Chain Bridge I, CommLoan enter non-binding LOI for business combination

Chain Bridge I (CBRRF) and CommLoan entered into a non-binding Letter of Intent to pursue a potential business combination. Under the terms of the LOI, CBRRF and CommLoan would become a combined entity, with CommLoan’s existing equity holders rolling 100% of their equity into the combined public company. Upon the closing of the transaction, the combined company will be named CommLoan Inc., and would be led by CommLoan’s founder and CEO, Mitch Ginsberg, who has over 30 years of experience in the residential and commercial mortgage markets. The new company’s common stock is expected to be listed on the Nasdaq Capital Market. CBRRF expects to announce additional details regarding the proposed business combination when a definitive agreement is executed, which is expected later in Q4 2025, with a closing anticipated during the first half of 2026. The LOI provides for a 30-day exclusive negotiation period, during which the parties will work in good faith toward executing a definitive agreement. The transaction remains subject to, among other things, execution of definitive agreements, completion of due diligence, approval of the boards and shareholders of the respective parties, and regulatory and other customary conditions. CBRRF filed a preliminary proxy statement on August 26, 2025 in order to hold a special meeting of its shareholders to approve an extension of time for CBRRF to complete an initial business combination, and expects to file a definitive proxy statement to call such meeting as soon as possible. The proposed transaction would be subject to approval by CBRRF’s shareholders as well as CommLoan’s shareholders. The proposed transaction reflects a pre-money equity value of $50 million plus the assumption of notes and convertible preferred stock.