BLOCKCHAIN COINVESTORS ACQUISITION CORP. I : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)
Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
On
Islands
(as it may be amended, supplemented or otherwise modified from time to time, the
“Business Combination Agreement”), by and among BCSA,
(“Qenta”).
The Business Combination Agreement and the transactions contemplated thereby
were approved by the boards of directors of each of BCSA and Qenta.
The Business Combination
The Business Combination Agreement provides for, among other things, the
following transactions: (i) BCSA will become a
“Domestication”) and, in connection with the Domestication, (A) BCSA’s name will
be changed to “
ordinary share of BCSA and each outstanding Class B ordinary share of BCSA will
become one share of common stock of New Qenta (the “New Qenta Common Stock”);
and (ii) following the Domestication, Merger Sub will merge with and into Qenta,
with Qenta as the surviving company in the merger and continuing as a
wholly-owned subsidiary of New Qenta (the “Merger”).
The Domestication, the Merger and the other transactions contemplated by the
Business Combination Agreement are referred to as the “Business Combination.”
The Business Combination is expected to close in the first half of 2023,
following the receipt of the required approval by BCSA’s shareholders and the
fulfillment of regulatory requirements and other customary closing conditions.
Business Combination Consideration
In accordance with the terms and subject to the conditions of the Business
Combination Agreement, (i) outstanding shares of Qenta (other than treasury
shares and any Company Dissenting Shares (as defined in the Business Combination
Agreement) will be exchanged for shares of New Qenta Common Stock and (ii) each
outstanding Exchangeable Company RSU (as defined in the Business Combination
Agreement) will be exchanged for comparable restricted stock units of New Qenta,
based on an agreed upon equity value.
Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and
covenants of each of the parties to the agreement that are customary for
transactions of this type. The parties have also agreed to take all action as
may be necessary or reasonably appropriate such that, as of the effective time
of the Business Combination, the BCSA board of directors will consist of such
number of directors to be agreed between BCSA and the Company, which shall be
divided into three classes as nearly equal in size as is practicable, determined
by Qenta and one individual determined by
Sponsors I LLC
incentive plan, as described in the Business Combination Agreement.
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Conditions to
The obligation of BCSA and Qenta to consummate the Business Combination is
subject to certain closing conditions, including, but not limited to, (i) the
expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the
absence of any order, law or other legal restraint or prohibition issued by any
court of competent jurisdiction or other governmental entity of competent
jurisdiction enjoining or prohibiting the consummation of the Domestication or
the Merger, (iii) the effectiveness of the Registration Statement on Form S-4
(the “Registration Statement”) in accordance with the provisions of the
Securities Act of 1933, as amended (the “Securities Act”) registering the New
Qenta Common Stock to be issued in the Merger and the Domestication, (iv) the
required approvals of BCSA’s shareholders, (v) the approval of Qenta’s
shareholders, (iv) the approval by Nasdaq of BCSA’s listing application in
connection with the Business Combination, (v) the consummation of the
Domestication, (vi) BCSA having at least
determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act
of 1934, as amended) remaining after the closing of the Business Combination,
and (vii) the aggregate cash proceeds available to BCSA after redemptions at
least equaling its aggregate closing expenses. In addition to certain other
customary closing conditions, BCSA’s obligation to consummate the Business
Combination is also conditioned upon BCSA’s receipt of an executed executive
employment agreement with
Termination
The Business Combination Agreement may be terminated under certain customary and
limited circumstances prior to the closing of the Business Combination,
including, but not limited to, (i) by mutual written consent of BCSA and Qenta,
(ii) by BCSA if the representations and warranties of Qenta are not true and
correct or if Qenta fails to perform any covenant or agreement set forth in the
Business Combination Agreement such that certain conditions to closing cannot be
satisfied and the breach or breaches of such representations or warranties or
the failure to perform such covenant or agreement, as applicable, are not cured
or cannot be cured within certain specified time periods, (iii) termination by
Qenta if the representations and warranties of BCSA or Merger Sub (the
“BCSA Parties”) are not true and correct or if any
any covenant or agreement set forth in the Business Combination Agreement such
that certain conditions to closing cannot be satisfied and the breach or
breaches of such representations or warranties or the failure to perform such
covenant or agreement, as applicable, are not cured or cannot be cured within
certain specified time periods, (iv) subject to certain limited exceptions, by
either BCSA or Qenta if the Business Combination is not consummated by
certain required approvals are not obtained from BCSA shareholders after the
conclusion of a meeting of BCSA’s shareholders held for such purpose at which
such shareholders voted on such approvals, (vi) either BCSA or Qenta, if any
governmental entity of competent jurisdiction shall have issued an order
permanently enjoining or prohibiting the Merger or the Domestication and such
order shall have become final and nonappealable, (vii) by BCSA if Qenta has not
delivered to BCSA the Closing Company Financial Statements (as defined in the
Business Combination Agreement) by
has not delivered to BCSA a written consent of the Qenta shareholders approving
the Business Combination and the transactions contemplated thereby (including
the Merger) within two business days of the Registration Statement being
declared effective under the Securities Act.
