Form 8-K - Current report

Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant 0001873441 false 0001873441 2023-08-24 2023-08-24 0001873441 us-gaap:CapitalUnitsMember 2023-08-24 2023-08-24 0001873441 us-gaap:CapitalUnitClassAMember 2023-08-24 2023-08-24 0001873441 us-gaap:WarrantMember 2023-08-24 2023-08-24

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 24, 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)

[phone]

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 Symbol(s)		Name of each exchange on which registered
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.  ☐

 

 

 

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Item 1.01

Entry into a Material Definitive Agreement.

Amendments to Business Combination Agreement

On August 24, 2023, Blockchain Coinvestors Acquisition Corp. I (“BCSA”), BCSA Merger Sub, Inc. (“Merger Sub”), and Qenta Inc. (“Qenta”) entered into an amendment (the “First BCA Amendment”) to the Business Combination Agreement, dated as of November 10, 2022, by and among BCSA, Merger Sub, and Qenta (the “Business Combination Agreement”) to, among other things, extend the Termination Date (as defined in the Business Combination Agreement) until November 15, 2024. In addition, under the terms of the First BCA Amendment, Qenta has agreed to deliver to BCSA specified financial statements and other financial information by specified deadlines (the “Financial Information Obligations”), and BCSA has agreed not to exercise, but did not waive, BCSA’s Financial Statement Termination Right (as defined in the Business Combination Agreement) unless Qenta fails to comply with the Financial Information Obligations. The effective date of the First BCA Amendment is August 22, 2023.

On August 29, 2023, BCSA, Merger Sub, and Qenta entered into a second amendment (the “Second BCA Amendment”) to the Business Combination Agreement to eliminate the exclusive dealing provision applicable to BCSA and to limit the exclusive dealing provision applicable to Qenta to transactions involving special purpose acquisition companies and similar “blank check” companies.

The foregoing descriptions are qualified in their entirety by reference to the First BCA Amendment and Second BCA Amendment, copies of which are attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference herein.

Amendment to Sponsor Letter Agreement

On August 24, 2023, BCSA, Blockchain Coinvestors Acquisition Sponsors I LLC (the “Sponsor”), and Qenta entered into an amendment (the “Sponsor Letter Amendment”) to the Sponsor Letter Agreement, dated as of November 10, 2022, by and among BCSA, the Sponsor and Qenta, pursuant to which the Sponsor has agreed, in connection with the completion of a financing transaction between Qenta and financing parties, to transfer and assign, contingent and conditioned upon the closing of the transactions contemplated by the Business Combination Agreement, up to 3,178,000 of the Sponsor’s Class B ordinary shares of BCSA (or, if converted, Class A ordinary shares) and 1,322,000 of the Sponsor’s private placement units of BCSA to such financing parties or to Qenta in such amounts and proportions as designated by Qenta, provided that all transferees of such shares or units, as applicable, execute and deliver to BCSA a lockup agreement in respect of such securities. The effective date of the Sponsor Letter Amendment is August 22, 2023.

The foregoing description is qualified in its entirety by reference to the Sponsor Letter Amendment, a copy of which is attached to this Current Report as Exhibit 10.3 and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
10.1*		Amendment No. 1 to Business Combination Agreement, dated August 22, 2023, by and among Blockchain Coinvestors Acquisition Corp. I, BCSA Merger Sub, Inc. and Qenta Inc.
10.2*		Amendment No. 2 to Business Combination Agreement, dated August 29, 2023, by and among Blockchain Coinvestors Acquisition Corp. I, BCSA Merger Sub, Inc. and Qenta Inc.
10.3*		Amendment No.1 to Sponsor Letter Agreement, dated August 22, 2023, by and among Blockchain Coinvestors Acquisition Corp. I, Blockchain Coinvestors Acquisition Sponsors I LLC and Qenta Inc.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained as Exhibit 101).

 

*	filed herewith

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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: August 30, 2023				BLOCKCHAIN COINVESTORS ACQUISITION CORP. I
				By:		/s/ Lou Kerner
				Name:		Lou Kerner
				Title:		Chief Executive Officer

Exhibit 10.1

LETTER AGREEMENT

August 22, 2023

Blockchain Coinvestors Acquisition Corp. I

 

Re:	Business Combination Agreement Extension and Acknowledgement

Ladies and Gentleman:

Reference is made to the Business Combination Agreement (the “Agreement”), dated as of November 10, 2022, by and among Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability (“BCSA”), BCSA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Qenta Inc., a Delaware corporation (the “Company” and collectively with BCSA and Merger Sub, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Agreement.

