previous elections to redeem up to an aggregate of 429,180 Class A ordinary shares of the Company, which redemption requests were made in connection with the General Meeting to consider and vote on, among other proposals, a proposal to amend and restate, by way of a special resolution, the Company’s 2nd amended and restated memorandum and articles of association, to extend from November 15, 2024 to November 15, 2025, the 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 (a “De-Spac Transaction”), 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; 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 (the “Amendment Proposal”). The Amendment Proposal is described in more detail in the Company’s definitive proxy statement filed with the SEC on October 10, 2024, as amended. The Backstop Investors agree to hold, and not redeem, up to an aggregate of 128,753 shares of the Class A ordinary shares of the Company (the “Backstop Investor Shares”) at the Closing.

In consideration for the foregoing, upon consummation of the Company’s initial Business Combination, the Company shall pay or cause to be paid to each Backstop Investor a payment in respect of its respective Backstop Investor Shares in cash released from the Trust Account in an amount equal to the product of (x) the number of Backstop Investor Shares and (y) the price per share for a pro rata portion of the amount on deposit in the Trust Account as of the Closing.

The Backstop Investors expect to acquire up to an aggregate of 321,984 Class A ordinary shares of the Company in the open market at or below the Redemption Price (as defined in the Non- Redemption Agreements) (the “Acquired Shares”). The Backstop Investors agree not to redeem the Acquired Shares and will not vote Acquired Shares in favor of the Amendment Proposal.

On November 12, 2024, the Company and each Backstop Investor entered into Amendment No.1 to Non-Redemption Agreement (the “Amendment”) pursuant to which the parties agree to allow the Backstop Investors to purchase Acquired Shares (as defined in the Agreements) at any time prior to the General Meeting.

On November 12, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq stating that, pursuant to Nasdaq Listing Rule IM-5101-2 (“Rule IM-5101-2”), the staff of Nasdaq (“Staff”) had determined that (i) the Company’s securities will be delisted from Nasdaq, (ii) trading of the Company’s Class A ordinary shares and units will be suspended at the opening of business on November 19, 2024 and (iii) a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq. Under Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Since the Company failed to complete its initial Business Combination by November 4, 2024, the Staff concluded that the Company did not comply with Rule IM-5101-2 and that the Company’s securities are now subject to delisting.

Nasdaq suspended that trading of the Company’s Class A ordinary shares and units at the opening of business on November 19, 2024.

Following the suspension of trading on Nasdaq, the Company’s Class A ordinary shares began trading on the OTCQB Market operated on The OTC Market systems (“OTC”) under the symbol “CBRRF.” The Company’s warrants and units began trading on the Expert Market operated by OTC under the symbols “CBRGF” and “CBGGF,” respectively. There can be no assurance that a broker will continue to make a market in the Company’s securities or that trading of the Class A ordinary shares will continue on an over-the-counter market or elsewhere.

On April 11, 2025, Nasdaq completed the delisting by filing a Form 25-NSE with the U.S. Securities and Exchange Commission (the “SEC”), which removed the Company’s securities from listing and registration on Nasdaq.

On November 14, 2024, the Company held its General Meeting at which the shareholders voted to approve the Amendment Proposal.

In connection with the General Meeting, the holders of an aggregate of 550,947 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $6,336,383 in cash held in the Trust Account.

Additionally, pursuant to Fulton AC’s previously disclosed 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 $4,557 on November 16, 2024 and will contribute to the Trust Account $4,557 per month on the 16th of each calendar month, commencing on December 16, 2024, until the earliest to occur of the Termination Date, the consummation of the Business Combination or the winding up of the Company.

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.

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.

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.

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.

On January 16, 2025, February 14, 2025, March 17, 2025, May 16, 2025, June 16, 2025, August 11, 2025, August 21, 2025, September 16, 2025 and November 6, 2025, the Sponsor contributed approximately $4,557, $4,557, $4,557, $9,115, $4,557, $4,557, $4,557, $4,557 and $4,557 respectively, into the Company’s Trust Account to extend the life of the Company through November 15, 2025.

On September 29, 2025, the Company and 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 Public Shares in connection with an extraordinary general meeting of the Company’s shareholders to be held on October 29, 2025 (the “October 2025 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 to November 15, 2026, the date by which, if the Company has not 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.

On October 29, 2025, the Company held the October 2025 Meeting. At the October 2025 Meeting, the shareholders voted to amend and restate, by way of a special resolution, the Existing Charter, to (i) extend from November 15, 2025 to November 15, 2026 (the “Extended Termination Date”), the date by which, if the Company has not consummated 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.

In connection with the October 2025 Meeting, the holders of an aggregate of 393,146 Public Shares exercised their right to redeem their shares for an aggregate of approximately $4,761,252 in cash held in the Trust Account.

As of June 30, 2026, pursuant to the Contribution Agreement, the Sponsor had contributed an aggregate of approximately $5,007 to the Company’s Trust Account to extend the Company’s deadline to consummate an initial Business Combination through July 15, 2026. Following June 30, 2026, the Sponsor contributed an additional approximately $1,252 to further extend the deadline through September 15, 2026.

Emerging Growth Company

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.

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 unaudited condensed 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.

Risks and Uncertainties

Management continues to evaluate the current or anticipated military conflicts and geopolitical tensions, including the conflicts between Russia and Ukraine, Israel and Hamas, and Israel, United States and Iran, as well as terrorism, sanctions or other geopolitical events, together with 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 unaudited condensed financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Capital Resources

As of June 30, 2026, the Company had $147,356 in its operating bank account and working capital deficit of $952,568.

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.

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 Exchange Note. The Exchange 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 Exchange 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, 2026 and December 31, 2025, the Company has an outstanding balance of $368,680, under the Exchange Note.

On June 26, 2024, Phytanix Bio (“Phytanix”) agreed to loan the Company $1,590,995, pursuant to an unsecured non - interest bearing promissory note (the “Bridge Financing Note”). The maturity date of the Bridge Financing Note is the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial Business Combination. The Bridge Financing Note may not be repaid with funds from the trust account that the Company established for the benefit of its public holders. The proceeds from the Bridge Financing Note will be used (i) to pay off certain working capital loans issued by the Company to Fulton AC, (ii) to pay for certain fees and expenses incurred in connection with the transactions contemplated in the Bridge Financing Note and the Company’s initial Business Combination and (iii) for other general corporate purposes. As of June 30, 2026 and December 31, 2025, the outstanding balance under the Bridge Financing Note was $1,023,235 in the accompanying balance sheets.

On September 30, 2025, the Company issued an unsecured, non-interest bearing promissory note (the “Note”) to C/M Capital Master Fund LP (the “Lender”) in the aggregate principal amount of $1,250,000, for an aggregate purchase price of $1,000,000. The Note is due and payable in full on the maturity date, June 30, 2026; provided that, upon the occurrence of an event of default, the outstanding principal and any other amounts outstanding under the Note will become due and payable without demand. The Note may be prepaid at any time without penalty. All payments due under the Note rank junior to certain existing indebtedness of the Company and senior to all other indebtedness of the Company and its subsidiaries. The proceeds of the Note will be used to pay for certain fees and expenses incurred in connection with the Company’s initial Business Combination and for other general corporate purposes.

On May 28, 2026, the Company entered into Amendment No. 1 (the “Amendment No. 1”) to the Note. Pursuant to Amendment No. 1, among other things, (i) the maturity date of the Note was extended from June 30, 2026 to November 15, 2026 and (ii) the event of default for failure to establish and authorize a certificate of designation for a new series of preferred shares of the Company on or before November 15, 2025 was removed.

As of June 30, 2026 and December 31, 2025, the carrying amount of the Note was $1,250,000 and $1,078,066, respectively, in the accompanying balance sheets.

On May 28, 2026, the Company issued certain unsecured, non-interest bearing promissory notes (the “2026 Notes”) to certain investors (the “Lenders”) in the aggregate principal amount of $312,500, for an aggregate purchase price of $250,000.

The 2026 Notes are due and payable in full on November 15, 2026 (the “Maturity Date”). The 2026 Notes may be prepaid at any time without penalty. The proceeds from the 2026 Notes will be used to pay for certain fees and expenses incurred in connection with the Company’s initial business combination and for other general corporate purposes.

As of June 30, 2026 and December 31, 2025, the carrying amount of the 2026 Notes were $261,255 and $0, respectively.

The Note and the 2026 Notes are presented as senior notes, net on the accompanying balance sheets. The aggregate carrying amount of the senior notes, net was $1,511,255 and $1,078,066 as of June 30, 2026 and December 31, 2025, respectively.

The Company has until November 15, 2026 to consummate an initial Business Combination. If the Company has not consummated a Business Combination by November 15, 2026, 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.

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 (as described above) 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, 2026. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Investment Company Act

Under the current rules and regulations of the SEC we are not deemed an investment company for purposes of the Investment Company Act; however, on March 30, 2022, the SEC proposed new rules (the “Proposed Rules”) relating, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The Proposed Rules provide a safe harbor for companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the Proposed Rules would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial Business Combination no later than 18 months after the effective date of the SPAC’s registration statement for its IPO. The Company would then be required to complete its initial Business Combination no later than 24 months after the effective date of such registration statement. There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including this Company. The Company has not yet entered into a definitive Business Combination agreement, however, there is a risk that the Company may not complete an initial Business Combination within 24 months of such date. As a result, it is possible that a claim could be made that the Company has been operating as an unregistered investment company. If the Company were deemed to be an investment company for purposes of the Investment Company Act, the Company may be forced to abandon its efforts to complete an initial Business Combination and instead be required to liquidate. If the Company is required to liquidate, the investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction.

The Investment Company Act defines an investment company as any issuer which:

(i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities;

(ii) is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or

(iii) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of Government securities and cash items) on an unconsolidated basis.

The Company has assessed its primary line of business, and the value of its investment securities as compared to the value of total assets to determine whether the Company may be deemed an investment company. The longer that the funds in the Trust Account are held in money market funds, there is a greater risk that the Company may be considered an unregistered investment company. Currently, the funds in the Trust Account are held in mutual funds composed of U.S. treasury securities and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

The Investment Company Act defines an investment company as any issuer which:

1. Is or holds itself out as being engaged primarily in the business of investing, reinvesting, or trading in securities;

2. Is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type; or

3. Owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of Government securities and cash items) on an unconsolidated basis.

In January 2024, the SEC adopted rules providing guidance for SPACs analyzing their status under the Investment Company Act of 1940. This guidance emphasizes enhanced investor protections, transparency in business combination transactions, and the importance of ensuring compliance with the definition of a “business” under ASC 805-10-55. The safe harbor provision under the guidance requires SPACs to:

● Identify and enter into a de-SPAC transaction agreement within 18 months of their IPO; and

● Complete the de-SPAC transaction within 24 months of their IPO.

Failure to meet these criteria could result in the SPAC being deemed an unregistered investment company under the Act, requiring liquidation and potentially preventing completion of the proposed transaction. The Company completed its IPO within the SEC’s safe harbor timeline, and has not yet entered into a business combination, less than 48 months after its IPO. The transaction is expected to close within the SEC’s prescribed 48-month timeline. Currently, the Company does not hold itself out as being engaged in investing, reinvesting, or trading in securities. All funds in the Trust Account is held in mutual funds composed of U.S. treasury securities that comply with Rule 2a-7 under the Investment Company Act. The funds are not invested in marketable securities to avoid the risk of being deemed an unregistered investment company.

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Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2026

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected through December 31, 2026.

The accompanying unaudited condensed interim financial statements should be read in conjunction with the annual audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 1, 2026.

Use of Estimates

The preparation of unaudited condensed 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 unaudited condensed 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.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2026 and December 31, 2025, the Company had no cash equivalents.

Cash and Investments Held in Trust Account

At June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $783,587 and $766,224, respectively, were held in mutual funds composed of U.S. treasury securities. Investments in mutual funds are presented on the balance sheets at fair value at the end of each reporting period. The estimated fair values of investments held in the Trust Account are determined using available market information.

Assets held in the Trust Account will not be released from the Trust Account until the completion of its initial Business Combination or to the public shareholders until the earliest of the completion of an initial Business Combination and in connection with those Class A ordinary shares that such shareholders properly elect to redeem.

