QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
and one-half of one Redeemable Warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Page |
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Part I. Financial Information |
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1 |
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1 |
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2 |
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3 |
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4 |
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5 |
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15 |
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18 |
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19 |
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Part II. Other Information |
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20 |
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20 |
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20 |
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20 |
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20 |
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21 |
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21 |
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23 |
September 30, 2021 |
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(unaudited) |
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Assets: |
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Cash |
$ | |||
Deferred offering costs |
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Total assets |
$ | |||
Liabilities and Shareholder’s Equity |
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Accrued offering costs |
$ | |||
Promissory Note – Related Party |
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Total current liabilities |
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Commitments and Contingencies (Note 6) |
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Shareholder’s Equity: |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ (1) |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
Total shareholder’s equity |
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Total Liabilities and Shareholder’s Equity |
$ | |||
(1) | Includes up to The accompanying financial statements have been adjusted to reflect the stock split and stock dividend. See Notes 5 and 9. |
For the three months ended September 30, 2021 |
For the period from June 11, 2021 (inception) through September 30, 2021 |
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General and administrative expenses |
$ | $ | ||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Weighted average shares outstanding, basic and diluted (1) |
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Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | ||
(1) | Includes up to The accompanying financial statements have been adjusted to reflect the stock split and stock dividend. See Notes 5 and 9. |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholder’s Equity |
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Shares |
Amount |
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Balance—June 11, 2021 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (1) |
— |
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Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
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Balance as of June 30, 2021 (unaudited) |
$ | $ | $ | ( |
) | $ | ||||||||||||||
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Net loss |
— |
— |
— |
— |
— |
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Balance as of September 30, 2021 (unaudited) |
$ |
$ |
$ |
( |
) |
$ |
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(1) | Includes up to The accompanying financial statements have been adjusted to reflect the stock split and stock dividend. See Notes 5 and 9. |
Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Changes in operating assets and liabilities |
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Accrued expenses |
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Net cash used in operating activities |
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Cash Flows from Financing Activities: |
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Proceeds from sale of Class B ordinary shares to initial shareholders |
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Net cash provided by financing activities |
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Net change in cash |
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Cash—beginning of the period |
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Cash—end of the period |
$ | |||
Supplemental disclosure of non-cash investing and financing activities: |
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Deferred offering costs included in accrued expenses |
$ | |||
Deferred offering costs paid by Sponsor under the promissory note |
$ | |||
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the Redemption Reference Price equals or exceeds $18.00 per share (as adjusted). |
32.1** | Certification of Principal Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350. | |
32.2** | Certification of Principal Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350. | |
101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | Cover page formatted as Inline XBRL and contained in Exhibit 101. |
* | Filed herewith |
** | Furnished herewith |
Blockchain Coinvestors Acquisition Corp. I | ||||||
Date: December 27, 2021 | By: | /s/ Lou Kerner | ||||
Name: | Lou Kerner | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: December 27, 2021 | By: | /s/ Mitchell Mechigian | ||||
Name: | Mitchell Mechigian | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial Officer) |