Pursuant to Section 5.16(a) of the Agreement, the Company was required to deliver the Closing Company Financial Statements, including with respect to the Company’s 2021 fiscal year, no later than January 31, 2023 (the “Financial Statement Deadline”). Pursuant to Section 7.1(h), BCSA has the right to terminate the Agreement as a result of the Company’s not delivering the Closing Company Financial Statements by the Financial Statement Deadline (the “Financial Statement Termination Right”).

In addition, by its charter BCSA must liquidate if it fails to engage in a business combination by November 15, 2023.

For good and other valuable consideration, the Parties agree as follows:

1. The Termination Date of November 10, 2023 specified in Section 7.1(d) of the Agreement is hereby extended until November 15, 2024.

2. The Company acknowledges and agrees that, subject to the Company’s compliance with this letter agreement, BCSA intends to extend the date upon which BCSA must complete its business combination (the “Extension”) and that BCSA may redeem any number of Class A Shares subject to redemption with amounts from the Trust Account consistent with BCSA’s Amended and Restated Memorandum and Articles of Association (the “Articles”). In connection with the Extension and the redemption contemplated by this Section 2, BCSA may make such amendments to the Articles as BCSA deems necessary or appropriate, including to eliminate the Redemption Limitation (as defined in the Articles) and to facilitate the issuance of Class A ordinary shares upon the conversion of Class B ordinary shares.

3. If requested by BCSA, the Company will negotiate in good faith and use commercially reasonable efforts to amend the Agreement to restructure the transactions contemplated by the Agreement to facilitate the consummation of the business combination within the timeframe contemplated by the Agreement, in a manner that also reasonably preserves the economic substances and rights and obligations of the Parties.

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4. The Company shall deliver to BCSA on or before the deadlines to be specified in a supplement delivered with this letter agreement (collectively, the “Financial Information Deadlines”):

a) The consolidated balance sheets of the Company as of September 30, 2022 and the related consolidated statements of operations and comprehensive loss and cash flows of the Company for the year then ended, in each case audited by Ernst & Young LLP and meeting the requirements of Regulation S-X (17 CFR part 210) and the PCAOB (collectively, the “2022 Audited Financial Statements”);

b) All other financial statements and information required to be included in a registration statement on Form S-4 to be filed confidentially in connection with the Transactions (other than the 2023 Audited Financial Statements, as defined below), and the consent of Ernst & Young LLP for inclusion of its audit report in the Form S-4 (collectively, the “S-4 Financial Information and Consent”); and

c) The consolidated balance sheets of the Company as of September 30, 2023 and the related consolidated statements of operations and comprehensive loss and cash flows of the Company for the year then ended, in each case audited by Ernst & Young and meeting the requirements of Regulation S-X (17 CFR part 210) and the PCAOB (collectively, the “2023 Audited Financial Statements,” and together with the 2022 Audited Financial Statements and S-4 Financial Information and Consent, the “Specified Financial Information”).

5. BCSA has not waived, and by cooperating with Qenta’s delivery of financial statements and information at a later date and continuing to use reasonable best efforts to consummate and make effective the Transactions does not and will not waive, the Financial Statement Termination Right or any other right or remedy available to BCSA under the terms of the Agreement, which Financial Statement Termination Right and other rights exist and shall continue to be available to BCSA; provided, however, that BCSA agrees not to exercise the Financial Statement Termination Right unless the Company fails to deliver any of the Specified Financial Information by the applicable Financial Information Deadline.

6. As of the date of this letter agreement, the Company has no right to terminate the Agreement under the terms of the Agreement and there has occurred no breach of the Agreement by BCSA or Merger Sub, with or without notice or passage of time.