Concentration of Credit Risk

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.

Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements” (“ASC Topic 820”), equal or approximate the carrying amounts represented in the balance sheets primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of the financial instruments, including issued stock purchase warrants, and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC Topic 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The 22,050,000 warrants that were issued in connection with the Initial Public Offering (including the 11,500,000 warrants included in the Units and the 10,550,000 Private Placement Warrants) and the 4,000,000 forward purchase securities (“Forward Purchase Securities”), were recognized as derivative liabilities in accordance with ASC Topic 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Forward Purchase Securities, Public Warrants (as defined below) and the Private Placement Warrants were initially measured using a Monte Carlo simulation. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such Public Warrants. On December 26, 2023, in connection with the Securities Purchase Agreement, the Forward Purchase Agreement was terminated and the Convertible Note was converted into contingently issuable private placement warrants on the balance sheet and marked to market at each reporting period (Note 5). As of June 30, 2026 and December 31, 2025, the fair value of Private Placement Warrants and contingently issuable Private Placement Warrants was determined based on the quoted price of the Public Warrants.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for the Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2026 and December 31, 2025, 62,590 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

On May 12, 2023, the Company held the Special Meeting at which the Company’s shareholders approved a proposal to amend the Company’s existing Amended and Restated Memorandum and Articles of Association to extend from May 15, 2023 to November 15, 2023 (the “Extended Date”) and to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an initial Business Combination after the Extended Date up to three times, by an additional month each time, up to February 15, 2024, the date by which, if the Company has not consummated 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 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. 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.

On December 13, 2023 and January 15, 2024, the Board adopted resolutions to extend the Company’s business operations until January 15, 2024 and February 15, 2024, respectively.

On February 7, 2024, the Company held the Meeting, at which the shareholders voted on the Amendment Proposal. Shareholders voted to approve the Amendment Proposal. 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 $34,530,235 in cash held in the Trust Account.

On November 14, 2024, the Company held its General Meeting at which the shareholders voted to approve the Amendment Proposal. In connection with the General Meeting, the holders of an aggregate of 550,947 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $6,336,383 in cash held in the Trust Account.

On October 29, 2025, the Company held the October 2025 Meeting. In connection with the October 2025 Meeting, the holders of an aggregate of 393,146 Public Shares exercised their right to redeem their shares for an aggregate of approximately $4,761,252 in cash held in the Trust Account.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

As of June 30, 2026 and December 31, 2025, the amounts of Class A ordinary shares reflected on the balance sheets are reconciled in the following: 

Class A ordinary shares subject to possible redemption, December 31, 2025	$	766,224
Plus:
Proceeds received from Sponsor for Trust Account contribution		1,878
Deemed dividend – increase in redemption value of Class A ordinary shares subject to possible redemption		6,746
Class A ordinary shares subject to possible redemption, March 31, 2026	$	774,848
Plus:
Proceeds received from Sponsor for Trust Account contribution		1,878
Deemed dividend – increase in redemption value of Class A ordinary shares subject to possible redemption		6,861
Class A ordinary shares subject to possible redemption, June 30, 2026	$	783,587

The calculation of diluted (loss) income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2026 and December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. As a result, diluted net (loss) income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each period presented:

	For the Three Months Ended June 30,
	2026						2025
	Class A Redeemable			Class A and Class B Non- Redeemable			Class A Redeemable		Class A and Class B Non- Redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(1,792	)	$	(164,597	)	$	425	$	5,368
Denominator:
Basic and diluted weighted average ordinary shares outstanding		62,590			5,750,000			455,736		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.03	)	$	(0.03	)	$	0.00	$	0.00

	For the Six Months Ended June 30,
	2026						2025
	Redeemable			Nonredeemable			Redeemable			Nonredeemable
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(6,494	)	$	(596,554	)	$	(26,280	)	$	(331,567	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		62,590			5,750,000			455,736			5,750,000
Basic and diluted net loss per ordinary share	$	(0.10	)	$	(0.10	)	$	(0.06	)	$	(0.06	)

Income Taxes

ASC Topic 740 accounts for income taxes requiring an asset and liability approach to financial accounting and reporting for income taxes including the parameters for the recognition of deferred tax assets and liabilities. The Company is exempt from Cayman Islands as well as US taxation. Accordingly, there is no reported tax provision nor any net deferred tax asset or liability position in the accompanying unaudited condensed financial statements.

Other Receivable

As of June 30, 2026, other receivables included a $150,000 receivable from one of the Company’s service providers and not a related party. The receivable arose from a payment made to the service provider during the second quarter. In the ordinary course of business, management subsequently determined that the services were no longer required, and the service provider agreed to refund the payment. The full amount was collected on July 24, 2026.

Recent Accounting Pronouncements

In March 2024, the FASB issued ASU No. 2024-01, “Compensation—Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards” (“ASU 2024-01”). ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2025, although early adoption is permitted. The Company adopted ASU 2024-01 effective January 1, 2026. The adoption of ASU 2024-01 did not have a material impact on the Company's unaudited condensed financial statements.

In March 2024, the FASB issued ASU No 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”). ASU 2024-02 removes references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2024-02 can be applied prospectively or retrospectively. Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s unaudited condensed financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” This standard requires disclosure of specific information about costs and expenses and becomes effective January 1, 2027. Upon adoption, ASU 2024-03 is not expected to have an impact on the Company’s unaudited condensed financial statements.

In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for accounting for induced conversions of convertible debt instruments, specifically addressing the recognition and measurement of inducement offers made to holders of convertible debt. The amendments provide guidance on determining whether an inducement offer should be accounted for as an extinguishment of debt or as a modification, and clarify the related disclosure requirements. The Company adopted ASU 2024-04 effective January 1, 2026. The adoption of ASU 2024-04 did not have a material impact on the Company's unaudited condensed financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. The Company adopted ASU 2023-07 effective January 1, 2025. The adoption of ASU 2023-07 did not have a material impact on the Company's unaudited condensed financial statements, as the Company operates as a single reportable segment.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

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Initial Public Offering

6 Months Ended

Jun. 30, 2026

Class of Stock Disclosures [Abstract]

Initial Public Offering

Note 3 — Initial Public Offering

On November 15, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 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.

Each Unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

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Private Placement Warrants

6 Months Ended

Jun. 30, 2026

Class of Stock Disclosures [Abstract]

Private Placement Warrants

Note 4 — Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,550,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to CBG and CB Co-Investment, generating proceeds of approximately $10.6 million.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination prior to November 15, 2026, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 8 and exercisable on a cashless basis.

Fulton AC, CBG, CB Co - Investment and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

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Related Party Transactions

6 Months Ended

Jun. 30, 2026

Related Party Transactions [Abstract]

Related Party Transactions

Note 5 — Related Party Transactions

Class B Ordinary Shares

On February 3, 2021, CBG and CB Co-Investment paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of an aggregate of 8,625,000 Class B ordinary shares. CBG purchased 7,195,714 of the Class B ordinary shares and CB Co-Investment purchased 1,429,286 of the Class B ordinary shares. On April 9, 2021, CB Co-Investment transferred 28,571 Class B ordinary shares to CBG at their original purchase price. On October 1, 2021, CBG forfeited 2,408,095 and CB Co-Investment forfeited 466,905 Class B ordinary shares, in each case, for no consideration.

On November 9, 2021, CBG transferred an aggregate of 156,000 Class B ordinary shares to three of the Company’s directors, the chief financial officer and two of the Company’s advisors. As a result, CBG had 4,660,190 Class B ordinary shares and CB Co-Investment had 933,810 Class B ordinary shares outstanding. The transfer of the Class B ordinary shares is in the scope of ASC Topic 718, “Compensation-Stock Compensation” (“ASC Topic 718”). Under ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Class B ordinary shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Class B ordinary shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2026, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Class B ordinary shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Class B ordinary shares.

CBG and CB Co-Investment agreed to forfeit up to an aggregate of 750,000 Class B ordinary shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Class B ordinary shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on November 15, 2021; thus, these 750,000 Class B ordinary shares were no longer subject to forfeiture.

Fulton AC, CBG, CB Co - Investment, and the current and former executive officers and directors of the Company, agreed not to transfer, assign or sell any of their Class B ordinary shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property, Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Class B ordinary shares will be released from the lockup.

Pursuant to those certain Voting Agreements, dated December 29, 2023, entered into by each of CBG and CB Co - Investment, immediately upon approval of the Amendment Proposal at the Meeting, 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.

Related Party Loans

Convertible Note — Related Party

Upon closing of the Initial Public Offering, CB Co-Investment loaned the Company approximately $1.15 million to deposit into Trust Account, in exchange for a non-interest bearing, unsecured convertible promissory note (“Convertible Note”). Such Convertible Note would 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 promissory note would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion of CB Co-Investment and/or its designees, converted into additional warrants at a price of $1.00 per warrant.

On November 16, 2022, CBG agreed to loan the Company up to $1.2 million 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 CBG, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants.

In connection with the consummation of the transactions contemplated by the Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert the $1.15 million loan (the “Conversion Amount”) by CB Co-Investment to the Company at a conversion price of $1.00 per warrant, or 1,150,000 warrants upon consummation of a Business Combination. Upon consummation of a Business Combination, 805,000, 273,431 and 71,569 of the contingently issuable Private Placement Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively. All other existing indebtedness was terminated as of the Closing Date. As a result, the Convertible Note was converted into contingently issuable private placement warrants on the balance sheet and marked to market as of June 30, 2026 and December 31, 2025.

Additionally, CBG irrevocably agreed to terminate all outstanding loans to the Company. Accordingly, all debt proceeds received under the Additional Convertible Note was recognized as a capital contribution from CBG.

Working Capital Loan

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, On December 29, 2023, Fulton AC agreed to loan the Company up to $1.5 million pursuant the Fulton AC 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.

On May 9, 2024, the Company entered into the Exchange Agreement with Fulton AC, pursuant to which Fulton AC and the Company agreed to exchange the Fulton AC Note for the Exchange Note. The Exchange 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 Exchange 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.

As provided under the Exchange Agreement, following the delivery of the Exchange Note, the Fulton AC Note was cancelled, with the Company owing no further obligations thereunder. The issuance of the Exchange Note in exchange for the Fulton AC Note was made pursuant to Section 3(a)(9) of the Securities Act.

The Company accounts for its Exchange Note within the scope of ASC Topic 470. Pursuant to ASC Topic 470, the new or modified terms of the Exchange Note when compared with the original terms of the Fulton AC Note are not substantially different; therefore, the Company will account for the Exchange Agreement as a debt modification. As a result, the Exchange Note is measured at the amount of cash proceeds received from the holder. For the six months ended June 30, 2026, the Company drew an additional $0 under the Exchange Note. As of June 30, 2026 and December 31, 2025, there were $368,680, outstanding under the Exchange Note.

Administrative Services Agreement

On December 29, 2023, Fulton AC entered into the Fulton Services Agreement with the Company, 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. As of June 30, 2026 and December 31, 2025, the Company had $50,000 and $0, respectively, outstanding balance payable to a related party as it relates to this agreement.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2026

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Litigation

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is not aware of any such legal proceedings that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

Contingently Issuable Private Placement Warrants

In connection with the consummation of the transactions contemplated by the Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert the Conversion Amount by CB Co-Investment to the Company at a conversion price of $1.00 per warrant, or 1,150,000 warrants upon consummation of a Business Combination. Upon consummation of a Business Combination, 805,000, 273,431 and 71,569 of the contingently issuable Private Placement Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively.

Registration Rights and Shareholder Rights

The holders of the Class B ordinary shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants, the Forward Purchase Securities and warrants that may be issued upon conversion of the Convertible Note and the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants that may be issued upon conversion of such loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The Forward Purchase Securities were terminated on December 29, 2023. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

On November 9, 2021, the Company entered into an agreement with one of the underwriters in its Initial Public Offering, Cowen and Company, LLC, as advisors in connection with the Company’s Business Combination to assist the Company in holding meetings with the shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed to pay a fee for such services (the “Marketing Fee”) upon the consummation of the initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, or approximately $8.1 million in the aggregate. The Marketing Fee was waived by Cowen as of December 29, 2023.

