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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Blue Whale Acquisition Corporation I | NASDAQ:BWCAU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.17 | 9.68 | 11.21 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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+1
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(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 Securities Exchange Act of 1934:
Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 7.01 | Regulation FD Disclosure. |
On July 28, 2023, Blue Whale Acquisition Corp I (the “Company”) announced that we would not complete our initial business combination by August 6, 2023, the deadline for the Company to complete our initial business combination. A copy of an announcement by the Company related to such determination is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 | Other Events. |
Due to the Company not completing a business combination by August 6, 2023, following August 6, 2023, as disclosed in the Company’s registration statement on Form S-1 declared effective on August 3, 2021 (File No. 333-257816), the Company will as promptly as possible, but not more than ten business days thereafter, redeem (the “Redemption”) 100% of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shares”). The Redemption is expected to be completed on August 18, 2023 (the “Expected Redemption Date”). In the Redemption, funds held in the Company’s trust account, less $100,000 of interest to pay dissolution expenses and net of taxes payable, will be distributed to each holder of Public Shares on a pro rata basis (such amount, the “Redemption Amount”). Based upon the amount held in the trust account as of July 26, 2023, which was $232,965,073.07, the Company estimates that the per-share Redemption Amount will be approximately $10.15. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless upon the liquidation of the Company.
The Company anticipates that the Public Shares, as well as the Company’s publicly traded units and warrants, will cease trading as of the close of business on August 4, 2023. On the Expected Redemption Date, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount. The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. Thereafter, the Company will file a Form 15 with the Commission to terminate the registration of its securities under the Exchange Act.
Beneficial owners of the Public Shares held in “street name,” will not need to take any action in order to receive their pro rata portion of the Redemption Amount. Holders of registered Public Shares will need to present their respective share certificates to the Company’s transfer agent, Continental Stock Transfer & Trust Company, to receive their pro rata portion of the Redemption Amount.
Forward Looking Statements
This report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC on April 24, 2023 and Quarterly Report on Form 10-Q filed with the SEC on May 22, 2023, and as those may be further amended and/or supplemented in subsequent filings with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this report, except as required by law.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. |
Description of Exhibits | |
99.1 | Press Release, dated July 28, 2023. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
Blue Whale Acquisition Corp I | ||||||
Date: July 28, 2023 | By: | /s/ Maxime Franzetti | ||||
Name: | Maxime Franzetti | |||||
Title: | Chief Executive Officer |
Exhibit 99.1
Blue Whale Acquisition Corp I Announces Redemption of Class A Ordinary Shares
NEW YORK and ABU DHABI, UAEJuly 28, 2023Blue Whale Acquisition Corp I (the Company) announced today that due to the Company not consummating an initial business combination within the time period disclosed in its registration statement on Form S-1 which was declared effective on August 3, 2021 (File No. 333-257816) (the Registration Statement), the Board of Directors of the Company has elected to dissolve and liquidate the Company in accordance with the Registration Statement.
As disclosed in the Registration Statement, if the Company does not consummate an initial business combination within 24 months of the closing of the Companys initial public offering, or August 6, 2023, the Company will: (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 its Class A ordinary shares (the Public Shares), at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Companys trust account (the Trust Account) held with Continental Stock Transfer & Trust Company (Continental), including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares in issue, which redemption will completely extinguish the rights of the holders of Public Shares as Shareholders (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 Companys remaining Shareholders and the Board, liquidate, wind-up and dissolve, subject in each case, to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of applicable law.
Net of taxes and dissolution expenses, the per-share redemption price for the Public Shares is expected to be approximately $10.15 (the Redemption Amount) based upon the amount held in the trust account as of July 26, 2023, which was $232,965,073.07.
The Company anticipates that the Public Shares, as well as the Companys publicly traded units, and warrants will cease trading as of the close of business on August 4, 2023. After August 6, 2023, the Company shall cease all operations except for those required to redeem the Public Shares and wind up the Companys business. The redemption of the Public Shares is expected to be completed within ten business days after August 6, 2023, by August 18, 2023 (the Expected Redemption Date). As of the Expected Redemption Date, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions with respect to the Companys warrants, which will expire worthless.
In order to provide for the disbursement of funds from the Trust Account, the Company will instruct Continental to take all necessary actions to liquidate the Trust Account. Registered holders may redeem their shares for their pro rata portion of the proceeds of the Trust Account upon presentation of their respective share or unit certificates or other delivery of their shares or units to Continental, the Companys transfer agent. Beneficial owners of Public Shares held in street name, however, will not need to take any action in order to receive the Redemption Amount.
The Company expects that The Nasdaq Stock Exchange LLC will file a Form 25 with the U.S. Securities and Exchange Commission (the SEC) to delist its securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
About Blue Whale Acquisition Corp I
Blue Whale Acquisition Corp I is an organized blank check company formed by an affiliate of Mubadala Capital. Mubadala Capital is the asset management subsidiary of Mubadala, a leading global sovereign investor headquartered in Abu Dhabi. In addition to managing its own balance sheet investments, Mubadala Capital manages c. $9 billion in third-party capital vehicles on behalf of institutional investors in each of its business, including three private equity funds, two early stage venture funds, a public fund and a fund in Brazil focused on special situations. Mubadala Capital is a differentiated and value-added investor that leverages both the Mubadala network and the relationships embedded within the investment team to source proprietary investment opportunities on a global basis. Mubadala Capital invests across a range of asset classes including private equity, public equity and venture capital. Each business employs a fundamentals-driven investment strategy, prioritizing capital preservation and long-term value creation.
Mubadala Capital has a long track record of successfully identifying category leaders suitable for investment, especially in media, entertainment, and premium content and services sectors. Representative transactions the firm has consummated in the recent past include EMI Music Publishing (acquired in 2012 and successfully exited in 2018, making Mubadala Capital one of the few institutional investors to successfully structure, purchase and exit a major music asset in the last decade), Endeavor (acquired in 2014), Reigning Champs (acquired in 2014), Imagine Entertainment (acquired in 2016), YES Network (acquired in 2019) and Looping Group (acquired in 2019). In total, these transactions and others in the media, entertainment and premium content and services sectors represent more than $1 billion of capital deployed.
Forward-looking statements
This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as anticipate, believe, estimate, expect, intend and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Companys management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Companys filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Companys Annual Report on Form 10-K filed with the SEC on April 24, 2023 and Quarterly
2
Report on Form 10-Q filed with the SEC on May 22, 2023, and as those may be further amended and/or supplemented in subsequent filings with the SEC. Copies of such filings are available on the SECs website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this report, except as required by law.
Media contact:
Salam Kitmitto
sakitmitto@mubadala.ae
+971 50 276 9286
Mubadala Capital
Katie Kuga Wenner
kwenner@mubadalacapital.ae
SOURCE Blue Whale Acquisition Corp I
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