7. Except as expressly waived, modified or amended hereby, the Agreement shall remain in full force and effect.

[Signature Pages Follow]

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Very truly yours,
QENTA INC.
By:		/s/ Brent de Jong
		Name: Brent de Jong
		Title: Chairman and CEO

 

BLOCKCHAIN COINVESTORS ACQUISITION CORP. I
By:		/s/ Lou Kerner
		Name: Lou Kerner
		Title: Chief Executive Officer
BCSA MERGER SUB, INC.
By:		/s/ Lou Kerner
		Name: Lou Kerner
		Title: Chief Executive Officer

 

[SIGNATURE PAGE TO LETTER AGREEMENT]

Exhibit 10.2

LETTER AGREEMENT

August 29, 2023

Blockchain Coinvestors Acquisition Corp. I

 

Re:	Business Combination Agreement Exclusivity Amendment

Ladies and Gentlemen:

Reference is made to the Business Combination Agreement (as amended, the “Agreement”), dated as of November 10, 2022, by and among Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability (“BCSA”), BCSA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Qenta Inc., a Delaware corporation (the “Company” and collectively with BCSA and Merger Sub, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.

For good and other valuable consideration, this letter memorializes our agreement to amend the Agreement as follows:

1.    The defined term “Company Competing Acquisition” set forth in Section 1.1 of the Agreement is hereby amended and restated in its entirety as follows:

“Company Competing Acquisition” means (a) any direct or indirect acquisition (or other business combination), in one or a series of related transactions involving a special purpose acquisition company or similar “blank check company”, (i) of the Equity Securities of the Company, in each case, that, if consummated, would result in a Person acquiring beneficial ownership of 15% or more of any class of outstanding voting Equity Securities of the Company or 15% or more of the outstanding voting Equity Securities of the Company (regardless of class) or (ii) of all or a portion of assets or businesses of the Group Companies which constitute 15% or more of the fair market value of the Group Companies, taken as a whole (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, tender offer or otherwise), or (b) any direct or indirect acquisition, in one or a series of related transactions involving a special purpose acquisition company or similar “blank check company”, of 15% or more of any class of outstanding voting Equity Securities of the Company or 15% or more of the outstanding voting Equity Securities of the Company (regardless of class) (in each case of clauses (a) and (b) other than pursuant to the settlement of Company RSUs in accordance with the terms of the Company Equity Plan, the underlying grant, award or similar agreement (as applicable)). Notwithstanding the foregoing or anything to the contrary herein, none of this Agreement, the Ancillary Documents or the Transactions or any transaction with any BCSA Party shall constitute (in whole or in part) a Company Competing Acquisition.”

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2.    Section 5.7 of the Agreement is hereby amended and restated in its entirety as follows:

“[Removed and reserved.]”

3.    Except as expressly waived, modified or amended hereby or in any other document signed by each and all of the parties thereto, the Agreement shall remain in full force and effect.

4.    This agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which will constitute the same agreement. This agreement may be delivered by PDF, fax or any other means of electronic transmission, each of which will be deemed an original

[Signature Pages Follow]

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Very truly yours,   QENTA INC.
By:		/s/ Brent de Jong
		Name: Brent de Jong
		Title:   Chairman and CEO

 

BLOCKCHAIN COINVESTORS ACQUISITION CORP. I
By:		/s/ Lou Kerner
Name:		Lou Kerner
Title:		Chief Executive Officer
BCSA MERGER SUB, INC.
By:		/s/ Lou Kerner
Name:		Lou Kerner
Title:		Chief Executive Officer

 

 

[SIGNATURE PAGE TO LETTER AGREEMENT]

Exhibit 10.3

AMENDMENT NO. 1 TO SPONSOR LETTER AGREEMENT

This Amendment No. 1 to Sponsor Letter Agreement (this “Amendment No. 1”) is dated as of August 22, 2023, by and among Blockchain Coinvestors Acquisition Sponsors I LLC, a Delaware limited liability company (“Sponsor”), Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability, which may redomesticate as a Delaware company in accordance with the Business Combination Agreement (such entity, including the continuing Delaware corporation, “BCSA”), and Qenta Inc., a Delaware corporation (the “Company”). Sponsor, BCSA and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement or Sponsor Letter Agreement (each as defined below).

RECITALS

WHEREAS, BCSA, the Company and certain other persons party thereto entered into that certain Business Combination Agreement, dated as of November 10, 2022, (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), and as a condition and inducement to the willingness of BCSA and the Company to enter into the Business Combination Agreement, BCSA, the Company and Sponsor entered into that certain Sponsor Letter Agreement, dated as of November 10, 2022 (the “Sponsor Letter Agreement”).