Forward Purchase Agreement

The Forward Purchase Agreement provided for the purchase by Franklin, in the aggregate, of 4,000,000 Forward Purchase Securities, for an aggregate purchase price of $40.0 million, with each Forward Purchase Security consisting of one Class A ordinary share and one-half of one redeemable warrant in each case, for an aggregate of 4,000,000 Class A ordinary shares and 2,000,000 redeemable warrants, for $10.00 per Forward Purchase Security, in a private placement to close substantially concurrently with the closing of the initial Business Combination. Effective as of the Closing Date, in connection with the Securities Purchase Agreement, the Company and Franklin entered into a Letter Agreement terminating the Forward Purchase Agreement.

Non-Redemptions Agreements

As discussed more fully in Note 1, in exchange for the commitments not to redeem certain Class A ordinary shares in connection with the Special Meeting, CBG and CB Co-Investment agreed to transfer 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, 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.

The Company estimated the aggregate fair value of a weighted number of Class B ordinary shares, based on the likelihood of consummating an initial Business Combination beyond November 15, 2023, or 1,166,663 Class B ordinary shares, attributable to the non-redeeming shareholder be $4,802,931 or $4.12 per share. Each non-redeeming shareholder acquired from CBG an indirect economic interest in the Class B ordinary shares. The excess of the fair value of the Class B ordinary shares was determined to be an offering cost in accordance with the SEC Staff Accounting Bulletin (“SAB”) Topic 5A – Expenses of Offering. Accordingly, in substance, it was recognized by the Company as a capital contribution by CBG to induce these holders of the Class A ordinary shares not to redeem, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.

	May 10, 2023
Stock price	$	10.42
Risk free rate		4.25	%
Remaining life		1.56
Volatility		5.4	%
Probability of transaction		40	%

Letter and Joinder Agreement

On October 13, 2022, David G. Brown executed a joinder 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, including to vote any Class B ordinary shares and Class A ordinary shares held by him in favor of the Company’s initial Business Combination and certain transfer restrictions with respect to the Company’s securities. On October 13, 2022, the Company entered into letter agreements with Mr. Brown, pursuant to which, among other things, the Company agreed to grant to him 30,000 RSUs, subject to the terms and conditions set forth therein, including consummation of the Business Combination and shareholder approval of an equity plan pursuant to which RSUs would be issued. Such RSU grant terminated on December 29, 2023 upon Mr. Brown’s resignation from the Board.

Pursuant to the Letter Agreement dated June 15, 2023 (“2023 RSU Letter Agreement”) and Joinder Agreement dated June 20, 2023 (the “Joinder Agreement”), the Company agreed to grant to Mr. Lazarus 30,000 RSUs of the Company subject to the terms and conditions set forth therein, including consummation of the Business Combination and shareholder approval of an equity plan pursuant to which RSUs would be issued and Mr. Lazarus agreed to vote any Class B ordinary shares and Class A ordinary shares held by him in favor of the Company’s initial Business Combination, to facilitate the liquidation and winding up of the Company if an initial Business Combination is not consummated within the time period required by its Second Amended and Restated Memorandum and Articles of Association and to certain transfer restrictions with respect to the Company’s securities. The 2023 RSU Letter Agreement terminated on April 1, 2024 upon Mr. Lazarus’ resignation as Chief Financial Officer of the Company. Pursuant to the Joinder Agreement, Mr. Lazarus became a party to that certain Registration and Shareholder Rights Agreement, dated November 9, 2021, among the Company, CBG, CB Co-Investment and certain equity holders of the Company, which provides for, among other things, customary demand and piggy-back registration rights.

On December 29, 2023, the Letter Agreement was amended to add Fulton AC as a party thereto, subject to all of the terms and conditions of the Letter Agreement. Pursuant to the Letter Agreement Amendment, Fulton AC also agreed that it will indemnify the Trust Account for certain amounts as further described in Note 1.

On December 29, 2023, each Mr. Wainstein, Mr. Cohen, Mr. Silberman and Mr. Baron executed joinders 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, including to vote any Class B ordinary shares and Class A ordinary shares held by each of them in favor of the Company’s initial Business Combination and certain transfer restrictions with respect to the Company’s securities. 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, respectively, subject to the terms and conditions set forth therein, including consummation of the Business Combination and shareholder approval of an equity plan pursuant to which RSUs would be issued.

On February 21, 2024, the Board of Directors appointed Oliver Wiener as a director. In connection with Mr. Wiener’s appointment, the Board increased its size to five (5) directors. Mr. Wiener will not receive compensation of any kind for service to the Board prior to the consummation of an initial Business Combination. On February 21, 2024, Mr. Wiener 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.

On February 21, 2024, the Company entered into a letter agreement with Mr. Wiener, pursuant to which, among other things, the Company 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.

Bridge Financing Note

On June 26, 2024, Phytanix Bio (“Phytanix”) agreed to loan the Company approximately $1,590,995, pursuant to an unsecured non-interest bearing promissory note (the “Bridge Financing Note”). The maturity date of the Bridge Financing Note is the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial Business Combination. The Bridge Financing Note may not be repaid with funds from the trust account that the Company established for the benefit of its public holders. The proceeds from the Bridge Financing Note will be used (i) to pay off certain working capital loans issued by the Company to Fulton AC, (ii) to pay for certain fees and expenses incurred in connection with the transactions contemplated in the Bridge Financing Note and the Company’s initial Business Combination and (iii) for other general corporate purposes.

For the six months ended June 30, 2026 and 2025, the Company made a principal repayment of $0 and $40,000, respectively, against the Bridge Financing Note. As of June 30, 2026 and December 31, 2025, the outstanding balance under the Bridge Financing Note was $1,023,235 in the accompanying balance sheets.

Senior Notes

On September 30, 2025, the Company issued an unsecured, non-interest bearing promissory note (the “Note”) to C/M Capital Master Fund LP (the “Lender”) in the aggregate principal amount of $1,250,000, for an aggregate purchase price of $1,000,000.

The Note is due and payable in full on the maturity date, June 30, 2026; provided that, upon the occurrence of an Event of Default (as defined below), the outstanding principal and any other amounts outstanding under the Note will become due and payable without demand. The Note may be prepaid at any time without penalty. All payments due under the Note rank junior to certain existing indebtedness of the Company and senior to all other indebtedness of the Company and its subsidiaries. The proceeds of the Note will be used to pay for certain fees and expenses incurred in connection with the Company’s initial Business Combination and for other general corporate purposes.

The Note includes customary representations, warranties, covenants and events of default (each, an “Event of Default”), including, among others, (i) certain events of bankruptcy, insolvency or reorganization; (ii) breach of certain representations, warranties, covenants or other terms of the Note that remains uncured for five (5) business days, and (iii) failure to establish and authorize a new series of preferred shares of the Company by June 30, 2026 (the “New Preferred Shares”). The Lender has the right to exchange all or any portion of the Note for New Preferred Shares, on terms to be mutually agreed upon by the Company and the Lender.

On May 28, 2026, the Company entered into Amendment No. 1 (the “Amendment No. 1”) to the Note. Pursuant to Amendment No. 1, among other things, (i) the maturity date of the Note was extended from June 30, 2026 to November 15, 2026 and (ii) the event of default for failure to establish and authorize a certificate of designation for a new series of preferred shares of the Company on or before November 15, 2025 was removed.

The Company accounts for the Note in accordance with ASC Topic 470, Debt. The embedded conversion and prepayment features do not require bifurcation as derivative instruments under ASC 815-40, as they meet the criteria for the scope exception, equity classification upon conversion (under the control of the issuer), sufficient authorized and unissued shares to settle the conversion feature, no net-cash settlement provisions, and a call feature that is clearly and closely related to the debt host. The Note is recognized at amortized cost, with debt issuance costs of $250,000 accreted to the principal balance using the effective interest method over the term of the Note through June 30, 2026.

As of June 30, 2026 and December 31, 2025, the carrying amount of the Note was $1,250,000 and $1,078,066, respectively.

On May 28, 2026, the Company issued certain unsecured, non-interest bearing promissory notes (the “2026 Notes”) to certain investors (the “Lenders”) in the aggregate principal amount of $312,500, for an aggregate purchase price of $250,000.

The 2026 Notes are due and payable in full on November 15, 2026 (the “Maturity Date”). The 2026 Notes may be prepaid at any time without penalty. The proceeds from the 2026 Notes will be used to pay for certain fees and expenses incurred in connection with the Company’s initial business combination and for other general corporate purposes.

The Company accounts for the 2026 Notes in accordance with ASC Topic 470, Debt. The 2026 Notes are recognized at amortized cost, with debt issuance costs of $62,500 accreted to the principal balance using the effective interest method over the term of the 2026 Notes through November 15, 2026. 

As of June 30, 2026 and December 31, 2025, the carrying amount of the 2026 Notes were $261,255 and $0, respectively.

The Note and the 2026 Notes are presented as senior notes, net on the accompanying balance sheets. The aggregate carrying amount of the senior notes, net was $1,511,255 and $1,078,066 as of June 30, 2026 and December 31, 2025, respectively.

Business Combination Agreement

On July 22, 2024, the Company, CB Holdings, Inc., a Nevada corporation (“HoldCo”), CB Merger Sub 1, a Cayman Islands exempted company (“CBRG Merger Sub”), Phytanix Bio, a Nevada corporation (the “Phytanix”), and CB Merger Sub 2, Inc., a Nevada corporation (“Phytanix Merger Sub”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). As used herein, “New Phytanix” refers to HoldCo after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Business Combination Agreement.

Terminated Business Combination Agreement

On February 20, 2025, the Company entered into a Business Combination Agreement with Phytanix Bio Inc. ("Phytanix") and certain affiliated entities, pursuant to which the parties agreed to consummate a business combination in which a newly formed holding company would acquire both the Company and Phytanix. Upon closing, the Company's ordinary shares and warrants would have been exchanged for securities of the holding company, which was expected to be renamed Phytanix, Inc. and listed on the Nasdaq Capital Market under the ticker symbol "PHYX." The aggregate transaction consideration was based on an equity value of approximately $58.0 million for Phytanix.

On April 7, 2025, the Company and Phytanix mutually agreed to terminate the Business Combination Agreement by entering into a Termination Agreement, which became effective immediately.

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Shareholders' Deficit

6 Months Ended

Jun. 30, 2026

Shareholders’ Deficit [Abstract]

Shareholders' Deficit

Note 7 — Shareholders’ Deficit

Preference Shares — The Company is authorized to issue 1,000,000 preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A ordinary shares — The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2026 and December 31, 2025, there were 62,590 redeemable Class A ordinary shares outstanding, all of which were classified as temporary equity in the accompanying balance sheets, respectively. As of June 30, 2026 and December 31, 2025, there were 2,559,000 nonredeemable Class A ordinary shares outstanding which were classified as permanent equity in the accompanying balance sheet.

Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of June 30, 2026 and December 31, 2025, there were 3,191,000 Class B ordinary shares issued and outstanding.

Class A and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Prior to the initial Business Combination, only holders of the Class B ordinary shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Class B ordinary shares may remove a member of the board of directors for any reason. The provisions of the Second Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two-thirds of the issued and outstanding Class B ordinary shares.

The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of the Initial Public Offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, and any Forward Purchase Securities and any Private Placement Warrants issued to Fulton AC, CBG or CB Co-Investment, former and current officers and directors of the Company or any of their affiliates upon conversion of the Convertible Note and Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The Forward Purchase Securities were terminated effective as of December 29, 2023.

Waiver of $100,000 dissolution expense pursuant to Dissolution Expense Reimbursement Agreement – In connection with the Dissolution Expense Reimbursement Agreement, Fulton agreed to reimburse the Trust Account up to $100,000 to pay dissolution expenses if and when the Company is dissolved. The amount of such reimbursements will be included in the amount distributable holders of Class A ordinary shares of the Company entitled to participate the liquidation of the Trust Account. As a result, the Company recognized $100,000 as a decrease to additional paid-in capital during the three months ended March 31, 2025.

