SEC Form SC 13G filed by Blockchain Coinvestors Acquisition Corp. I

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

Blockchain Coinvestors Acquisition Corp. I

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G11765107

(CUSIP Number)

May 12, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐	Rule 13d-1(b)

 

☒	Rule 13d-1(c)

 

☐	Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP: G11765107 Page 2 of 7

 

1		NAMES OF REPORTING PERSONS     Spring Creek Capital, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER     250,000 (1)
				6		SHARED VOTING POWER     0
				7		SOLE DISPOSITIVE POWER     250,000 (1)
				8		SHARED DISPOSITIVE POWER     0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     250,000 (1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     5.09%
12		TYPE OF REPORTING PERSON     OO

 

(1)	Represents 250,000 shares of Class A ordinary shares, par value $0.0001 per share (“Public Shares”), of Blockchain Coinvestors Acquisition Corp. I (the “Issuer”).

CUSIP: G11765107 Page 3 of 7

 

1		NAMES OF REPORTING PERSONS     Koch Industries, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     Kansas
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER     250,000 (1)
				6		SHARED VOTING POWER     0
				7		SOLE DISPOSITIVE POWER     250,000 (1)
				8		SHARED DISPOSITIVE POWER     0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     250,000 (1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     5.09%
12		TYPE OF REPORTING PERSON     CO

 

(1)	Represents 250,000 Public Shares held by Spring Creek Capital, LLC. These Issuer securities may be deemed to be beneficially owned by Koch Industries, Inc. by virtue of its indirect ownership of Spring Creek Capital, LLC.

CUSIP: G11765107

Page 4 of 7

 

Item 1(a). Name of Issuer: Blockchain Coinvestors Acquisition Corp. I (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Officers: PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.

Item 2(a). Name of Person Filing:

Spring Creek Capital, LLC (“Spring Creek”)

SCC Holdings, LLC (“SCC”)

KIM, LLC (“KIM”)

Koch Investments Group, LLC (“KIG”)

Koch Investments Group Holdings, LLC (“KIGH”)

Koch Industries, Inc. (“Koch Industries”)

(Each a “Reporting Person,” and collectively, the “Reporting Persons”).

 

Item	2(b). Address or Principal Business Office or, if None, Residence:

The principal business office for all Reporting Persons is:

4111 E. 37th Street North

Wichita, KS 67220.

 

Item	2(c). Citizenship: See Item 4 of each cover page.

Item 2(d). Title of Class of Securities: Class A ordinary shares, par value $0.0001 per share (“Public Shares”).

Item 2(e). CUSIP No.: G11765107.

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: See Item 9 of each cover page.

(b) Percent of class: See Item 11 of each cover page. Calculated using 4,915,271 Public Shares outstanding as of April 14, 2023, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 17, 2023.

(c) Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: See Item 5 of each cover page.

 

(ii)

Shared power to vote or to direct the vote: See Item 6 of each cover page.

 

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

 

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

Spring Creek is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments.

Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch Industries’ beneficial ownership of KIGH, (ii) KIGH’s beneficial ownership of KIG, (iii) KIG’s beneficial ownership of KIM, (iv) KIM’s beneficial ownership of SCC and (v) SCC’s beneficial ownership of Spring Creek. The filing of this Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.

CUSIP: G11765107

Page 5 of 7

 

Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP: G11765107

Page 6 of 7

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 16, 2023
				Spring Creek Capital, LLC
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Vice President and Secretary
				SCC Holdings, LLC
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Secretary
				KIM, LLC
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Vice President and Secretary
				Koch Investments Group, LLC
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Secretary
				Koch Investments Group Holdings, LLC
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Secretary
				Koch Industries, Inc.
				By:		/s/ Raffaele G. Fazio
				Name:		Raffaele G. Fazio
				Title:		Assistant Secretary

CUSIP: G11765107

Page 7 of 7

 

EXHIBIT INDEX

 

Exhibit Number		Title
99.1		Joint Filing Agreement