WHEREAS, section 8 of the Sponsor Letter Agreement provides that any provision of the Sponsor Letter Agreement may be amended if such amendment is in writing and signed by each party thereto.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

1. Section 3 of the Sponsor Letter Agreement is hereby deleted and replaced in its entirety as follows:

“3. Transfer of Sponsor Equity Securities. BCSA hereby agrees that, contingent and conditioned upon the Closing, Sponsor shall be entitled to transfer at or after the Effective Time up to the amount of Sponsor Equity Securities set forth below in connection with a financing transaction of the Company or its Affiliates to be completed prior to the Closing (such transfers, collectively, the “Permitted Transfers”).

(a) In connection with the consummation of a financing transaction between the Company and parties financing the Company, the Sponsor will transfer and assign up to 3,178,000 of the Class B Shares (or, if converted, BCSA Class A Shares) and 1,322,000 of the BCSA Units held by the Sponsor to such financing parties or to the Company in such amounts and proportions as designated by the Company, conditioned and contingent upon the completion of the Transactions.

(b) Notwithstanding the foregoing, as a condition to any Permitted Transfer all transferees of Sponsor Equity Securities pursuant to a Permitted Transfer shall be required to execute and deliver to BCSA a lockup agreement in the form of BCSA’s publicly filed form of lockup agreement.

(c) “Sponsor Equity Securities” means, before giving effect to the Domestication, all of the BCSA Class B Shares (or, if converted, BCSA Class A Shares) and all of the BCSA units, with each unit (each, a “BCSA Unit”) consisting of one BCSA Class B Share (or, if converted, BCSA Class A Shares) and one-half of one redeemable warrant, each whole warrant (each, a “Warrant”) entitling the holder to purchase one BCSA Class B Share (or, if converted, BCSA Class A Shares) at an

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exercise price of $11.50 per share, owned by the Sponsor as of the Effective Time, and after the Domestication, all of the shares owned by the Sponsor as of the Effective Time of the class of capital stock into which the BCSA Class B Shares (or, if converted, BCSA Class A Shares) are converted or for which they are exchanged in the Domestication (the “Post-Conversion Stock”) and all of the BCSA Units owned by the Sponsor, which at such time will consist of one share of Post-Conversion Stock and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Post-Conversion Stock at an exercise price of $11.50 per share.”

2. All provisions of the Sponsor Letter Agreement, except as expressly modified hereby, shall remain in full force and effect and are hereby reaffirmed.

3. Notwithstanding any prior agreement, BCSA hereby consents to the transfers of Sponsor Equity Securities contemplated hereby.

4. This Amendment No. 1 may be executed in two or more counterparts, each of which will be deemed an original, and all of which will constitute the same agreement. This Amendment No. 1 may be delivered by PDF, fax or any other means of electronic transmission, each of which will be deemed an original

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

 

 

- 2 -

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IN WITNESS WHEREOF, the Sponsor, BCSA and the Company have each caused this Amendment No. 1 to Sponsor Letter Agreement to be duly executed as of the date first written above.

 

SPONSOR:
BLOCKCHAIN COINVESTORS ACQUISITION SPONSORS I LLC
By:		/s/ Lou Kerner
		Name: Lou Kerner
		Title: Chief Executive Officer
BCSA:
BLOCKCHAIN COINVESTORS ACQUISITION CORP. I
By:		/s/ Lou Kerner
		Name: Lou Kerner
		Title: Chief Executive Officer
COMPANY:
QENTA INC.
By:		/s/ Brent de Jong
		Name: Brent de Jong
		Title: Chairman and CEO

 

 

[Signature Page to Amendment No. 1 to Sponsor Letter Agreement]

Document and Entity Information	Aug. 24, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 24, 2023
Entity Registrant Name	BLOCKCHAIN COINVESTORS ACQUISITION CORP. I
Entity Incorporation, State or Country Code	E9
Entity File Number	001-41050
Entity Tax Identification Number	98-1607883
Entity Address, Address Line One	PO Box 1093, Boundary Hall
Entity Address, Address Line Two	Cricket Square
Entity Address, City or Town	Grand Cayman
Entity Address, Postal Zip Code	KY1-1102
Entity Address, Country	KY
City Area Code	345
Local Phone Number	814-5726
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001873441
Amendment Flag	false
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	BCSAU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share, included as part of the Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share, included as part of the Units
Trading Symbol	BCSA
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants included as part of the Units
Trading Symbol	BCSAW
Security Exchange Name	NASDAQ

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