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Warrants

6 Months Ended

Jun. 30, 2026

Warrants [Abstract]

Warrants

Note 8 — Warrants

As of June 30, 2026 and December 31, 2025, the Company had 11,500,000 Public Warrants and 10,550,000 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to Franklin, CBG, CB Co-Investment and each other holder of Class B ordinary shares upon the consummation of the Initial Public Offering or their affiliates, without taking into account any Class B ordinary shares held by CBG, CB Co-Investment and each other holder of Class B ordinary shares upon the consummation of the Initial Public Offering or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price See “— Redemption of warrants for cash when the price per class A ordinary share equals or exceeds $18.00” and “— Redemption of warrants for Class A ordinary shares when the price per class A ordinary share equals or exceeds $10.00” as described below).

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by Fulton AC, CBG, CB Co-Investment or their respective permitted transferees and (iii) Fulton AC, CBG, CB Co-Investment or their respective permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than Fulton AC, CBG, CB Co-Investment or their respective permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrant when the price per share of Class A ordinary shares equals or exceeds $18.00. Once warrants become exercisable, the Company may redeem the outstanding warrants for cash:

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

● if, and only if, the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part;

● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair value” of Class A ordinary shares;

● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

The “fair value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination prior to November 15, 2024 and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

On December 29, 2023, in connection with the Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert the $1.15 million loan by CB Co-Investment to the Company into contingently issuable Private Placement Warrants. Upon consummation of a Business Combination, 805,000, 273,431 and 71,569 of the contingently issuable Private Placement Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2026

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 9 — Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

The carrying amounts of prepaid expenses, accounts payable, notes payable, accrued expenses and accrued expense-related party approximate their fair values due to their short term maturities and the nature of these instruments.

June 30, 2026

	Quoted Prices in		Significant  Other		Significant  Other
	Active  Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	783,587	$	—	$	—
Liabilities:
Contingently issuable private placement warrants	$	—	$	—	$	31,050
Derivative liabilities- Public Warrants	$	—	$	310,500	$	—
Derivative liabilities- Private Placement Warrants	$	—	$	—	$	284,850

December 31, 2025

	Quoted Prices in		Significant  Other		Significant  Other
	Active  Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	766,224	$	—	$	—
Liabilities:
Contingently issuable private placement warrants	$	—	$	29,095	$	—
Derivative liabilities- Public Warrants	$	290,950	$	—	$	—
Derivative liabilities- Private Placement Warrants	$	—	$	266,920	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the three and six months ended June 30, 2026, the Company transferred the Public Warrants from Level 1 to Level 2 due to the warrants being quoted on the OTC market rather than an active exchange. During the same period, the Private Placement Warrants were transferred from Level 2 to Level 3 because the Company concluded that the valuation should be based on a model using significant unobservable inputs, rather than the market price of the Public Warrants.

Level 1 assets consists of investments in U.S. treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The initial estimated fair value as of November 15, 2021, of the Public Warrants, the Private Placement Warrants, and the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation, determined using Level 3 inputs. Subsequently, the fair value of the Public Warrants has been determined based on quoted market prices in the OTC market and classified as a Level 2 fair value measurement. As of June 30, 2026, the fair value of the Private Placement Warrants and the contingently issuable Private Placement Warrants were determined using a valuation model incorporating significant unobservable inputs and classified as a Level 3 fair value measurement. As of December 31, 2025, the fair value of the Private Placement Warrants and the contingently issuable Private Placement Warrants were determined based on the quoted market price of the Public Warrants and classified as a Level 2 fair value measurement.

The following table presents a rollforward of the Company’s Private Placement Warrants and the contingently issuable Private Placement Warrants measured at fair value using Level 3 inputs:

	Private			Contingently issuable Private			Total
	Placement			Placement			Warrant
	Warrants			Warrants			Liabilities
Fair value as of December 31, 2025	$	—		$	—		$	—
Transfer from Level 2 to Level 3		316,500			34,500			351,000
Change in fair value		(6,000	)		(3,450	)		(9,450	)
Fair value as of June 30, 2026	$	310,500		$	31,050		$	341,550

The following table provides quantitative information regarding Level 3 fair value measurements inputs at June 30, 2026 measurement date for contingently issuable Private Placement Warrants and Private Placement Warrants:

Exercise price	$	11.50
Stock price	$	12.08
Term (years)		5.34
Volatility		12.8	%
Risk-free rate		4.12	%
Dividend yield		0.0	%

The following table provides quantitative information regarding Level 2 fair value measurements inputs at December 31, 2025 measurement date for contingently issuable Private Placement Warrants and Private Placement Warrants:

Exercise price	$	11.50
Stock price	$	12.08
Term (years)		5.33
Volatility		6.0	%
Risk-free rate		3.70	%
Dividend yield		0.0	%

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Segment Information

6 Months Ended

Jun. 30, 2026

Segment Information [Abstract]

Segment Information

Note 10 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

	June 30,		December 31,
	2026		2025
Investments held in Trust Account	$	783,587	$	766,224
Cash	$	147,356	$	390,255

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
General and administrative expenses	$	111,992	$	275,283	$	334,031	$	467,133
General and administrative expenses – related party		30,000		30,000		60,000		60,000
Income from investments held in the Trust Account	$	6,861	$	55,876	$	13,607	$	111,291

The key measures of segment profit or loss reviewed by our CODM are interest earned on the Trust Account and general and administrative expenses. The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

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Subsequent Events

6 Months Ended

Jun. 30, 2026

Subsequent Events [Abstract]

Subsequent Events

Note 11 — Subsequent Events

The Company has evaluated subsequent events and transactions that occurred up to the date the condensed financial statements were issued. Except for as set forth below, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the unaudited condensed financial statements.

Pursuant to the Contribution Agreement, following June 30, 2026, the Sponsor contributed an additional approximately $1,252 to further extend the deadline through September 15, 2026.

On July 24, 2026, the Company collected the $150,000 receivable outstanding as of June 30, 2026 from a third-party service provider. The receivable related to the refund of a payment made during the second quarter of 2026 (see Note 2).

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Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2026	Jun. 30, 2025
Pay vs Performance Disclosure
Net Income (Loss)	$ (166,389)	$ (436,659)	$ 5,793	$ (363,640)	$ (603,048)	$ (357,847)

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2026
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2026

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Emerging Growth Company

Emerging Growth Company

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.

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 unaudited condensed 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.

Risks and Uncertainties

Risks and Uncertainties

Management continues to evaluate the current or anticipated military conflicts and geopolitical tensions, including the conflicts between Russia and Ukraine, Israel and Hamas, and Israel, United States and Iran, as well as terrorism, sanctions or other geopolitical events, together with 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 unaudited condensed financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Capital Resources

Liquidity and Capital Resources

As of June 30, 2026, the Company had $147,356 in its operating bank account and working capital deficit of $952,568.

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.

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 Exchange Note. The Exchange 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 Exchange 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, 2026 and December 31, 2025, the Company has an outstanding balance of $368,680, under the Exchange Note.

On June 26, 2024, Phytanix Bio (“Phytanix”) agreed to loan the Company $1,590,995, pursuant to an unsecured non - interest bearing promissory note (the “Bridge Financing Note”). The maturity date of the Bridge Financing Note is the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial Business Combination. The Bridge Financing Note may not be repaid with funds from the trust account that the Company established for the benefit of its public holders. The proceeds from the Bridge Financing Note will be used (i) to pay off certain working capital loans issued by the Company to Fulton AC, (ii) to pay for certain fees and expenses incurred in connection with the transactions contemplated in the Bridge Financing Note and the Company’s initial Business Combination and (iii) for other general corporate purposes. As of June 30, 2026 and December 31, 2025, the outstanding balance under the Bridge Financing Note was $1,023,235 in the accompanying balance sheets.

On September 30, 2025, the Company issued an unsecured, non-interest bearing promissory note (the “Note”) to C/M Capital Master Fund LP (the “Lender”) in the aggregate principal amount of $1,250,000, for an aggregate purchase price of $1,000,000. The Note is due and payable in full on the maturity date, June 30, 2026; provided that, upon the occurrence of an event of default, the outstanding principal and any other amounts outstanding under the Note will become due and payable without demand. The Note may be prepaid at any time without penalty. All payments due under the Note rank junior to certain existing indebtedness of the Company and senior to all other indebtedness of the Company and its subsidiaries. The proceeds of the Note will be used to pay for certain fees and expenses incurred in connection with the Company’s initial Business Combination and for other general corporate purposes.

On May 28, 2026, the Company entered into Amendment No. 1 (the “Amendment No. 1”) to the Note. Pursuant to Amendment No. 1, among other things, (i) the maturity date of the Note was extended from June 30, 2026 to November 15, 2026 and (ii) the event of default for failure to establish and authorize a certificate of designation for a new series of preferred shares of the Company on or before November 15, 2025 was removed.

As of June 30, 2026 and December 31, 2025, the carrying amount of the Note was $1,250,000 and $1,078,066, respectively, in the accompanying balance sheets.

On May 28, 2026, the Company issued certain unsecured, non-interest bearing promissory notes (the “2026 Notes”) to certain investors (the “Lenders”) in the aggregate principal amount of $312,500, for an aggregate purchase price of $250,000.

The 2026 Notes are due and payable in full on November 15, 2026 (the “Maturity Date”). The 2026 Notes may be prepaid at any time without penalty. The proceeds from the 2026 Notes will be used to pay for certain fees and expenses incurred in connection with the Company’s initial business combination and for other general corporate purposes.

As of June 30, 2026 and December 31, 2025, the carrying amount of the 2026 Notes were $261,255 and $0, respectively.

The Note and the 2026 Notes are presented as senior notes, net on the accompanying balance sheets. The aggregate carrying amount of the senior notes, net was $1,511,255 and $1,078,066 as of June 30, 2026 and December 31, 2025, respectively.

The Company has until November 15, 2026 to consummate an initial Business Combination. If the Company has not consummated a Business Combination by November 15, 2026, 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.

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 (as described above) 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, 2026. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected through December 31, 2026.

The accompanying unaudited condensed interim financial statements should be read in conjunction with the annual audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 1, 2026.

Use of Estimates

Use of Estimates

The preparation of unaudited condensed 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 unaudited condensed 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.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2026 and December 31, 2025, the Company had no cash equivalents.

Cash and Investments Held in Trust Account

Cash and Investments Held in Trust Account

At June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $783,587 and $766,224, respectively, were held in mutual funds composed of U.S. treasury securities. Investments in mutual funds are presented on the balance sheets at fair value at the end of each reporting period. The estimated fair values of investments held in the Trust Account are determined using available market information.

Assets held in the Trust Account will not be released from the Trust Account until the completion of its initial Business Combination or to the public shareholders until the earliest of the completion of an initial Business Combination and in connection with those Class A ordinary shares that such shareholders properly elect to redeem.

Concentration of Credit Risk

Concentration of Credit Risk

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.

Financial Instruments

Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements” (“ASC Topic 820”), equal or approximate the carrying amounts represented in the balance sheets primarily due to their short-term nature.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

Derivative Financial Instruments

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of the financial instruments, including issued stock purchase warrants, and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC Topic 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The 22,050,000 warrants that were issued in connection with the Initial Public Offering (including the 11,500,000 warrants included in the Units and the 10,550,000 Private Placement Warrants) and the 4,000,000 forward purchase securities (“Forward Purchase Securities”), were recognized as derivative liabilities in accordance with ASC Topic 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Forward Purchase Securities, Public Warrants (as defined below) and the Private Placement Warrants were initially measured using a Monte Carlo simulation. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such Public Warrants. On December 26, 2023, in connection with the Securities Purchase Agreement, the Forward Purchase Agreement was terminated and the Convertible Note was converted into contingently issuable private placement warrants on the balance sheet and marked to market at each reporting period (Note 5). As of June 30, 2026 and December 31, 2025, the fair value of Private Placement Warrants and contingently issuable Private Placement Warrants was determined based on the quoted price of the Public Warrants.

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for the Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2026 and December 31, 2025, 62,590 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

On May 12, 2023, the Company held the Special Meeting at which the Company’s shareholders approved a proposal to amend the Company’s existing Amended and Restated Memorandum and Articles of Association to extend from May 15, 2023 to November 15, 2023 (the “Extended Date”) and to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an initial Business Combination after the Extended Date up to three times, by an additional month each time, up to February 15, 2024, the date by which, if the Company has not consummated 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 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. 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.

