UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The |
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.
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Item 1.01 Entry Into a Material Definitive Agreement.
On or before May 10, 2024, Blockchain Coinvestors Acquisition Sponsors I LLC (the “Sponsor”), the sponsor of Blockchain Coinvestors Acquisition Corp. I (“BCSA”), entered into one or more non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated investors holding Class A ordinary shares of BCSA that BCSA sold in its initial public offering (the “Public Shares”). In the Non-Redemption Agreements, these investors agreed not to redeem their Public Shares (the “Non-Redeemed Shares”) at the extraordinary general meeting called by BCSA (the “Shareholders Meeting”) to approve an extension of time for the Company to consummate an initial business combination from May 15, 2024 to November 15, 2024 (the “Extension”). In exchange for that commitment, the Sponsor agreed to transfer to those investors an aggregate of 30,000 Class A ordinary shares of BCSA held by the Sponsor for every 150,000 Non-Redeemed Shares upon consummation of an initial business combination if the investors held the Non-Redeemed Shares through the Shareholders Meeting and the Extension was approved and effectuated. The Sponsor signed Non-Redemption Agreements in respect of 1,473,746 Non-Redeemed Shares, and due to the Extension being approved at the Shareholders Meeting (as described below), the Sponsor has agreed to transfer to the holders of the Non-Redeemed Shares an aggregate of 294,749 of its Class A ordinary shares upon consummation of BCSA’s initial business combination.
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 to this Current Report on Form 8-K (this “Current Report”) as Exhibit 10.1 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 10, 2024, Blockchain Coinvestors Acquisition Corp. I (“BCSA”) held the Shareholders Meeting at which BCSA’s shareholders approved a proposal to amend BCSA’s amended and restated memorandum and articles of association (as previously amended, the “Memorandum and Articles of Association”) to extend the date by which BCSA must consummate a business combination from May 15, 2024 to November 15, 2024, or such earlier date as may be determined by BCSA’s board of directors in its sole discretion (the “Extension Amendment Proposal”). The Extension Amendment Proposal is described in more detail in the Proxy Statement. The final voting results for the Extension Amendment Proposal are indicated below.
The foregoing description is qualified in its entirety by reference to the third amendment to the Memorandum and Articles of Association, a copy of which is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information disclosed under Item 1.07 and Item 5.03 of this Current Report is incorporated by reference into this Item 5.07.
At the Shareholder Meeting, there were 12,178,787 ordinary shares of BCSA present in person, virtually over the internet or represented by proxy, representing 90.66% of the outstanding ordinary shares of BCSA as of April 24, 2024, the record date for the Shareholder Meeting, and constituting a quorum for the transaction of business. The shareholders approved the Extension Amendment Proposal and the voting results for the proposal was as follows:
| Ordinary Shares Votes For | Ordinary Shares Votes Against | Ordinary Shares Abstentions | ||
| 11,863,372 | 315,415 | 0 |
As there were sufficient votes to approve the Extension Amendment Proposal, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.
Item 8.01. Other Events
The information disclosed under Item 1.01, Item 5.03 and Item 5.07 of this Current Report is incorporated by reference into this Item 8.01.
1
Redemption of Class A Shares
In connection with the vote to approve the Extension Amendment Proposal, holders of 533,146 Public Shares exercised their right to redeem those shares for a pro rata portion of the funds in the trust account. As a result, approximately $5.96 million (approximately $11.18 per share) is expected to be removed from the trust account to pay the redemption price for those shares, subject to the trustee’s final determination. Upon payment of the redemption, BCSA expects that it will have approximately 12,900,648 Class A Shares outstanding, including 1,578,648 Public Shares, which have a right to request redemption for a pro rata portion of the funds remaining in the trust account upon closing of a business combination by BCSA.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description | |
| 3.1 | Third Amendment to the Amended and Restated Memorandum and Articles of Association. | |
| 10.1 | Form of Non-Redemption and Share Transfer Agreement, incorporated by reference to BCSA’s Current Report on Form 8-K filed on May 1, 2024. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained as Exhibit 101). |
2
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 hereunto duly authorized.
| Date: May 15, 2024 | BLOCKCHAIN COINVESTORS ACQUISITION CORP. I | |
| By: | /s/ Lou Kerner | |
| Name: | Lou Kerner | |
| Title: | Chief Executive Officer | |
3
Exhibit 3.1
THIRD AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
BLOCKCHAIN COINVESTORS ACQUISITION CORP. I (“BCSA”)
RESOLVED, as a special resolution, that:
(i) Article 51.7 of the Amended and Restated Articles of Association of BCSA be deleted in its entirety and replaced as follows:
“51.7 In the event that the Company does not consummate a Business Combination by November 15, 2024, or such later time as the Members may approve in accordance with the Articles, the Company shall:
(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, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve.
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
(ii) Article 51.8 of the Amended and Restated Articles of Association of BCSA be deleted in its entirety and replaced as follows:
“51.8 In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by November 15, 2024, or such later time as the Members may approve in accordance with the Articles; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”
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