UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 3, 2023
BLOCKCHAIN COINVESTORS ACQUISITION CORP. I
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41050 | 98-1607883 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
PO Box 1093, Boundary Hall
Cricket Square, Grand Cayman
KY1-1102, Cayman Islands
(Address of principal executive offices, including zip code)
(345) 814-5726
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant | BCSAU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share, included as part of the Units | BCSA | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants included as part of the Units | BCSAW | The Nasdaq Stock Market LLC |
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.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A is being filed to amend the Current Report on Form 8-K dated February 3, 2023 and filed on February 7, 2023 (the “Form 8-K”) to update the disclosure in Item 8.01 to reflect the final recalculation of the redemption price per share and amount withdrawn from the trust account and other clarifying matters. There were no other changes to the Form 8-K.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 3, 2023, Blockchain Coinvestors Acquisition Corp. I (“BCSA”) held an extraordinary general meeting (the “Shareholder Meeting”) at which BCSA’s shareholders approved a proposal to amend BCSA’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) to extend the date by which BCSA has to consummate a business combination from May 15, 2023 to November 15, 2023 (the “Extension Amendment Proposal”). The Extension Amendment Proposal is described in more detail in BCSA’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 29, 2022 (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 amendment to the Memorandum and Articles of Association, a copy of which is attached to this Current Report on Form 8-K (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 5.03 of this Current Report is incorporated by reference into this Item 5.07.
At the Shareholder Meeting, there were 36,700,307 ordinary shares of BCSA present in person, virtually over the internet or represented by proxy, representing 88.82% of the outstanding ordinary shares of BCSA as of December 28, 2022, 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 were as follows:
Extension Amendment Proposal
| Ordinary Shares Votes For | Ordinary Shares Votes Against | Ordinary Shares Abstentions | ||
| 36,589,148 | 111,149 | 10 |
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 5.03 and Item 5.07 of this Current Report is incorporated by reference into this Item 8.01.
In connection with the vote to approve the Extension Amendment Proposal, holders of 26,406,729 Class A ordinary shares of BCSA exercised their right to redeem their shares for cash at a redemption price of approximately $10.38 per share, for an aggregate redemption amount of approximately $274.2 million. As a result, approximately $274.2 million will be removed from the trust account established by BCSA in connection with its initial public offering to redeem such shares and 4,915,271 Class A ordinary shares of BCSA will remain outstanding after the redemption has been effected, including 1,322,000 shares underlying the private placement units which BCSA’s Sponsor, Blockchain Coinvestors Acquisition Sponsors I LLC, purchased in a private placement concurrently with the consummation of the initial public offering. Upon payment of the redemption, approximately $37.3 million will remain in the trust account.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | First Amendment to the Amended and Restated Memorandum and Articles of Association. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained as Exhibit 101). | |
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: February 13, 2023 | BLOCKCHAIN COINVESTORS ACQUISITION CORP. I | |||||
| By: | /s/ Lou Kerner | |||||
| Name: | Lou Kerner | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 3.1
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, 2023, 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, 2023, 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.”