On December 13, 2023 and January 15, 2024, the Board adopted resolutions to extend the Company’s business operations until January 15, 2024 and February 15, 2024, respectively.

On February 7, 2024, the Company held the Meeting, at which the shareholders voted on the Amendment Proposal. Shareholders voted to approve the Amendment Proposal. 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 $34,530,235 in cash held in the Trust Account.

On November 14, 2024, the Company held its General Meeting at which the shareholders voted to approve the Amendment Proposal. In connection with the General Meeting, the holders of an aggregate of 550,947 Class A ordinary shares of the Company exercised their right to redeem their shares for an aggregate of approximately $6,336,383 in cash held in the Trust Account.

On October 29, 2025, the Company held the October 2025 Meeting. In connection with the October 2025 Meeting, the holders of an aggregate of 393,146 Public Shares exercised their right to redeem their shares for an aggregate of approximately $4,761,252 in cash held in the Trust Account.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

As of June 30, 2026 and December 31, 2025, the amounts of Class A ordinary shares reflected on the balance sheets are reconciled in the following: 

Class A ordinary shares subject to possible redemption, December 31, 2025	$	766,224
Plus:
Proceeds received from Sponsor for Trust Account contribution		1,878
Deemed dividend – increase in redemption value of Class A ordinary shares subject to possible redemption		6,746
Class A ordinary shares subject to possible redemption, March 31, 2026	$	774,848
Plus:
Proceeds received from Sponsor for Trust Account contribution		1,878
Deemed dividend – increase in redemption value of Class A ordinary shares subject to possible redemption		6,861
Class A ordinary shares subject to possible redemption, June 30, 2026	$	783,587

The calculation of diluted (loss) income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2026 and December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. As a result, diluted net (loss) income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each period presented:

	For the Three Months Ended June 30,
	2026						2025
	Class A Redeemable			Class A and Class B Non- Redeemable			Class A Redeemable		Class A and Class B Non- Redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(1,792	)	$	(164,597	)	$	425	$	5,368
Denominator:
Basic and diluted weighted average ordinary shares outstanding		62,590			5,750,000			455,736		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.03	)	$	(0.03	)	$	0.00	$	0.00

	For the Six Months Ended June 30,
	2026						2025
	Redeemable			Nonredeemable			Redeemable			Nonredeemable
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(6,494	)	$	(596,554	)	$	(26,280	)	$	(331,567	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		62,590			5,750,000			455,736			5,750,000
Basic and diluted net loss per ordinary share	$	(0.10	)	$	(0.10	)	$	(0.06	)	$	(0.06	)

Income Taxes

Income Taxes

ASC Topic 740 accounts for income taxes requiring an asset and liability approach to financial accounting and reporting for income taxes including the parameters for the recognition of deferred tax assets and liabilities. The Company is exempt from Cayman Islands as well as US taxation. Accordingly, there is no reported tax provision nor any net deferred tax asset or liability position in the accompanying unaudited condensed financial statements.

Other Receivable

Other Receivable

As of June 30, 2026, other receivables included a $150,000 receivable from one of the Company’s service providers and not a related party. The receivable arose from a payment made to the service provider during the second quarter. In the ordinary course of business, management subsequently determined that the services were no longer required, and the service provider agreed to refund the payment. The full amount was collected on July 24, 2026.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In March 2024, the FASB issued ASU No. 2024-01, “Compensation—Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards” (“ASU 2024-01”). ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2025, although early adoption is permitted. The Company adopted ASU 2024-01 effective January 1, 2026. The adoption of ASU 2024-01 did not have a material impact on the Company's unaudited condensed financial statements.

In March 2024, the FASB issued ASU No 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”). ASU 2024-02 removes references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2024-02 can be applied prospectively or retrospectively. Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s unaudited condensed financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” This standard requires disclosure of specific information about costs and expenses and becomes effective January 1, 2027. Upon adoption, ASU 2024-03 is not expected to have an impact on the Company’s unaudited condensed financial statements.

In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for accounting for induced conversions of convertible debt instruments, specifically addressing the recognition and measurement of inducement offers made to holders of convertible debt. The amendments provide guidance on determining whether an inducement offer should be accounted for as an extinguishment of debt or as a modification, and clarify the related disclosure requirements. The Company adopted ASU 2024-04 effective January 1, 2026. The adoption of ASU 2024-04 did not have a material impact on the Company's unaudited condensed financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. The Company adopted ASU 2023-07 effective January 1, 2025. The adoption of ASU 2023-07 did not have a material impact on the Company's unaudited condensed financial statements, as the Company operates as a single reportable segment.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

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Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2026

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Schedule of Class A Ordinary Shares Reflected on the Balance Sheets

As of June 30, 2026 and December 31, 2025, the amounts of Class A ordinary shares reflected on the balance sheets are reconciled in the following: 

Class A ordinary shares subject to possible redemption, December 31, 2025	$	766,224
Plus:
Proceeds received from Sponsor for Trust Account contribution		1,878
Deemed dividend – increase in redemption value of Class A ordinary shares subject to possible redemption		6,746
Class A ordinary shares subject to possible redemption, March 31, 2026	$	774,848
Plus:
Proceeds received from Sponsor for Trust Account contribution		1,878
Deemed dividend – increase in redemption value of Class A ordinary shares subject to possible redemption		6,861
Class A ordinary shares subject to possible redemption, June 30, 2026	$	783,587

Schedule of Basic and Diluted Net Income Per Ordinary Share

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each period presented:

	For the Three Months Ended June 30,
	2026						2025
	Class A Redeemable			Class A and Class B Non- Redeemable			Class A Redeemable		Class A and Class B Non- Redeemable
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income	$	(1,792	)	$	(164,597	)	$	425	$	5,368
Denominator:
Basic and diluted weighted average ordinary shares outstanding		62,590			5,750,000			455,736		5,750,000
Basic and diluted net (loss) income per ordinary share	$	(0.03	)	$	(0.03	)	$	0.00	$	0.00

	For the Six Months Ended June 30,
	2026						2025
	Redeemable			Nonredeemable			Redeemable			Nonredeemable
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(6,494	)	$	(596,554	)	$	(26,280	)	$	(331,567	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		62,590			5,750,000			455,736			5,750,000
Basic and diluted net loss per ordinary share	$	(0.10	)	$	(0.10	)	$	(0.06	)	$	(0.06	)

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2026

Commitments and Contingencies [Abstract]

Schedule of Significant Inputs for Fair Value of the Class B Ordinary Shares

	May 10, 2023
Stock price	$	10.42
Risk free rate		4.25	%
Remaining life		1.56
Volatility		5.4	%
Probability of transaction		40	%

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2026

Fair Value Measurements [Abstract]

Schedule of Private Placement Warrants and the Contingently Issuable Private Placement Warrants

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

	Quoted Prices in		Significant  Other		Significant  Other
	Active  Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	783,587	$	—	$	—
Liabilities:
Contingently issuable private placement warrants	$	—	$	—	$	31,050
Derivative liabilities- Public Warrants	$	—	$	310,500	$	—
Derivative liabilities- Private Placement Warrants	$	—	$	—	$	284,850

December 31, 2025

	Quoted Prices in		Significant  Other		Significant  Other
	Active  Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	766,224	$	—	$	—
Liabilities:
Contingently issuable private placement warrants	$	—	$	29,095	$	—
Derivative liabilities- Public Warrants	$	290,950	$	—	$	—
Derivative liabilities- Private Placement Warrants	$	—	$	266,920	$	—

Schedule of Private Placement Warrants and the Contingently Issuable Private Placement Warrants

The following table presents a rollforward of the Company’s Private Placement Warrants and the contingently issuable Private Placement Warrants measured at fair value using Level 3 inputs:

	Private			Contingently issuable Private			Total
	Placement			Placement			Warrant
	Warrants			Warrants			Liabilities
Fair value as of December 31, 2025	$	—		$	—		$	—
Transfer from Level 2 to Level 3		316,500			34,500			351,000
Change in fair value		(6,000	)		(3,450	)		(9,450	)
Fair value as of June 30, 2026	$	310,500		$	31,050		$	341,550

Schedule of Quantitative Information Regarding Level 2 Fair Value Measurements Inputs

The following table provides quantitative information regarding Level 3 fair value measurements inputs at June 30, 2026 measurement date for contingently issuable Private Placement Warrants and Private Placement Warrants:

Exercise price	$	11.50
Stock price	$	12.08
Term (years)		5.34
Volatility		12.8	%
Risk-free rate		4.12	%
Dividend yield		0.0	%

The following table provides quantitative information regarding Level 2 fair value measurements inputs at December 31, 2025 measurement date for contingently issuable Private Placement Warrants and Private Placement Warrants:

Exercise price	$	11.50
Stock price	$	12.08
Term (years)		5.33
Volatility		6.0	%
Risk-free rate		3.70	%
Dividend yield		0.0	%

XML

Segment Information (Tables)

6 Months Ended

Jun. 30, 2026

Segment Information [Abstract]

Schedule of Company’s Performance and Making Key Decisions Regarding Resource Allocation

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

	June 30,		December 31,
	2026		2025
Investments held in Trust Account	$	783,587	$	766,224
Cash	$	147,356	$	390,255

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
General and administrative expenses	$	111,992	$	275,283	$	334,031	$	467,133
General and administrative expenses – related party		30,000		30,000		60,000		60,000
Income from investments held in the Trust Account	$	6,861	$	55,876	$	13,607	$	111,291

