UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BLOCKCHAIN COINVESTORS ACQUISITION CORP. I (Exact name of registrant as specified in its charter) | --- | --- | --- | |-----------------------------------------|------ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BLOCKCHAIN COINVESTORS ACQUISITION CORP. I (Exact name of registrant as specified in its charter) | --- | --- | --- | |----------------------------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-41050 BLOCKCHAIN COINVESTORS ACQUISITION CORP. I (Exact name of registrant as specified in its charter) | --- | |-------------------- ...

Blockchain Coinvestors Acquisition Corp. I (Nasdaq: BCSA) and Linqto, Inc. have entered into a definitive business combination agreement. The business combination is expected to close in the second half of 2024. SAN JOSE, Calif., April 9, 2024 /PRNewswire/ -- Blockchain Coinvestors Acquisition Corp. I (Nasdaq: BCSA) ("BCSA"), a special purpose acquisition company, and Linqto, Inc., ("Linqto"), a Delaware corporation, today announced they have entered into a definitive business combination agreement, pursuan ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Cayman Islands 001-41050 98-1607883 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant BCSAU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BLOCKCHAIN COINVESTORS ACQUISITION CORP. I (Exact name of registrant as specified in its charter) | --- | --- | --- | |-----------------------------------------|------ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BLOCKCHAIN COINVESTORS ACQUISITION CORP. I (Exact name of registrant as specified in its charter) | --- | --- | --- | |-----------------------------------------|----- ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) The company is a blank check company (SPAC) focused on effecting a business combination with a firm in the blockchain-enabled financial services and technology sectors - The company is a blank check company focused on acquiring businesses in the financial services and technology sectors that are enabled by blockchain technology[11](index=11&type=chunk) Initial Public Offering and Private Placement Details (November 2021) | Offering | Units | Price per Unit | Gross Proceeds | | :--- | :--- | :--- | :--- | | Initial Public Offering | 30,000,000 | $10.00 | $300.0 million | | Private Placement (to Sponsor) | 1,322,000 | $10.00 | $13.2 million | - On November 10, 2022, the company entered into a **Business Combination Agreement with Qenta Inc.**, a Delaware corporation, involving a reincorporation and merger[17](index=17&type=chunk)[18](index=18&type=chunk) - The deadline to complete a business combination was extended to November 15, 2023, which resulted in the redemption of **26,406,729 Class A shares** for approximately **$274.2 million**[24](index=24&type=chunk)[25](index=25&type=chunk) - The company's business strategy focuses on identifying blockchain-enabled technology companies with an enterprise value of **$1.0 billion to $3.0 billion**[32](index=32&type=chunk)[33](index=33&type=chunk) [Risk Factors](index=11&type=section&id=Item%201.A.%20Risk%20Factors) The company faces significant risks centered on the potential failure of the Qenta business combination, its "going concern" status, and substantial shareholder redemptions [Risks Relating to Business Combination](index=13&type=section&id=Risks%20Relating%20to%20Business%20Combination) The Qenta business combination faces uncertainty, while the company's "going concern" status is in doubt due to a working capital deficit and significant shareholder redemptions - The proposed Qenta Business Combination is subject to numerous closing conditions and may not be completed by the **November 15, 2023 deadline**[49](index=49&type=chunk)[50](index=50&type=chunk) - The company's independent registered public accounting firm's report expresses substantial doubt about its ability to continue as a **"going concern"** due to a working capital deficit of approximately **$3.9 million** as of December 31, 2022[60](index=60&type=chunk) - Following redemptions of 26,406,729 shares, approximately **$37.3 million remains in the Trust Account**, which may make it difficult to complete a desirable business combination[59](index=59&type=chunk) - The SEC has issued proposed rules to regulate SPACs, which could **increase costs, time, and complexity** to complete a business combination[161](index=161&type=chunk)[162](index=162&type=chunk) [Risks Relating to Our Securities](index=35&type=section&id=Risks%20Relating%20to%20Our%20Securities) The company's securities face risks of delisting from Nasdaq, earnings volatility from warrant accounting, and significant dilution from Founder Shares - The company's securities may be **delisted from Nasdaq** if it fails to meet listing requirements, which would limit liquidity and trading[175](index=175&type=chunk)[176](index=176&type=chunk)[177](index=177&type=chunk) - The company's warrants are accounted for as derivative liabilities, and changes in their fair value can cause **volatility in financial results**[218](index=218&type=chunk)[219](index=219&type=chunk) - The Sponsor paid a nominal price of approximately **$0.003 per Founder Share**, which could result in significant dilution to public shareholders and a substantial profit for the Sponsor even if the share price falls[212](index=212&type=chunk)[214](index=214&type=chunk)[216](index=216&type=chunk) [Risks Relating to Our Management Team](index=49&type=section&id=Risks%20Relating%20to%20Our%20Management%20Team) The company is dependent on a small management team whose members have potential conflicts of interest due to other business obligations and financial incentives - The company's operations are dependent on a small group of executive officers and directors who are **not required to commit a specific amount of time** to its affairs[255](index=255&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk) - Officers and directors have fiduciary duties to other entities and may present suitable business opportunities to those entities before presenting them to the company[267](index=267&type=chunk)[268](index=268&type=chunk)[269](index=269&type=chunk) - The Sponsor and management will **lose their entire investment** if a business combination is not completed, creating a conflict of interest[276](index=276&type=chunk)[278](index=278&type=chunk) [Risks Relating to Taxation](index=56&type=section&id=Risks%20Relating%20to%20Taxation) The company and its investors face tax risks including potential classification as a PFIC and the imposition of a new 1% excise tax on share redemptions - The company may be considered a **Passive Foreign Investment Company (PFIC)**, which could lead to adverse U.S. federal income tax consequences for U.S. investors[296](index=296&type=chunk)[298](index=298&type=chunk) - A new **1% U.S. federal excise tax** on stock repurchases may apply to redemptions, which could reduce the cash available for the business combination[299](index=299&type=chunk)[300](index=300&type=chunk) - Reincorporating into a U.S. jurisdiction in connection with the business combination may result in **adverse tax consequences** for both U.S. and non-U.S. shareholders[292](index=292&type=chunk)[293](index=293&type=chunk) [Unresolved Staff Comments](index=59&type=section&id=Item%201.B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - None[311](index=311&type=chunk) [Properties](index=59&type=section&id=Item%202.%20Properties) The company maintains its executive offices in the Cayman Islands and receives administrative services from its Sponsor for a monthly fee - The company's executive offices are located at PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands[311](index=311&type=chunk) - The company pays its Sponsor **$15,000 per month** for office space and administrative support services[311](index=311&type=chunk) [Legal Proceedings](index=59&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings - The company is not currently subject to any material legal proceedings[312](index=312&type=chunk) [Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - None[312](index=312&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=60&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on Nasdaq, and it has not paid any cash dividends - The company's securities trade on the Nasdaq Stock Market under the symbols **BCSAU (Units)**, **BCSA (Class A ordinary shares)**, and **BCSAW (warrants)**[315](index=315&type=chunk) - The company has **never paid cash dividends** and does not plan to pay any before completing its initial business combination[317](index=317&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=60&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported net income of $9.3 million for 2022 but faces a significant liquidity issue and substantial doubt about its ability to continue as a going concern Results of Operations | Metric | For the Year Ended Dec 31, 2022 | For the Period from Jun 11, 2021 to Dec 31, 2021 | | :--- | :--- | :--- | | General & Administrative Expenses | ($4.1 million) | ($0.3 million) | | Change in Fair Value of Derivative Liabilities | $9.9 million | $0.6 million | | Income from Investments in Trust Account | $4.3 million | $1,090 | | **Net Income (Loss)** | **$9.3 million** | **($0.4 million)** | - As of December 31, 2022, the company had approximately **$255,000 in cash** and a **working capital deficit of approximately $3.9 million**[344](index=344&type=chunk) - Management has determined that there is **substantial doubt about the company's ability to continue as a going concern** due to its liquidity needs[347](index=347&type=chunk) - To fund operations, the company has a promissory note agreement with its Sponsor for up to **$1,500,000 in working capital loans**[346](index=346&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=67&type=section&id=Item%207.A.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) As a smaller reporting company, this information is not required - The company is a smaller reporting company and is not required to provide this information[363](index=363&type=chunk) [Financial Statements and Supplementary Data](index=67&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The company's audited financial statements highlight a "going concern" uncertainty and a shareholders' deficit of $16.7 million as of December 31, 2022 - The independent auditor's report expresses **substantial doubt about the Company's ability to continue as a going concern**[450](index=450&type=chunk) Consolidated Balance Sheet Highlights (as of Dec 31, 2022) | Account | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $254,781 | | Investments held in Trust Account | $310,263,214 | | **Total Assets** | **$310,902,625** | | **Liabilities & Equity** | | | Total Liabilities | $17,412,008 | | Class A ordinary shares subject to possible redemption | $310,163,214 | | **Total shareholders' deficit** | **($16,672,597)** | Consolidated Statement of Operations Highlights (Year Ended Dec 31, 2022) | Account | Amount (USD) | | :--- | :--- | | Loss from operations | ($4,280,895) | | Change in fair value of derivative liabilities | $9,908,473 | | Income earned on investments held in Trust Account | $4,262,124 | | **Net income** | **$9,348,878** | [Controls and Procedures](index=68&type=section&id=Item%209.A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of year-end 