CB Green Acquisition Corp.

Overview

CB Green Acquisition Corp. is a Cayman Islands exempted company formed on January 21, 2021. It operates as a special purpose acquisition company (SPAC) formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more target businesses (the initial business combination). The company seeks to provide an alternate path to the public markets by partnering with founders, operators and entrepreneurs to build a public company.

Current business status

• No operating revenues to date.
• Has not completed or selected a target for a business combination and remains in search mode.
• Engaged in ongoing discussions with multiple potential targets since its IPO in November 2021, both directly and through intermediaries.
• Previously entered into a Business Combination Agreement with Phytanix that was terminated on April 7, 2025.
• Shareholders have approved a number of extensions to the outside deadline to allow more time to complete a transaction; the latest extension runs to November 15, 2026.

Capital structure and funding

• IPO and private placements
  • November 2021 IPO of 23,000,000 units, with an additional 3,000,000 units issued under an over-allotment, at $10.00 per unit, generating gross proceeds of $230,000,000.
  • Concurrent private placement of 10,550,000 private placement warrants at $1.00 each, generating gross proceeds of $10,550,000.
• Founders and related-party funding
  • CB Co-Investment and CBG provided funds at various times, including an initial $1.15 million loan at IPO closing that was later converted or exchanged under certain terms.
  • Fulton AC (the sponsor) has provided loans and other financial arrangements, including conversions and exchange/note arrangements tied to business combination activities.
• Outstanding indebtedness (as of December 31, 2025)
  • Exchange Note: $368,680 outstanding.
  • Bridge Financing Note (Phytanix-related): $1,023,235 outstanding.
  • C/M Note: $1,078,066 outstanding (net of unamortized debt issuance costs).
  • An unsecured, non-interest-bearing promissory note from Phytanix Bio originated at $1.59 million to fund working capital and transaction-related expenses; balance shown as $1,023,235 as of December 31, 2025.

Trust account and liquidity

• Approximately $774,471 held in a U.S.-based trust account as of March 27, 2026, invested in short-term U.S. government securities or money market funds that meet Rule 2a-7 conditions.
• Trust funds are intended primarily for the initial business combination and are redeemable by public shareholders under specified conditions.
• Outside-the-trust funds available for operations and search activities: approximately $1.92 million as of the date of the filing.

Outstanding securities and ownership

• Class A ordinary shares outstanding (as of March 27, 2026): 2,621,590 (includes 2,855 Class A shares included in outstanding units).
• Class B ordinary shares outstanding (as of March 27, 2026): 3,191,000.
• Outstanding units: 29,707.
• Fulton AC and related holders control a majority of voting power; Fulton AC owned approximately 52.21% of the company’s issued and outstanding ordinary shares on an as-converted basis as of March 27, 2026.

Warrants

• Public warrants: 11,500,000.
• Private placement warrants: 10,550,000.
• Additional private placement warrants may be issued upon conversion of certain loans under specified terms.
• Warrants are accounted for as a liability with fair value changes recognized in earnings, and they may be redeemable and subject to adjustments and potential cashless exercise provisions.

Corporate and geographic footprint

• Corporate office: 8 The Green # 17538, Dover, DE 19901.
• Governing law and jurisdiction: Cayman Islands (exempted company); certain agreements include exclusive forum provisions with potential implications for enforcement of U.S. securities laws and dispute resolution.
• Trading status: Securities were delisted from Nasdaq and currently trade on OTC markets (OTCQB/OTCQID). Trading moved to OTCID under ticker symbols including CBRRF (Class A), CBRGF (warrant), and CBGGF (units) as of late 2025.

Operations and governance

• Employees: Two executive officers; no full-time employees prior to completion of an initial business combination.
• Board: Staggered terms. Fulton AC holds controlling Class B shares and has significant influence over governance and strategic decisions until a business combination is completed.
• Primary activities since inception: Organizational setup, capital raising, and diligence related to identifying and negotiating a potential initial business combination.

Investor proposition

• Provides an alternate route for a private company to access public markets via a business combination rather than a traditional IPO.
• Public shareholders have redemption rights in connection with a proposed initial business combination, with the per-share redemption amount generally tied to the trust account balance (approximately $12.37 per share as of March 27, 2026, subject to adjustments).

Constraints and risks

• No current target company; ongoing discussions with multiple potential targets.
• Redeemable structure and sponsor ownership create potential dilution risk for public shareholders, including the possible issuance of additional Class A shares or equity-linked securities in connection with a business combination.
• Cross-border and Cayman Islands incorporation aspects may give rise to regulatory and legal considerations for a post-merger entity.

Financial snapshot

• Revenue: $0 (no operating revenues to date).