XML

Description of Organization and Business Operations (Details)																															1 Months Ended	6 Months Ended
	Nov. 15, 2026	May 28, 2026 USD ($)	Nov. 06, 2025 USD ($)	Oct. 29, 2025 USD ($)	Sep. 29, 2025 USD ($)	Sep. 16, 2025 USD ($)	Aug. 21, 2025 USD ($)	Aug. 11, 2025 USD ($)	Jun. 16, 2025 USD ($)	May 16, 2025 USD ($)	Mar. 17, 2025 USD ($)	Feb. 14, 2025 USD ($)	Jan. 16, 2025 USD ($)	Nov. 14, 2024 USD ($) shares	Nov. 11, 2024 shares	Oct. 29, 2024 USD ($)	May 16, 2024 USD ($)	May 09, 2024	Apr. 01, 2024 shares	Feb. 21, 2024 shares	Feb. 16, 2024 USD ($)	Feb. 15, 2024	Feb. 07, 2024 shares	Dec. 29, 2023 USD ($) $ / shares shares	Jun. 14, 2023 shares	May 10, 2023 shares	Oct. 13, 2022 shares	Nov. 15, 2021 USD ($) $ / shares shares	Nov. 09, 2021 USD ($)	Feb. 03, 2021 USD ($) shares	Oct. 31, 2025 USD ($) shares	Jun. 30, 2026 USD ($) $ / shares shares	Dec. 31, 2025 USD ($) $ / shares shares	Sep. 30, 2025 USD ($)	Jun. 30, 2025 shares	Dec. 16, 2024 USD ($)	Nov. 16, 2024 USD ($)	Jun. 26, 2024 USD ($)	Jun. 13, 2023 USD ($)	Nov. 16, 2022 USD ($) $ / shares
Description of Organization and Business Operations [Line Items]
Date of incorporation																																Jan. 21, 2021
Gross proceeds from initial public offering																													$ 8,100,000
Maturity term																																185 days
Outstanding warrants																																$ 31,050	$ 29,095
Exercisable days																																30 days
Cash held in the trust account																															$ 4,761,252	$ 6,336,383
Consulting fees																																7,500
Monthly payment of consulting fees																																$ 7,500
Dissolution expenses														$ 6,336,383		$ 100,000
Pro rata redemption price per share (in Dollars per share) | $ / shares																																$ 10.2
Sponsor contributed amount			$ 4,557			$ 4,557	$ 4,557	$ 4,557	$ 4,557	$ 9,115	$ 4,557	$ 4,557	$ 4,557																			$ 1,252
Cash in operating bank account																																147,356	390,255
Working capital																																952,568
Aggregate principal amount																																261,255	0
Bridge financing note																																1,023,235	1,023,235
Aggregate carrying amount of senior notes																																$ 1,511,255	1,078,066
Acquire investment securities value exceeding total assets percentage																																40.00%
Acquire investment securities value exceeding value percentage																																40.00%
Forecast [Member]
Description of Organization and Business Operations [Line Items]
Threshold period for redemption of shares if the business combination not consummated	10 days
Fulton AC [Member]
Description of Organization and Business Operations [Line Items]
Administrative expenses																								$ 30,000
Proceeds from related party debt																					$ 22,500
Maximum expenses per month																	$ 5,000
Cash held in the trust account																																					$ 4,557
Warrant [Member]
Description of Organization and Business Operations [Line Items]
Share price (in Dollars per share) | $ / shares																																$ 9.2
Outstanding warrants																																							$ 1,000,000
Exercise price of warrants (in Dollars per share) | $ / shares																																$ 11.5
Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Convert investment amount																								$ 1,150,000
Warrant Notice [Member]
Description of Organization and Business Operations [Line Items]
Outstanding warrants																																							$ 1,000,000
Business Combination, Extended Termination Date [Member]
Description of Organization and Business Operations [Line Items]
Threshold business days to redeem the ordinary shares sold in the Initial Public Offering																						10 days
Minimum net tangible assets upon consummation of business combination				$ 5,000,001
Threshold period for redemption of shares if the business combination not consummated				10 days
Restricted Stock Units [Member] | Director [Member]
Description of Organization and Business Operations [Line Items]
Restricted stock units granted (in Shares) | shares																											30,000
Agreed to grant shares (in Shares) | shares																				50,000
Restricted Stock Units [Member] | CFO [Member]
Description of Organization and Business Operations [Line Items]
Restricted stock units granted (in Shares) | shares																									30,000
Agreed to grant shares (in Shares) | shares																			30,000
Restricted Stock Units [Member] | Mr. Silberman [Member]
Description of Organization and Business Operations [Line Items]
Agreed to grant shares (in Shares) | shares																								50,000
Restricted Stock Units [Member] | Mr. Baron [Member]
Description of Organization and Business Operations [Line Items]
Agreed to grant shares (in Shares) | shares																								50,000
Restricted Stock Units [Member] | Mr. Lazarus [Member]
Description of Organization and Business Operations [Line Items]
Agreed to grant shares (in Shares) | shares																								70,000
Non-Redemption Agreements [Member]
Description of Organization and Business Operations [Line Items]
Number of shares third parties agreed not to redeem shares (in Shares) | shares																										4,000,000
Aggregate shares (in Shares) | shares																																1,000,000
Additional aggregate shares (in Shares) | shares																																500,000
Non-Redemption Agreements [Member] | Ordinary Shares [Member]
Description of Organization and Business Operations [Line Items]
Aggregate shares (in Shares) | shares																																1,000,000
Contribution Agreement [Member]
Description of Organization and Business Operations [Line Items]
Minimum net tangible assets upon consummation of business combination					$ 5,000,001
Threshold period for redemption of shares if the business combination not consummated					10 days
Initial Public Offering [Member]
Description of Organization and Business Operations [Line Items]
Number of units sold (in Shares) | shares																												23,000,000
Share price (in Dollars per share) | $ / shares																												$ 10
Gross proceeds from initial public offering																												$ 230,000,000
Offering costs																												5,700,000
Percentage of fair value																																80.00%
Percentage of outstanding voting																																50.00%
Minimum net tangible assets upon consummation of business combination																																$ 5,000,001
Percentage of aggregate shares																																15.00%
Initial Public Offering [Member] | Warrant [Member]
Description of Organization and Business Operations [Line Items]
Offering costs																												$ 254,000
Initial Public Offering [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Share price (in Dollars per share) | $ / shares																																$ 10.2
Gross proceeds from initial public offering																																$ 234,600,000
Sale of private placement warrants (in Shares) | shares																																10,550,000
Proceeds from sale of private placement warrants																																$ 10,600,000
Share price (in Dollars per share) | $ / shares																																$ 10.2
Exercise price of warrants (in Dollars per share) | $ / shares																																1
Initial Public Offering [Member] | Letter Agreement [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Share price (in Dollars per share) | $ / shares																																$ 10.2
Over-allotment option [Member]
Description of Organization and Business Operations [Line Items]
Number of units sold (in Shares) | shares																												3,000,000
Public Shares [Member]
Description of Organization and Business Operations [Line Items]
Aggregate ordinary shares (in Shares) | shares																															393,146
Unsecured non-Interest Bearing Convertible Promissory Note [Member]
Description of Organization and Business Operations [Line Items]
Percentage of premium for exchange of notes																		35.00%
Unsecured non-Interest Bearing Convertible Promissory Note [Member] | Fulton AC [Member]
Description of Organization and Business Operations [Line Items]
Maximum borrowing capacity of related party promissory note																								$ 1,500,000
Exercise price of warrants (in Dollars per share) | $ / shares																								$ 1
Fulton AC Note [Member]
Description of Organization and Business Operations [Line Items]
Percentage of premium for exchange of notes																		35.00%
Additional convertible note related party																								$ 1,500,000
Outstanding balance																																$ 368,680	368,680
Bridge Financing Notes [Member]
Description of Organization and Business Operations [Line Items]
Aggregate principal amount																																						$ 1,590,995
Capital Master Fund LP [Member]
Description of Organization and Business Operations [Line Items]
Aggregate principal amount																																		$ 1,250,000
Aggregate purchase price																																		$ 1,000,000
Outstanding balance																																1,250,000	1,078,066
2026 Notes [Member]
Description of Organization and Business Operations [Line Items]
Aggregate principal amount		$ 312,500
Aggregate purchase price		$ 250,000
Maturity date		Nov. 15, 2026
Carrying amount																																261,255	0
Aggregate carrying amount of senior notes																																1,511,255	$ 1,078,066
CB Co-Investment [Member]
Description of Organization and Business Operations [Line Items]
Loan conversion agreement warrant																												$ 1,150,000
Exercisable days																								30 days
Convert investment amount																																$ 1,150,000
CB Co-Investment [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Price of warrant (in Dollars per share) | $ / shares																																								$ 1
Contingently warrants issued (in Shares) | shares																								71,569								71,569
CB Co-Investment [Member] | Initial Public Offering [Member]
Description of Organization and Business Operations [Line Items]
Proceeds from related party debt																																$ 244,000
CB Co-Investment [Member] | Additional Convertible Note [Member]
Description of Organization and Business Operations [Line Items]
Price of warrant (in Dollars per share) | $ / shares																																$ 1
Fulton AC [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Contingently warrants issued (in Shares) | shares																								805,000
CBG [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Contingently warrants issued (in Shares) | shares																								273,431
Sponsor [Member]
Description of Organization and Business Operations [Line Items]
Contribution to trust account																																$ 1,252
Aggregate purchase price																																25,000
Sponsor [Member] | Contribution Agreement [Member]
Description of Organization and Business Operations [Line Items]
Contribution to trust account																																$ 5,007
Sponsor [Member] | Private Placement [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Sale of private placement warrants (in Shares) | shares																												10,550,000
Price of warrant (in Dollars per share) | $ / shares																												$ 1
Proceeds from sale of private placement warrants																												$ 10,600,000
Sponsor [Member] | Additional Convertible Note [Member]
Description of Organization and Business Operations [Line Items]
Loan conversion agreement warrant																																								$ 1,200,000
Trust for Benefit of Employees [Member]
Description of Organization and Business Operations [Line Items]
Cash held in the trust account																																				$ 4,557
Fulton AC [Member]
Description of Organization and Business Operations [Line Items]
Common shares, shares outstanding (in Shares) | shares																																3,014,736
Maximum [Member]
Description of Organization and Business Operations [Line Items]
Number of board of directors																																5
Minimum [Member]
Description of Organization and Business Operations [Line Items]
Number of board of directors																																4
Class A Ordinary Shares Subject to Possible Redemption [Member]
Description of Organization and Business Operations [Line Items]
Number of ordinary shares exercised to redeem (in Shares) | shares																																18,848,866
Value of ordinary shares exercised to redeem																																$ 197,854,025
Class B Ordinary Shares [Member]
Description of Organization and Business Operations [Line Items]
Ordinary shares, par value (in Dollars per share) | $ / shares																																$ 0.0001	$ 0.0001
Common shares, shares outstanding (in Shares) | shares																																3,191,000	3,191,000
Class B Ordinary Shares [Member] | Initial Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Acquire issued shares (in Shares) | shares																								3,035,000
Class B Ordinary Shares [Member] | Business Combination, Extended Termination Date [Member]
Description of Organization and Business Operations [Line Items]
Ordinary shares, par value (in Dollars per share) | $ / shares																																$ 0.0001
Class B Ordinary Shares [Member] | CB Co-Investment [Member]
Description of Organization and Business Operations [Line Items]
Aggregate ordinary shares (in Shares) | shares																														1,429,286
Class B Ordinary Shares [Member] | Chain Bridge Group and CB Co-Investment [Member]
Description of Organization and Business Operations [Line Items]
Convert shares (in Shares) | shares																								2,559,000
Common shares, shares outstanding (in Shares) | shares																																			3,191,000
Aggregate ordinary shares (in Shares) | shares																														8,625,000
Aggregate purchase price																														$ 25,000
Class A Ordinary Shares [Member]
Description of Organization and Business Operations [Line Items]
Ordinary shares, par value (in Dollars per share) | $ / shares																																$ 0.0001	$ 0.0001
Aggregate redemption shares (in Shares) | shares														550,947									3,144,451									18,848,866
Common shares, shares outstanding (in Shares) | shares																																2,559,000	2,559,000
Outstanding units																																$ 29,707
Aggregated shares (in Shares) | shares															429,180
Aggregate ordinary shares (in Shares) | shares																																321,984
Class A Ordinary Shares [Member] | Warrant [Member]
Description of Organization and Business Operations [Line Items]
Share price (in Dollars per share) | $ / shares																																$ 9.2
Class A Ordinary Shares [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Exercise price of warrants (in Dollars per share) | $ / shares																																11.5
Class A Ordinary Shares [Member] | Business Combination, Extended Termination Date [Member]
Description of Organization and Business Operations [Line Items]
Ordinary shares, par value (in Dollars per share) | $ / shares																																$ 0.0001
Aggregate redemption shares (in Shares) | shares																																3,144,451
Aggregate redemption value																																$ 34,530,235
Class A Ordinary Shares [Member] | Securities Purchase Agreement [Member] | Fulton AC [Member]
Description of Organization and Business Operations [Line Items]
Sale of private placement warrants (in Shares) | shares																								7,385,000
Class A Ordinary Shares [Member] | Chain Bridge Group and CB Co-Investment [Member]
Description of Organization and Business Operations [Line Items]
Convert shares (in Shares) | shares																								2,559,000
Common shares, shares outstanding (in Shares) | shares																																			3,565,683
Class A Ordinary Shares [Member] | General Meeting [Member]
Description of Organization and Business Operations [Line Items]
Number of shares exercised right to redeem (in Shares) | shares																																550,947
Class A Ordinary Shares [Member] | Backstop Investor Shares [Member]
Description of Organization and Business Operations [Line Items]
Number of shares exercised right to redeem (in Shares) | shares															128,753

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details)				6 Months Ended
	Oct. 29, 2025 USD ($) shares	Nov. 14, 2024 USD ($) shares	Feb. 07, 2024 USD ($) shares	Jun. 30, 2026 USD ($) Segment shares	Dec. 31, 2025 USD ($) shares
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Cash equivalents | $
Assets held in the trust account | $				783,587	766,224
FDIC coverage limit | $				250,000
Other Receivable | $				$ 150,000
Number of reportable segment | Segment				1
Public Warrants [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Warrants issued				11,500,000
Private Placement Warrants [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Warrants issued				10,550,000
Forward Purchase Securities [Member] | Derivative Financial Instruments [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Warrants issued				4,000,000
IPO [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Warrants issued				22,050,000
Class A Ordinary Shares Subject to Possible Redemption [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Temporary equity				62,590	62,590
Class A Ordinary Shares [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Number of ordinary shares exercised to redeem		550,947	3,144,451	18,848,866
Class A Ordinary Shares [Member] | Trust Account [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Value of ordinary shares exercised to redeem | $		$ 6,336,383	$ 34,530,235	$ 197,854,025
Public Shares [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Number of ordinary shares exercised to redeem	393,146
Public Shares [Member] | Trust Account [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Value of ordinary shares exercised to redeem | $	$ 4,761,252

