SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Blockchain Coinvestors Acquisition Sponsors I LLC

(Last)

(First)

(Middle)

P.O. BOX 1093, BOUNDRY HALL

CRICKET SQUARE

(Street)

GRAND CAYMAN

KY1-1102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Blockchain Coinvestors Acquisition Corp. I [ BCSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares								1,322,000⁽¹⁾	D⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares	⁽³⁾	11/09/2021		D			5,000⁽⁴⁾	⁽³⁾	⁽³⁾	Class A Ordinary Shares	5,000	$0.0000	9,850,000⁽⁵⁾	D⁽²⁾
Warrants (right to buy)	$11.5							⁽⁶⁾	⁽⁷⁾	Class A Ordinary Shares	661,000		661,000⁽⁸⁾	D⁽²⁾

Explanation of Responses:

1. Adjusted to show the reduction by 300 in the number of shares underlying the units of the issuer previously reported on Form 3A filed on March 7, 2022 to reflect the partial exercise by the underwriters of the issuer's initial public offering of their over-allotment option.

2. Held directly by the Blockchain Coinvestors Acquisition Sponsors I LLC (the "Sponsor"). The Sponsor is managed by Matthew C. Le Merle, a Managing Director and Chairman of the Board of the issuer, Lou Kerner, a Managing Director and Chief Executive Officer of the issuer, and Alison Davis, a Managing Director of the issuer. Mr. Le Merle, Mr. Kerner, and Ms. Davis have voting and investment discretion with respect to the securities of the issuer held by the Sponsor. As such, each of Mr. Le Merle, Mr. Kerner and Ms. Davis may be deemed to share beneficial ownership of the securities of the issuer held by the Sponsor. Each of Mr. Le Merle, Mr. Kerner and Ms. Davis disclaims any beneficial ownership of any securities of the issuer held by the Sponsor except to the extent of their ultimate pecuniary interest.

3. The shares of Class B ordinary shares, par value $0.00009 per share, of the issuer will automatically convert into shares of Class A ordinary shares, par value $0.0001 per share, of the issuer upon the consummation of the issuer's initial business combination as described in the issuer's registration statement on Form S-1 (File No. 333-259091) (the "Registration Statement") in the section entitled "Description of Securities-Founders Shares." The shares of Class B ordinary shares have no expiration date.

4. These shares represent Class B ordinary shares held by the Sponsor. The Sponsor forfeited 5,000 shares of Class B ordinary shares to the issuer for no consideration, which was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended, in connection with the underwriters' election not to exercise their over-allotment option in full.

5. Reflects the adjustment of the number of shares of Class B ordinary shares previously reported on Form 3 filed on November 9, 2021 for the subsequent stock split and stock dividend with respect to the Class B ordinary shares effective November 9, 2021.

6. The warrants will become exercisable at the later of 30 days after the consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering.

7. The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding common stock or the issuer's liquidation.

8. Adjusted to show the reduction by 150 in the number of warrants underlying the units of the issuer representing the right to purchase shares of Class A ordinary shares previously reported on Form 3A filed on March 7, 2022 to reflect the partial exercise by the underwriters of the issuer's initial public offering of their over-allotment option.

	/s/ Lou Kerner, Chief Executive Officer	03/07/2022
	** Signature of Reporting Person	Date
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