2022 - Management concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2022[366](index=366&type=chunk) - Management determined that the company's **internal controls over financial reporting were effective** as of December 31, 2022, based on the COSO framework[369](index=369&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=70&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is led by an experienced management team and a board with three independent directors overseeing key committees Executive Officers and Directors | Name | Title | | :--- | :--- | | Lou Kerner | Managing Director, Chief Executive Officer and Director | | Matthew C. Le Merle | Managing Director, Chairman of the Board of Directors | | Alison Davis | Managing Director | | Mitchell Mechigian | Chief Financial Officer | | Colin Weil | Director | | Gary Cookhorn | Director | | Rebecca Macieira-Kaufmann | Director | - The board of directors has **three independent directors**: Colin Weil, Gary Cookhorn, and Rebecca Macieira-Kaufmann[384](index=384&type=chunk) - The board has three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee, each comprised of the three independent directors[387](index=387&type=chunk)[389](index=389&type=chunk)[390](index=390&type=chunk) [Executive Compensation](index=78&type=section&id=Item%2011.%20Executive%20Compensation) The company's executive officers and directors have not received any compensation for their services but are reimbursed for out-of-pocket expenses - **No executive officers or directors have received any cash or non-cash compensation** for services rendered to the company[409](index=409&type=chunk) - The Sponsor, executive officers, and directors are reimbursed for out-of-pocket expenses related to company activities, such as identifying potential target businesses[409](index=409&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=79&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The company's Sponsor and management beneficially own approximately 75.9% of the outstanding ordinary shares, giving them effective control Security Ownership of Beneficial Owners and Management (as of April 14, 2023) | Name of Beneficial Owner | Number of Shares Beneficially Owned | Approximate Percentage of Outstanding Ordinary Shares | | :--- | :--- | :--- | | Blockchain Coinvestors Acquisition Sponsors I LLC (Sponsor) | 11,172,000 | 74.9% | | Matthew C. Le Merle | 11,172,000 | 74.9% | | Lou Kerner | 11,172,000 | 74.9% | | Alison Davis | 11,172,000 | 74.9% | | All directors and officers as a group (7 individuals) | 11,322,000 | 75.9% | - Due to their collective ownership of approximately **75.9% of outstanding shares**, the initial shareholders have sufficient voting power to approve a business combination without the vote of any public shareholders[422](index=422&type=chunk)[408](index=408&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=80&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has several related party transactions with its Sponsor, including the purchase of Founder Shares, Private Placement Units, and provision of working capital loans - The Sponsor purchased Founder Shares for an aggregate price of **$25,000**[425](index=425&type=chunk) - Simultaneously with the IPO, the Sponsor purchased 1,322,000 Private Placement Units at $10.00 per unit for a total of **$13.2 million**[426](index=426&type=chunk) - The Sponsor provides working capital loans to the company as needed; as of December 31, 2022, **$512,000 was drawn and outstanding** under a $1.5 million promissory note[431](index=431&type=chunk) - The company pays an affiliate of the Sponsor **$15,000 per month** for secretarial and administrative services[432](index=432&type=chunk) [Principal Accounting Fees and Services](index=82&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The company paid its independent accounting firm total fees of $85,390 in 2022 and $129,108 in 2021, primarily for audit services Accountant Fees | Fee Category | FY 2022 | FY 2021 | | :--- | :--- | :--- | | Audit Fees | $81,640 | $129,108 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $3,750 | $0 | | All Other Fees | $0 | $0 | | **Total** | **$85,390** | **$129,108** | Part IV [Exhibits, Financial Statement Schedules](index=83&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists key legal and financial agreements filed as part of the Form 10-K - Key exhibits filed include the **Business Combination Agreement with Qenta Inc.**, the Warrant Agreement, and the Registration and Shareholder Rights Agreement[438](index=438&type=chunk) [Form 10-K Summary](index=84&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - None[442](index=442&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) The SPAC reported **$308.2 million** in total assets and **$8.3 million** net income for the nine months ended September 30, 2022, and subsequently entered a business combination agreement with Qenta Inc [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of September 30, 2022, the company reported **$307.7 million** in its Trust Account, a **$2.8 million** working capital deficit, and **$15.8 million** in total liabilities Condensed Balance Sheet Data (Unaudited) | Financial Metric | September 30, 2022 (USD) | December 31, 2021 (USD) | | :--- | :--- | :--- | | Cash | $85,144 | $380,035 | | Investments held in Trust Account | $307,680,604 | $306,001,090 | | **Total Assets** | **$308,237,388** | **$307,097,567** | | Total current liabilities | $3,396,471 | $713,128 | | Derivative liabilities | $1,135,423 | $10,962,700 | | **Total Liabilities** | **$15,811,894** | **$22,955,828** | | Class A ordinary shares subject to possible redemption | $307,580,604 | $306,000,000 | | **Total