Item 1.01 | Entry Into A Material Definitive Agreement. |
On January 23, 2023, Blockchain Coinvestors Acquisition Sponsors I LLC (the “Sponsor”), the sponsor of Blockchain Coinvestors Acquisition Corp. I (“BCSA”), entered into one or more agreements (the “Non-Redemption Agreements”) with unaffiliated investors in exchange for an agreement not to redeem Class A ordinary shares of BCSA sold in its initial public offering (the “Non-Redeemed Shares”) at the special meeting called by BCSA (the “Meeting”) to approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from May 15, 2023 to November 15, 2023 (the “Extension”). In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 75,000 Class B ordinary shares of BCSA held by the Sponsor per 350,000 Non-Redeemed Shares immediately following consummation of an initial business combination if the investors continue to hold the Non-Redeemed Shares through the Meeting and the Extension is approved and effectuated. The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by shareholders but will increase the amount of funds that remain in BCSA’s trust account following the Meeting.
The Sponsor may enter into other Non-Redemption Agreements with one or more shareholders that agree not to redeem all or a portion of their Class A ordinary shares in connection with the Extension Proposal. No additional funds will be deposited into BCSA’s trust account.
Until the earlier of (i) the consummation of BCSA’s initial business combination; (ii) the liquidation of BCSA’s trust account; and (iii) 24 months after consummation of BCSA’s initial public offering, 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, having a maturity of 185 days or less, or in money market funds meeting 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 U.S. government treasury obligations.
BCSA will not utilize any funds from the trust account to pay any potential excise taxes that may become due upon a redemption of Class A ordinary shares, including in connection with a liquidation of BCSA if it does not effect an initial business combination prior to its termination 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 Solicitation
BCSA and its directors, executive officers, other members of management and employees may, under Securities and Exchange Commission (“SEC”) rules, be considered participants in the solicitation of proxies of BCSA’s shareholders in favor of the approval of the Extension Proposal. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of BCSA’s directors and officers in the definitive proxy statement dated December 29, 2022 (the “Proxy Statement”), which may be obtained free of charge at the SEC’s website at www.sec.gov or by directing a request to BCSA’s proxy solicitor, Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, Attn: Karen Smith, Toll Free Telephone: (877) 870-8565, Main Telephone: (206) 870-8565, E-mail: ksmith@advantageproxy.com.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities and does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor will there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful 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 meeting the requirements of the Securities Act.