XML

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Class A Ordinary Shares Reflected on the Balance Sheets (Details) - Class A Ordinary Shares Subject to Possible Redemption [Member] - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2025
Schedule of Class A Ordinary Shares Reflected on the Balance Sheets [Line Items]
Class A ordinary shares subject to possible redemption, balance	$ 774,848		$ 766,224
Class A ordinary shares subject to possible redemption, balance	783,587	$ 774,848
Proceeds received from Sponsor for Trust Account contribution	1,878	1,878
Deemed dividend – increase in redemption value of Class A ordinary shares subject to possible redemption	$ 6,861	$ 6,746

XML

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income Per Ordinary Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Class A Redeemable [Member]
Numerator:
Allocation of net (loss) income	$ (1,792)	$ 425
Denominator:
Basic weighted average ordinary shares outstanding	62,590	455,736
Diluted weighted average ordinary shares outstanding	62,590	455,736
Basic net (loss) income per ordinary share	$ (0.03)	$ 0
Diluted net (loss) income per ordinary share	$ (0.03)	$ 0
Class A and Class B Non- Redeemable [Member]
Numerator:
Allocation of net (loss) income	$ (164,597)
Denominator:
Basic weighted average ordinary shares outstanding	5,750,000
Diluted weighted average ordinary shares outstanding	5,750,000
Basic net (loss) income per ordinary share	$ (0.03)
Diluted net (loss) income per ordinary share	$ (0.03)
Class B Non- Redeemable [Member]
Numerator:
Allocation of net (loss) income		$ 5,368
Denominator:
Basic weighted average ordinary shares outstanding		5,750,000
Diluted weighted average ordinary shares outstanding		5,750,000
Basic net (loss) income per ordinary share		$ 0
Diluted net (loss) income per ordinary share		$ 0
Redeemable [Member]
Numerator:
Allocation of net (loss) income			$ (6,494)	$ (26,280)
Denominator:
Basic weighted average ordinary shares outstanding			62,590	455,736
Diluted weighted average ordinary shares outstanding			62,590	455,736
Basic net (loss) income per ordinary share			$ (0.1)	$ (0.06)
Diluted net (loss) income per ordinary share			$ (0.1)	$ (0.06)
Nonredeemable [Member]
Numerator:
Allocation of net (loss) income			$ (596,554)	$ (331,567)
Denominator:
Basic weighted average ordinary shares outstanding			5,750,000	5,750,000
Diluted weighted average ordinary shares outstanding			5,750,000	5,750,000
Basic net (loss) income per ordinary share			$ (0.1)	$ (0.06)
Diluted net (loss) income per ordinary share			$ (0.1)	$ (0.06)

XML

Initial Public Offering (Details) - USD ($)		6 Months Ended
	Nov. 15, 2021	Jun. 30, 2026
Initial Public Offering [Member]
Initial Public Offering [Line Items]
Number of units sold	23,000,000
Price per unit (in Dollars per share)	$ 10
Gross proceeds from initial public offering (in Dollars)	$ 230,000,000
Offering costs (in Dollars)	5,700,000
Initial Public Offering [Member] | Warrants [Member]
Initial Public Offering [Line Items]
Offering costs (in Dollars)	$ 254,000
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Number of units sold	3,000,000
Class A Ordinary Shares [Member] | Initial Public Offering [Member]
Initial Public Offering [Line Items]
Number of shares in a unit		1
Number of warrants in a unit		one-half
Class A Ordinary Shares [Member] | Initial Public Offering [Member] | Public Warrants [Member]
Initial Public Offering [Line Items]
Number of warrants in a unit		one
Number of shares issuable per warrant		1
Exercise price of warrants (in Dollars per share)		$ 11.5

XML

Private Placement Warrants (Details) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2026 USD ($) $ / shares shares
Private Placement Warrants [Line Items]
Number of days completion of initial business combination	30 days
IPO [Member] | Private Placement Warrants [Member]
Private Placement Warrants [Line Items]
Number of shares issuable warrant | shares	10,550,000
Price per warrant | $ / shares	$ 1
Proceeds from warrants | $	$ 10.6
Class A Ordinary Share [Member] | Private Placement Warrants [Member]
Private Placement Warrants [Line Items]
Price per warrant | $ / shares	$ 11.5
Purchase of each warrants | shares	1

XML

Related Party Transactions (Details) - USD ($)							6 Months Ended	12 Months Ended
	May 09, 2024	Dec. 29, 2023	Nov. 09, 2021	Oct. 01, 2021	Apr. 09, 2021	Feb. 03, 2021	Jun. 30, 2026	Dec. 31, 2024	Dec. 31, 2025	Nov. 16, 2022	Nov. 15, 2021
Related Party Transactions [Line Items]
Stock-based compensation expense (in Dollars)
Restrictions on transfer period of time after business combination completion							1 year
Threshold trading days							20 days
Threshold consecutive trading days							30 days
Threshold period after the business combination							150 days
Additional drew amount (in Dollars)							$ 0
Unsecured non-Interest Bearing Convertible Promissory Note [Member]
Related Party Transactions [Line Items]
Percentage of premium for exchange of notes	35.00%
Exchange Note [Member]
Related Party Transactions [Line Items]
Notes payable outstanding (in Dollars)							368,680		$ 368,680
Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Debt conversion amount (in Dollars)		$ 1,150,000
Related Party [Member]
Related Party Transactions [Line Items]
Notes payable outstanding (in Dollars)							368,680		368,680
Outstanding balance payable (in Dollars)							$ 50,000
CBG [Member] | Additional Convertible Note [Member]
Related Party Transactions [Line Items]
Maximum borrowing capacity of related party promissory note (in Dollars)										$ 1,200,000
CBG [Member] | Additional Convertible Note [Member] | Related Party [Member] | Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Warrants price of per share (in Dollars per share)										$ 1
CBG [Member] | Related Party [Member]
Related Party Transactions [Line Items]
Debt conversion into warrants or options issued							273,431
CB Co-Investment [Member]
Related Party Transactions [Line Items]
Debt conversion amount (in Dollars)							$ 1,150,000
CB Co-Investment [Member] | Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Warrants price of per share (in Dollars per share)										$ 1
Debt conversion into warrants or options issued		71,569					71,569
CB Co-Investment [Member] | Convertible Note - Related Party [Member] | Warrant [Member]
Related Party Transactions [Line Items]
Number of loan conversion warrants							1,150,000
CB Co-Investment [Member] | Convertible Note - Related Party [Member] | Related Party [Member]
Related Party Transactions [Line Items]
Proceeds from Related party debt (in Dollars)							$ 1,150,000
Warrants price of per share (in Dollars per share)							$ 1
CB Co-Investment [Member] | Additional Convertible Note [Member]
Related Party Transactions [Line Items]
Warrants price of per share (in Dollars per share)							$ 1
Fulton AC [Member]
Related Party Transactions [Line Items]
Fund due per additional extension (in Dollars)		$ 1,500,000
Share price for additional extension to consummate period (in Dollars per share)		$ 1
Fulton AC [Member] | Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Debt conversion into warrants or options issued		805,000
Fulton AC [Member] | Related Party [Member]
Related Party Transactions [Line Items]
Debt conversion into warrants or options issued							805,000
Administrative Services Agreement [Member]
Related Party Transactions [Line Items]
Administrative fees (in Dollars)		$ 30,000
Administrative Services Agreement [Member] | Related Party [Member]
Related Party Transactions [Line Items]
Outstanding balance payable (in Dollars)							$ 50,000		$ 0
Class B Ordinary Shares [Member]
Related Party Transactions [Line Items]
Percentage of issued and outstanding shares							20.00%
Class B Ordinary Shares [Member] | Chain Bridge Group and CB Co-Investment [Member]
Related Party Transactions [Line Items]
Aggregate purchase price (in Dollars)						$ 25,000
Number of shares issued						8,625,000
Shares subject to forfeiture							750,000
Number of shares no longer subject to forfeiture											750,000
Class B Ordinary Shares [Member] | CBG [Member]
Related Party Transactions [Line Items]
Number of shares issued						7,195,714
Number of shares transferred by the founder			156,000
Stock repurchased during period, shares				2,408,095
Aggregate number of shares owned			4,660,190
Number of shares exercise for right to conversion		2,559,000
Class B Ordinary Shares [Member] | CB Co-Investment [Member]
Related Party Transactions [Line Items]
Number of shares issued						1,429,286
Number of shares transferred by the founder					28,571
Stock repurchased during period, shares				466,905
Aggregate number of shares owned			933,810
Class A Ordinary Shares [Member]
Related Party Transactions [Line Items]
Number of shares issued							321,984
Stock price (in Dollars per share)							$ 12
Class A Ordinary Shares [Member] | Chain Bridge Group and CB Co-Investment [Member]
Related Party Transactions [Line Items]
Number of shares issuable upon conversion		2,559,000

XML

Commitments and Contingencies (Details) - USD ($)										6 Months Ended
	Sep. 30, 2025	Feb. 20, 2025	Feb. 21, 2024	Dec. 29, 2023	Nov. 15, 2023	Jun. 20, 2023	Oct. 13, 2022	Nov. 09, 2021	Feb. 03, 2021	Jun. 30, 2026	Jun. 30, 2025	Nov. 15, 2026	May 28, 2026	Dec. 31, 2025	Jun. 26, 2024
Commitments and Contingencies [Line Items]
Percentage of gross proceeds from IPO								3.50%
Proceeds from IPO								$ 8,100,000
Carrying amount										$ 261,255				$ 0
Senior Notes										1,511,255				1,078,066
Forward Purchase Agreement [Member]
Commitments and Contingencies [Line Items]
Proceeds form forward purchase securities										$ 40,000,000
Number of shares in a unit (in Shares)										1
Number of warrants in a unit										one
Aggregate number of shares purchased (in Shares)										4,000,000
Exercise price of warrants (in Dollars per share)										$ 10
Forecast [Member]
Commitments and Contingencies [Line Items]
Debt issuance costs												$ 62,500
Private Placement Warrants [Member] | In the Event of Consummation of Business Combination [Member] | Fulton AC [Member]
Commitments and Contingencies [Line Items]
Debt conversion into warrants or options issued (in Shares)										805,000
Bridge Financing Note [Member]
Commitments and Contingencies [Line Items]
Carrying amount															$ 1,590,995
Principal repayment										$ 0	$ 40,000
Senior Note [Member]
Commitments and Contingencies [Line Items]
Carrying amount	$ 1,250,000
Short-term debt, lender	C/M Capital Master Fund LP (the “Lender”)
Aggregate purchase price	$ 1,000,000
Maturity date	Jun. 30, 2026
Debt issuance costs										250,000
Aggregate principal amount													$ 312,500
Aggregate purchase price													$ 250,000
Phytanix [Member]
Commitments and Contingencies [Line Items]
Aggregate transaction consideration		$ 58,000,000
Phytanix [Member] | Bridge Financing Note [Member]
Commitments and Contingencies [Line Items]
Carrying amount										1,023,235				1,023,235
Phytanix [Member] | Senior Note [Member]
Commitments and Contingencies [Line Items]
Carrying amount										$ 1,250,000				$ 1,078,066
Restricted Stock Units [Member] | Mr. Brown [Member]
Commitments and Contingencies [Line Items]
Grant to RSUs (in Shares)							30,000
Restricted Stock Units [Member] | Mr. Lazarus [Member]
Commitments and Contingencies [Line Items]
Grant to RSUs (in Shares)				70,000		30,000
Restricted Stock Units [Member] | Mr. Silberman [Member]
Commitments and Contingencies [Line Items]
Grant to RSUs (in Shares)				50,000
Restricted Stock Units [Member] | Mr. Baron [Member]
Commitments and Contingencies [Line Items]
Grant to RSUs (in Shares)				50,000
Restricted Stock Units [Member] | Mr. Wiener [Member]
Commitments and Contingencies [Line Items]
Grant to RSUs (in Shares)			50,000
CB Co-Investment [Member] | Private Placement Warrants [Member]
Commitments and Contingencies [Line Items]
Debt conversion into warrants or options issued (in Shares)				71,569						71,569
CB Co-Investment [Member] | Private Placement Warrants [Member] | In the Event of Consummation of Business Combination [Member]
Commitments and Contingencies [Line Items]
Debt conversion into warrants or options issued (in Shares)										71,569
CB Co-Investment [Member] | Loan [Member] | In the Event of Consummation of Business Combination [Member]
Commitments and Contingencies [Line Items]
Conversion price (in Dollars per share)										$ 1
CB Co-Investment [Member] | Loan [Member] | Private Placement Warrants [Member] | In the Event of Consummation of Business Combination [Member]
Commitments and Contingencies [Line Items]
Number of warrants upon conversion (in Shares)										1,150,000
CBG [Member] | Private Placement Warrants [Member]
Commitments and Contingencies [Line Items]
Debt conversion into warrants or options issued (in Shares)				273,431
CBG [Member] | Private Placement Warrants [Member] | In the Event of Consummation of Business Combination [Member]
Commitments and Contingencies [Line Items]
Debt conversion into warrants or options issued (in Shares)										273,431
Non-Redemption Agreements [Member]
Commitments and Contingencies [Line Items]
Number of ordinary shares agreed to transfer for non-redemption of shares (in Shares)										1,000,000
Additional aggregate ordinary share (in Shares)										500,000
Class A Ordinary Shares [Member]
Commitments and Contingencies [Line Items]
Number of shares issued (in Shares)										321,984
Class A Ordinary Shares [Member] | Forward Purchase Agreement [Member]
Commitments and Contingencies [Line Items]
Number of shares issued (in Shares)										4,000,000
Class A Ordinary Shares [Member] | Private Placement Warrants [Member]
Commitments and Contingencies [Line Items]
Exercise price of warrants (in Dollars per share)										$ 11.5
Redeemable Warrants [Member] | Forward Purchase Agreement [Member]
Commitments and Contingencies [Line Items]
Number of shares issued (in Shares)										2,000,000
Class B Ordinary Shares [Member]
Commitments and Contingencies [Line Items]
Number of shares transferred to non-redeeming stockholders (in Shares)					1,166,663
Fair value of shares transferred to non-redeeming stockholders					$ 4,802,931
Fair value per share transferred to non-redeeming stockholders (in Dollars per share)					$ 4.12
Class B Ordinary Shares [Member] | CB Co-Investment [Member]
Commitments and Contingencies [Line Items]
Number of shares issued (in Shares)									1,429,286

