BLOCKCHAIN COINVESTORS ACQUISITION CORP. I: Entering into a material final agreement, accounts and exhibits (form 8-K)

by Arthur · January 24, 2023

Clause 1.01 Entering into a substantial final agreement.

On 23 January 2023, Blockchain Coinvestors Acquisition Sponsors I LLC (the “Sponsor”), the sponsor of Blockchain Coinvestors Acquisition Corp. IN (“BCSA”), entered into one or more agreements (the “Non-Redemption Agreements”) with unaffiliated investors in exchange for an agreement not to redeem the Class A common stock of BCSA sold in its initial public offering (the “Non-Redemption” ) Shares”) at the special meeting called by the BCSA (the “Meeting”) to approve an extension of time for the Company to complete an initial business combination (the “Extension Proposal”) from 15 May 2023 to 15 November 2023 (the “Extension”). In exchange for the above commitment not to redeem such Units, the Sponsor has agreed to transfer to such investors an aggregate of 75,000 Class B common shares of BCSA held by the Sponsor per 350,000 unredeemed Units immediately following the completion of an initial business combination if the investors continue to own the unredeemed shares through the meeting, and the extension is approved and effected. The non-redemption agreements are not expected to increase the likelihood that the expansion proposal will be approved by shareholders, but will increase the amount of funds remaining in BCSA’s trust account after the meeting.

The Sponsor may enter into other non-redemption agreements with one or more stockholders who agree not to redeem all or any portion of their Class A common stock in connection with the Expansion Proposal. No further funds will be deposited into BCSA’s trust account.

Until the earlier of (i) the consummation of BCSA’s first business combination; (ii) liquidation of BCSA’s trust account; and (iii) 24 months after the completion of BCSA’s IPO, BCSA will maintain the investment of funds held in its trust account in United States government securities within the meaning of section 2(a)(16) of the Investment Company Act of 1940, as amended, with a maturity of 185 days or less, or in money market funds that meet the conditions of paragraphs (d)(1) , (d)(2) , (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct US treasury obligations.

BCSA will not use any funds from the trust account to pay any excise taxes that may become due upon a redemption of Class A common stock, including in connection with a liquidation of BCSA if it does not complete an initial business combination prior to the Closing Date.

The foregoing summary of the non-redemption agreements does not purport to be complete and is qualified in its entirety by reference to the form of non-redemption and share transfer agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

Participants in the call

BCSA and its directors, officers, other members of management and employees may under The Security and Exchange Commission (“SEC”) rules, are considered participants in the solicitation of proxies to BCSA’s stockholders in favor of approval of the expansion proposal. Investors and security holders can obtain more detailed information about the names, affiliations and interests of BCSA’s directors and officers in the final proxy statement dated 29 December 2022 (the “Power of attorney”), which can be obtained free of charge at SECs website at www.sec.gov or by making a request to BCSA’s Attorney General, Advantage Proxy, Inc.PO Box 13581, Des Moines, WA 98198, Attn: Karen SmithToll Free: (877) 870-8565, Main: (206) 870-8565, Email: [email protected].

No offer or solicitation

This current report on Form 8-K is not a proxy statement or the solicitation of a proxy, consent or authorization with respect to securities and does not constitute an offer to sell or a solicitation of an offer to buy securities, nor will it be any sale of such securities in a state or jurisdiction where such offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities will be made except by means of a prospectus that meets the requirements of the Securities Act.

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Forward-looking statements

Certain statements herein are not historical facts, but are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as “believe,” “may,” “will,” “estimate” , “continue”, “anticipate”, “intend”, “expect”, “should”, “would”, “plan”, “predict”, “potential”, “seem”, “seek ,” “future”, ” outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical conditions. These statements are based on the current expectations of BCSA’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from ant insults. These statements are subject to a number of risks and uncertainties set out from time to time in BCSA’s filings with SEC. There may be additional risks that BCSA is not currently aware of, or that BCSA currently believes are immaterial, which could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide BCSA’s expectations, plans or forecasts of future events and views as of the date of this communication. BCSA expects that subsequent events and developments will cause BCSA’s assessments to change. However, while BCSA may choose to update these forward-looking statements at some point in the future, BCSA specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing BCSA’s judgment as of any date subsequent to the date of this communication. Accordingly, no reliance should be placed on the forward-looking statements.

Item 9.01 Annual accounts and exhibitions.



(d) Exhibits

Exhibit
Number       Description

10.1           Form of Non-Redemption and Share Transfer Agreement.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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