Chain Bridge I 8-K/A, filed Apr 23, 2025
Chain Bridge I (CBRRF)
About this 8-K/A
Chain Bridge I filed this 8-K/A on April 23, 2025, reporting on events of April 4, 2025.
Items reported
- Item 4.01: Change of auditor
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Markets Group OTCQB Tier |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
EXPLANATORY NOTE
On April 10, 2025, Chain Bridge I, a Cayman Islands exempted company (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original 8-K”) to disclose, among other things, that the Company had terminated its engagement of Frank, Rimerman + Co. LLP (“Frank, Rimerman”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Prior to filing the Original 8-K, the Company provided Frank, Rimerman with a copy of the disclosure contained in the Original 8-K, and requested that Frank, Rimerman furnish the Company a letter addressed to the SEC stating whether or not it agreed with the statements therein and, if not, stating the respects in which it did not agree (the “Auditor Letter”). As of April 10, 2025, the date on which the Original 8-K was filed, the Company had not yet received the Auditor Letter from Frank, Rimerman.
On April 22, 2025, Frank, Rimerman furnished the Company with the Auditor Letter. The Company is filing this Amendment No. 1 to the Original 8-K solely to amend Item 4.01 and provide the Auditor Letter as an exhibit to this filing.
Except as expressly noted above, this Amendment does not modify or update in any way disclosures made in the Original 8-K. Accordingly, this Amendment should be read in conjunction with the Original 8-K.
Item 4.01. Change in Registrant’s Certifying Accountant.
On April 4, 2025, the Audit Committee of the Board of Directors of the Company agreed to terminate the Company’s engagement of Frank, Rimerman as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, effective immediately.
The report of Frank, Rimerman regarding the Company’s financial statements for the fiscal year ended December 31, 2023 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2023 and December 31, 2024 and the subsequent interim period through April 4, 2025, there were no: (1) disagreements with Frank, Rimerman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K except as set forth below.
As previously reported, on January 23, 2025, the Audit Committee, after discussion with management and Frank, Rimerman, concluded that the unaudited consolidated interim financial statements included in the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the three and nine month periods ended September 30, 2024 (the “Non-Reliance Periods”), should no longer be relied on due to an error understating the liability of that certain promissory note, dated June 26, 2024, issued to the Company by Phytaix Bio (the “Bridge Financing Note”) by $200,000. As a result, the Bridge Financing Note and total general and administrative expenses were understated and net income was overstated. The impact of the error affects the unaudited condensed statements of operations, changes in shareholders’ deficit, and cash flows for the Non-Reliance Periods. The Company intends to restate the unaudited condensed interim financial statements for the Non-Reliance Periods (collectively the “Restatement”) in the Form 10-Q as soon as practicable.
In connection with the Restatement, management evaluated the Company’s internal control over financial reporting and determined that a material weakness existed as of September 30, 2024, related to the fact that the company did not design internal controls to identify and correct the errors discussed above. As a result, the Company’s management has concluded that the Company did not maintain effective internal controls over financial reporting related to the adequate review and reconciliation of its liabilities for the Non-Reliance Periods. To address this material weakness, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal controls over financial reporting.
The Company provided Frank, Rimerman with a copy of this Form 8-K prior to its filing with the SEC and requested that Frank, Rimerman furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of Frank, Rimerman’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
On April 4, 2025, the Audit Committee engaged RBSM, LLP (“RBSM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, effective immediately. The Company is working diligently with RBSM to file the Company’s Form 10-K for the fiscal year ended December 31, 2024 and the Restatement in the amended Form 10-Q as soon as practicable.
1
During the fiscal years ended December 31, 2023 and December 31, 2024 and the subsequent interim period preceding RBSM’s engagement, neither the Company nor anyone acting on the Company’s behalf consulted with RBSM in any capacity, nor consulted with any member of that firm, as to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered as to the financial statements, nor was a written report or oral advice rendered that was an important factor considered by the Company or any of its employees in reaching a decision as to an accounting, auditing or financial reporting issue, or any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 16.1 | Letter from Frank, Rimerman Co. LLP dated April 22, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 23, 2025
| CHAIN BRIDGE I | ||
| By: | /s/ Andrew Cohen | |
| Name: | Andrew Cohen | |
| Title: | Chief Executive Officer | |
3
Exhibit 16.1
April 22, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Commissioners:
This letter is to confirm that, as of April 4, 2024, the client-auditor relationship between Chain Bridge I and Frank, Rimerman + Co. LLP has ceased.
We have read the statements made by Chain Bridge I, which were originally filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K dated April 10, 2025. We agree with the statements concerning our Firm contained therein.
Yours truly,
/s/ Frank, Rimerman + Co. LLP