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Washington, D.C. 20549









Date of Report (Date of earliest event reported): November 17, 2021



Blue Whale Acquisition Corp I

(Exact name of registrant as specified in its charter)




Cayman Islands   001-40706   98-1590107

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


PO Box 1093, Boundary Hall,

Cricket Square, Grand Cayman

Cayman Islands

(Address of principal executive offices)   (Zip Code)

+1 (345) 949-8066

(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 Securities Exchange Act of 1934:


Title of each class





Name of each exchange

on which registered

Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant   BWCAU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   BWC   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50   BWCAW   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 (§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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

The management of the Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on August 6, 2021. Historically, a portion of the Public Shares were classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination.

Therefore, on November 17, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued balance sheet as of August 6, 2021, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2021, (collectively, the “Affected Period”), should be restated to report all Public Shares as temporary equity at full redemption value and should no longer be relied upon. As such, the Company will restate its financial statement for the Affected Period in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, (the “Q3 Form 10-Q”) that will be filed with the SEC.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.

The Company’s management has concluded that in light of the restatement described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The steps the Company has taken to remediate such material weakness will be described in more detail in the Q3 Form 10-Q.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.


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: November 22, 2021     By:  

/s/ Maxime Franzetti

    Name: Maxime Franzetti
    Title: Chief Executive Officer