shareholders' deficit** | **($15,155,110)** | **($21,858,261)** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For the nine months ended September 30, 2022, the company reported a net income of **$8.3 million**, primarily driven by gains on derivative liabilities and trust account income Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2022 (USD) | Nine Months Ended Sep 30, 2022 (USD) | | :--- | :--- | :--- | | General and administrative expenses | ($1,219,367) | ($3,223,036) | | Change in fair value of derivative liabilities | $117,457 | $9,827,277 | | Income earned on investments held in Trust Account | $1,533,315 | $1,679,514 | | **Net income (loss)** | **$431,405** | **$8,283,755** | | Basic and diluted net income per share, Class A | $0.01 | $0.20 | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2022, net cash used in operating activities was **$434,891**, resulting in a decrease in the cash balance from **$380,035** to **$85,144** Cash Flow Summary - Nine Months Ended Sep 30, 2022 (Unaudited) | Cash Flow Category | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($434,891) | | Net cash provided by financing activities | $140,000 | | **Net change in cash** | **($294,891)** | | Cash - beginning of the period | $380,035 | | **Cash - end of the period** | **$85,144** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes highlight the company's SPAC status, a May 2023 business combination deadline, a going concern uncertainty, and the subsequent signing of a definitive agreement with Qenta Inc - The company faces a **May 9, 2023** deadline to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern[34](index=34&type=chunk)[41](index=41&type=chunk) - On **November 10, 2022**, the company entered into a definitive Business Combination Agreement with **Qenta Inc.**, involving re-domiciliation and merger[108](index=108&type=chunk)[109](index=109&type=chunk) - A Forward Purchase Agreement was executed with **Vellar Opportunity Fund SPV LLC - Series 5** to ensure minimum cash conditions for the Qenta transaction by mitigating redemption risk[114](index=114&type=chunk)[118](index=118&type=chunk) - As of September 30, 2022, the company had a working capital deficit of approximately **$2.8 million** and relies on a **$1.5 million** working capital loan facility from its Sponsor[39](index=39&type=chunk)[40](index=40&type=chunk)[75](index=75&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, the proposed business combination with Qenta Inc., and the financial results for the nine months ended September 30, 2022, including a going concern risk - The company entered into a definitive Business Combination Agreement with **Qenta Inc.** on **November 10, 2022**, subject to shareholder approval and closing conditions[129](index=129&type=chunk) - A Forward Purchase Agreement was executed to increase the likelihood of the transaction closing by ensuring the minimum cash condition is met[132](index=132&type=chunk)[137](index=137&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) (USD) | Key Drivers | | :--- | :--- | :--- | | **Three Months Ended Sep 30, 2022** | ~$431,000 | $1.5M Trust income, $117k gain on derivatives, offset by $1.2M G&A expenses | | **Nine Months Ended Sep 30, 2022** | ~$8.3 million | $9.8M gain on derivatives, $1.7M Trust income, offset by $3.2M G&A expenses | - Management acknowledges a going concern issue due to the **May 9, 2023** deadline and limited liquidity, expecting a working capital loan from the Sponsor to sustain operations[142](index=142&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[157](index=157&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) As of September 30, 2022, the company's disclosure controls and procedures were deemed effective, with no material changes to internal control over financial reporting - Management concluded the company's disclosure controls and procedures were effective as of **September 30, 2022**[159](index=159&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[161](index=161&type=chunk) [PART II. OTHER INFORMATION](index=29&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[163](index=163&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) Proposed SEC rules and amendments regarding SPACs could make completing a business combination more difficult, costly, and time-consuming - Proposed SEC rules for SPACs are identified as a risk factor, potentially impeding the completion of the business combination[164](index=164&type=chunk)[166](index=166&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or changes in the use of proceeds - The company reports 'None' for this item[164](index=164&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reports 'None' for this item[165](index=165&type=chunk) [Item 4. Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is reported as not applicable to the company - The company reports 'None' for this item[165](index=165&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company reports 'None' for this item[165](index=165&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including Sarbanes-Oxley Act certifications and Inline XBRL documents - The report includes CEO and CFO certifications as required by Sections 302 and 906 of the Sarbanes-Oxley Act[167](index=167&type=chunk)[168](index=168&type=chunk) - Inline XBRL Instance, Schema, Calculation, Definition, Label, and Presentation documents are filed as exhibits[168](index=168&type=chunk)

Table of Contents Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant BCSAU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share BCSA The Nasdaq Stock Market LLC Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 BCSAW The Nasdaq Stock Market LLC UNITED STATES SECURITIES A ...