SEC Form 3: New insider Blockchain Coinvestors Acquisition Sponsors I Llc claimed ownership of 1,322,300 units of Class A Ordinary Shares (Amendment)
$BCSA
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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/09/2021 |
3. Issuer Name and Ticker or Trading Symbol
Blockchain Coinvestors Acquisition Corp. I [ BCSA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 11/09/2021 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Ordinary Shares | 1,322,300(1) | D(2) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares | (3) | (3) | Class A Ordinary Shares | 9,583,333(4) | (3) | D(2) | |
| Warrants (right to buy) | (5) | (6) | Class A Ordinary Shares | 661,150(7) | 11.5 | D(2) | |
| Explanation of Responses: |
| 1. These shares underlie up to 1,322,300 units of the issuer that Blockchain Coinvestors Acquisition Sponsors I LLC (the "Sponsor") has irrevocably committed to purchase if the underwriters of the issuer's initial public offering exercise their over-allotment option in full (or 1,244,000 units if the underwriters do not exercise their over-allotment option in full) as described in the issuer's registration statement on Form S-1 (File No. 333-259091) (the "Registration Statement"). These shares were omitted from the Sponsor's original Form 3. |
| 2. Held directly by the Sponsor. The Sponsor is managed by Matthew C. Le Merle, a Managing Director and Chairman of the Board of the issuer, Lou Kerner, a Managing Director and Chief Executive Officer of the issuer, and Alison Davis, a Managing Director of the issuer. Mr. Le Merle, Mr. Kerner, and Ms. Davis have voting and investment discretion with respect to the securities of the issuer held by the Sponsor. As such, each of Mr. Le Merle, Mr. Kerner and Ms. Davis may be deemed to share beneficial ownership of the securities of the issuer held by the Sponsor. Each of Mr. Le Merle, Mr. Kerner and Ms. Davis disclaims any beneficial ownership of any securities of the issuer held by the Sponsor except to the extent of their ultimate pecuniary interest. |
| 3. The shares of Class B ordinary shares, par value $0.00009 per share, of the issuer will automatically convert into shares of Class A ordinary shares, par value $0.0001 per share, of the issuer upon the consummation of the issuer's initial business combination as described in the Registration Statement in the section entitled "Description of Securities-Founders Shares." The shares of Class B ordinary shares have no expiration date. |
| 4. These shares represent Class B ordinary shares held by the Sponsor and include up to 1,250,000 shares of Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters of the issuer's initial public offering exercise their over-allotment option as described in the Registration Statement. |
| 5. The warrants will become exercisable at the later of 30 days after the consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering. |
| 6. The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding common stock or the issuer's liquidation. |
| 7. These warrants underlie up to 1,322,300 units of the issuer that the Sponsor has irrevocably committed to purchase if the underwriters for the issuer's initial public offering exercise their over-allotment option in full (or 1,244,000 units if the underwriters do not exercise their over-allotment option in full) and represent the right to purchase up to 661,150 shares of Class A ordinary shares (or 622,000 shares if the underwriters do not exercise their over-allotment option in full). These warrants were omitted from the Sponsor's original Form 3. |
| /s/ Lou Kerner, Chief Executive Officer | 03/07/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||