If the Business Combination Agreement is validly terminated, none of the parties
to the Business Combination Agreement will have any liability or any further
obligation under the Business Combination Agreement, except in the case of
willful breach or fraud (each, as defined in the Business Combination Agreement)
and for customary obligations that survive the termination thereof (such as
confidentiality obligations).
A copy of the Business Combination Agreement is filed with this Current Report
on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the
foregoing description of the Business Combination Agreement is qualified in its
entirety by reference thereto. The Business Combination Agreement contains
representations, warranties and covenants that the respective parties made to
each other as of the date of the Business Combination Agreement or other
specific dates, as specified therein. The assertions embodied in those
representations, warranties and covenants were made for purposes of the contract
among the respective parties and are subject to important qualifications and
limitations agreed to by the parties in connection with negotiating such
agreement. The representations, warranties and covenants in the Business
Combination Agreement are also modified in important part by the underlying
disclosure schedules which are not filed publicly and which are subject to a
contractual standard of materiality different from that generally applicable to
shareholders and were used for the purpose of allocating risk among the parties
rather than establishing matters as facts.
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Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, BCSA,
BCSA Sponsor, and Qenta entered into the Sponsor Letter Agreement (the “Sponsor
Letter Agreement”), pursuant to which the Sponsor agreed to, among other things,
(i) vote in favor of each of the transaction proposals to be voted upon at the
meeting of BCSA shareholders, including approval of the Business Combination
Agreement and the transactions contemplated thereby (including the Merger); (ii)
waive any adjustment to the conversion ratio set forth in the governing
documents of BCSA or any other anti-dilution or similar protection with respect
to the Class B ordinary shares; and (iii) surrender to BCSA, immediately prior
to the effective time of the Business Combination, private placement units, and
BCSA Class
7.5 million and 11.3 million new Qenta Common Shares (and related private
. . .
Item 7.01 Regulation FD Disclosure
On
entry into the Business Combination Agreement. The press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01
and will not be deemed to be filed for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be
subject to the liabilities of that section, nor will it be deemed to be
incorporated by reference in any filing under the Securities Act or the Exchange
Act.
Important Information and Where to Find It
A full description of the terms of the proposed transaction will be provided in
a registration statement on Form S-4 to be filed by BCSA with the
include a prospectus with respect to New Quenta’s securities to be issued in
connection with the Business Combination and a proxy statement with respect to
the shareholder meeting of BCSA to vote on the Business Combination. This
Current Report on Form 8-K does not contain all the information that should be
considered concerning the proposed Business Combination and is not intended to
form the basis of any investment decision or any other decision in respect of
the Business Combination. BCSA and Qenta urge their investors, shareholders and
other interested persons to read, when available, the preliminary proxy
statement/prospectus as well as other documents filed with the
documents will contain important information about BCSA, Qenta and the
transaction. After the registration statement is declared effective, the
definitive proxy statement/prospectus to be included in the registration
statement will be mailed to shareholders of BCSA as of a record date to be
established for voting on the proposed Business Combination. Once available,
shareholders of BCSA will also be able to obtain a copy of the S-4, including
the proxy statement/prospectus, and other documents filed with the
charge, by directing a request to:
PO Box 1093,
Islands
statement/prospectus to be included in the registration statement, once
available, can also be obtained, without charge, at the
(www.sec.gov).