XML

Commitments and Contingencies - Schedule of Significant Inputs for Fair Value of the Class B Ordinary Shares (Details)	May 10, 2023
Stock price [Member]
Schedule of Significant Inputs for Fair Value of the Class B Ordinary Shares [Line Items]
Measurement input	10.42
Risk free rate [Member]
Schedule of Significant Inputs for Fair Value of the Class B Ordinary Shares [Line Items]
Measurement input	4.25
Remaining life [Member]
Schedule of Significant Inputs for Fair Value of the Class B Ordinary Shares [Line Items]
Measurement input	1.56
Volatility [Member]
Schedule of Significant Inputs for Fair Value of the Class B Ordinary Shares [Line Items]
Measurement input	5.4
Probability of transaction [Member]
Schedule of Significant Inputs for Fair Value of the Class B Ordinary Shares [Line Items]
Measurement input	40

XML

Shareholders' Deficit (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2025	Jun. 30, 2026	Dec. 31, 2025
Shareholders’ Deficit [Line Items]
Preferred shares, shares authorized		1,000,000	1,000,000
Preferred shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Ratio to be applied to the stock in the conversion		one-to-one
Dissolution expense (in Dollars)	$ 100,000
Decrease to additional paid-in capital (in Dollars)	$ (100,000)
Reimbursement Agreement [Member]
Shareholders’ Deficit [Line Items]
Dissolution expense (in Dollars)		$ 100,000
Decrease to additional paid-in capital (in Dollars)		$ 100,000
Class A Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Ordinary shares, shares authorized		479,000,000	479,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Ordinary shares, vote per share		one
Ordinary shares, shares outstanding		2,559,000	2,559,000
Ordinary shares, shares issued		2,559,000	2,559,000
Class A Ordinary Shares Subject to Possible Redemption [Member]
Shareholders’ Deficit [Line Items]
Class A ordinary shares subject to possible redemption, outstanding		62,590	62,590
Class B Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Ordinary shares, shares authorized		20,000,000	20,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Ordinary shares, vote per share		one
Ordinary shares, shares outstanding		3,191,000	3,191,000
Ordinary shares, shares issued		3,191,000	3,191,000
Aggregated shares issued upon converted basis, percentage		20.00%

XML

Warrants (Details) - USD ($)		6 Months Ended
	Dec. 29, 2023	Jun. 30, 2026	Dec. 31, 2025
Warrants [Line Items]
Business days		20 days
Threshold period for filling registration statement within number of days of business combination		60 days
Percentage of gross proceeds on total equity proceeds		60.00%
Number of trading day period		10 days
Stock price trigger for redemption of warrants		$ 18
Percentage of adjustment of redemption price of stock based on market value		180.00%
Assignable or salable days		30 days
Redemption of price per share		$ 18
Prior written notice days		30 days
Threshold trading days		20 days
Threshold trading days		3 days
Warrants [Member]
Warrants [Line Items]
Exercise price of warrants		$ 11.5
Warrants expiration term		5 years
Price per share		$ 9.2
Adjustment of exercise price of warrants based on market value (as a percent)		115.00%
Redemption of Warrants [Member]
Warrants [Line Items]
Exercise price of warrants		$ 0.01
Price per share		18
Stock price trigger for redemption of warrants		$ 10
Prior written notice days		30 days
Redemption price per warrant		$ 0.1
Private Placement Warrants [Member]
Warrants [Line Items]
Warrants outstanding		10,550,000
Debt conversion amount	$ 1,150,000
Fulton AC [Member] | Private Placement Warrants [Member] | In the Event of Consummation of Business Combination [Member]
Warrants [Line Items]
Debt conversion amount	805,000
CB Co-Investment [Member] | Private Placement Warrants [Member]
Warrants [Line Items]
Debt conversion amount	$ 1,150,000
Public Warrants [Member]
Warrants [Line Items]
Warrants outstanding		11,500,000	11,500,000
Exercisable completion of a business combination		30 days
Warrants exercisable term from the closing of the public offering		12 months
Private Placement Warrants [Member]
Warrants [Line Items]
Warrants outstanding		10,550,000	10,550,000
Private Placement Warrants [Member] | CBG [Member] | In the Event of Consummation of Business Combination [Member]
Warrants [Line Items]
Debt conversion amount	273,431
Private Placement Warrants [Member] | CB Co-Investment [Member] | In the Event of Consummation of Business Combination [Member]
Warrants [Line Items]
Debt conversion amount	71,569
Class A Ordinary Shares [Member]
Warrants [Line Items]
Stock price trigger for redemption of warrants		$ 18
Prior written notice days		30 days
Threshold trading days		20 days
Number of trading days redeemed immediately which subject to warrants holders		10 days
Warrants exercisable for cash		0.361
Class A Ordinary Shares [Member] | Warrants [Member]
Warrants [Line Items]
Price per share		$ 9.2
Class A Ordinary Shares [Member] | Redemption of Warrants [Member]
Warrants [Line Items]
Price per share		10
Redemption of price per share		10
Class A Ordinary Shares [Member] | Private Placement Warrants [Member]
Warrants [Line Items]
Exercise price of warrants		$ 11.5

XML

Fair Value Measurements - Schedule of Company Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Quoted Prices in Active Markets (Level 1) [Member] | Investments Held in Trust Account - U.S. Treasury Securities [Member]
Assets:
Assets	$ 783,587	$ 766,224
Significant Other Observable Inputs (Level 2) [Member] | Investments Held in Trust Account - U.S. Treasury Securities [Member]
Assets:
Assets
Significant Other Unobservable Inputs (Level 3) [Member] | Investments Held in Trust Account - U.S. Treasury Securities [Member]
Assets:
Assets
Contingently Issuable Private Placement Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Liabilities:
Liabilities
Contingently Issuable Private Placement Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Liabilities		29,095
Contingently Issuable Private Placement Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Liabilities	31,050
Derivative liabilities- Public Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Liabilities:
Liabilities		290,950
Derivative liabilities- Public Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Liabilities	310,500
Derivative liabilities- Public Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Liabilities
Derivative liabilities- Private Placement Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Liabilities:
Liabilities
Derivative liabilities- Private Placement Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Liabilities		266,920
Derivative liabilities- Private Placement Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Liabilities	$ 284,850

XML

Fair Value Measurements - Schedule of Private Placement Warrants and the Contingently Issuable Private Placement Warrants (Details)	6 Months Ended
	Jun. 30, 2026 USD ($)
Schedule of Private Placement Warrants and the Contingently Issuable Private Placement Warrants [Line Items]
Fair value as of December 31, 2025
Fair value as of June 30, 2026	341,550
Transfer from Level 2 to Level 3	351,000
Change in fair value	(9,450)
Private Placement Warrants [Member]
Schedule of Private Placement Warrants and the Contingently Issuable Private Placement Warrants [Line Items]
Fair value as of December 31, 2025
Fair value as of June 30, 2026	310,500
Transfer from Level 2 to Level 3	316,500
Change in fair value	(6,000)
Contingently Issuable Private Placement Warrants [Member]
Schedule of Private Placement Warrants and the Contingently Issuable Private Placement Warrants [Line Items]
Fair value as of December 31, 2025
Fair value as of June 30, 2026	31,050
Transfer from Level 2 to Level 3	34,500
Change in fair value	$ (3,450)

XML

Fair Value Measurements - Schedule of Quantitative Information Regarding Level 2 Fair Value Measurements Inputs (Details) - Private Placement Warrants [Member] - Level 2 [Member]	Jun. 30, 2026	Dec. 31, 2025
Exercise price [Member]
Schedule of Quantitative Information Regarding Level 2 Fair Value Measurements Inputs [Line Items]
Warrants measurement inputs	11.5	11.5
Stock price [Member]
Schedule of Quantitative Information Regarding Level 2 Fair Value Measurements Inputs [Line Items]
Warrants measurement inputs	12.08	12.08
Term (years) [Member]
Schedule of Quantitative Information Regarding Level 2 Fair Value Measurements Inputs [Line Items]
Warrants measurement inputs	5.34	5.33
Volatility [Member]
Schedule of Quantitative Information Regarding Level 2 Fair Value Measurements Inputs [Line Items]
Warrants measurement inputs	12.8	6
Risk-free rate [Member]
Schedule of Quantitative Information Regarding Level 2 Fair Value Measurements Inputs [Line Items]
Warrants measurement inputs	4.12	3.7
Dividend yield [Member]
Schedule of Quantitative Information Regarding Level 2 Fair Value Measurements Inputs [Line Items]
Warrants measurement inputs	0	0

XML

Segment Information (Details)	6 Months Ended
	Jun. 30, 2026 Segment
Segment Information [Abstract]
Description of CODM	The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.
Chief operating decision maker title	Chief Executive Officer
Number of operating segment	1

XML

Segment Information - Schedule of Company’s Performance and Making Key Decisions Regarding Resource Allocation (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025
Schedule of Company’s Performance and Making Key Decisions Regarding Resource Allocation [Abstract]
Investments held in Trust Account	$ 783,587		$ 783,587		$ 766,224
Cash	147,356		147,356		$ 390,255
General and administrative expenses	111,992	$ 275,283	334,031	$ 467,133
General and administrative expenses – related party	30,000	30,000	60,000	60,000
Income from investments held in the Trust Account	$ 6,861	$ 55,876	$ 13,607	$ 111,291

XML

Subsequent Events (Details) - USD ($)	6 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Subsequent Events [Line Items]
Receivable	$ 150,000
Sponsor [Member]
Subsequent Events [Line Items]
Contribution to trust account	$ 1,252