Participants in the Solicitation
BCSA and Qenta and their respective directors, executive officers, other members
of management, and employees may, under
the solicitation of proxies of BCSA’s shareholders with respect to the potential
transaction described in this Current Report on Form 8-K. Information about the
persons who may, under
solicitation of BCSA’s shareholders in connection with the potential transaction
will be set forth in BCSA’s registration statement on Form S-4 containing the
preliminary proxy statement/prospectus when it is filed with the
shareholders will be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and other
documents filed with the
at www.sec.gov or by directing a request to:
Corp. I
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the potential transaction and does not constitute an offer to sell or a
solicitation of an offer to buy the securities of BCSA, Qenta or New Qenta, nor
will there be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No
offer of securities will be made except by means of a prospectus meeting the
requirements of the Securities Act.
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Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking
statements for purposes of the safe harbor provisions under the Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding future events, the Business Combination
between BCSA and Qenta, the likelihood and ability or timing of the parties to
successfully consummate the Business Combination, any anticipated future results
and benefits of New Qenta following the Business Combination, including future
opportunities for New Qenta, and other statements that are not historical facts.
These statements are based on the current expectations of BCSA’s management and
are not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and
must not be relied on, by any investor as a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of BCSA
and Qenta. These statements are subject to a number of risks and uncertainties
regarding BCSA’s businesses and the Business Combination, and actual results may
differ materially. These risks and uncertainties include, but are not limited
to, general economic, political and business conditions; the inability of the
parties to consummate the Business Combination or the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Business Combination Agreement; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the Business
Combination; the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the Business
Combination; the risk that the approval of the shareholders of BCSA or Qenta for
the potential transaction is not obtained; failure to realize the anticipated
benefits of the Business Combination, including as a result of a delay in
consummating the potential transaction or difficulty in integrating the
businesses of BCSA and Qenta; the risk that the Business Combination disrupts
current plans and operations as a result of the announcement and consummation of
the Business Combination; the ability of New Qenta to grow and manage growth
profitably and retain its key employees; the amount of redemption requests made
by BCSA’s shareholders; the inability to obtain or maintain the listing of the
post-acquisition company’s securities on Nasdaq following the Business
Combination; costs related to the Business Combination; and those factors
discussed in BCSA’s final prospectus relating to its initial public offering,
dated
risks that BCSA presently does not know or that BCSA currently believes are
immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements
provide BCSA’s expectations, plans or forecasts of future events and views as of
the date of this communication. BCSA anticipates that subsequent events and
developments will cause BCSA’s assessments to change. However, while BCSA may
elect to update these forward-looking statements at some point in the future,
BCSA specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing BCSA’s assessments as of
any date subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1* Business Combination Agreement, dated as ofNovember 10, 2022 , by and amongBlockchain Coinvestors Acquisition Corp. I ,BCSA Merger Sub Inc. , andQenta Inc. 10.1 Sponsor Letter Agreement, dated as ofNovember 10, 2022 , by and amongBlockchain Coinvestors Acquisition Corp. I ,Blockchain Coinvestors Acquisition Sponsors I LLC , andQenta Inc. 10.2 Form of Transaction Support Agreement. 10.3* Form of Lock-Up Agreement. 10.4 Forward Purchase Agreement, dated as ofNovember 9, 2022 , by and amongBlockchain Coinvestors Acquisition Corp. I ,Vellar Opportunity Fund SPV LLC - Series 5, andQenta Inc. 99.1 Press Release, datedNovember 10, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Exhibits and schedules have been omitted from this filing pursuant to Item
601(a)(5) of Regulation S-K and will be furnished to the Securities and
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