BLOCKCHAIN ​​COINVESTORS ACQUISITION CORP. I Management report and analysis of the financial situation and operating results (form 10-Q)

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References to the "Company," "Blockchain Coinvestors Acquisition Corp. I,"
"our," "us" or "we" refer to Blockchain Coinvestors Acquisition Corp. I The
following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the unaudited interim
financial statements and the notes thereto contained elsewhere in this report.
Certain information contained in the discussion and analysis set forth below
includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company
on June 11, 2021. We were formed for the purpose of effectuating a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more businesses (the "Business
Combination"). We are an emerging growth company and, as such, we are subject to
all of the risks associated with emerging growth companies.
Our sponsor is Blockchain Coinvestors Acquisition Sponsors I LLC, a Delaware
limited liability company (the "Sponsor"). The registration statement for our
initial public offering (the "Initial Public Offering") was declared effective
on November 9, 2021. On November 15, 2021, we consummated our Initial Public
Offering of 30,000,000 units (the "Units" and, with respect to the Class A
ordinary shares included in the Units being offered, the "Public Shares"),
including 3,900,000 additional Units to cover the underwriters' over-allotment
(the "Over-Allotment Units"), at $10.00 per Unit, generating gross proceeds of
$300,000,000, and incurring offering costs and expenses of $17,674,394 of which
$11,280,000 was for deferred underwriting commissions.
Each Unit consists of one Class A ordinary share of the Company, par value
$0.0001 per share, and
one-half
of one redeemable warrant ("Public Warrant"). Each Public Warrant entitles the
holder to purchase one Class A ordinary share for $11.50 per whole share.
Simultaneously with the consummation of the closing of the Initial Public
Offering, we consummated the private placement of an aggregate of 1,322,000
Units (each, a "Private Placement Unit" and collectively, the "Private Placement
Units"), at a price of $10.00 per Private Placement Unit with the Sponsor,
generating total gross proceeds of $13,220,000 (the "Private Placement").
Following the closing of the Initial Public Offering and partial exercise of the
over-allotment by the underwriters on November 15, 2021, an amount of
$306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in
the Initial Public Offering and the sale of the Private Placement Units was
placed in a trust account (the "Trust Account") in the United States maintained
by Continental Stock Transfer & Trust Company, as trustee, and will be invested,
if at all, in U.S. government securities, within the meaning set forth in
Section 2(a)(16) of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), with a maturity of 185 days or less, or in any
open-ended investment company that holds itself out as a money market fund
meeting the conditions under Rule
2a-7
of the Investment Company Act, as determined by the Company, until the earlier
of: (i) the completion of a Business Combination and (ii) the distribution of
the Trust Account as described below.

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Although we are not limited to a particular industry or sector for purposes of
consummating a Business Combination, we intend to concentrate on sourcing
business combination opportunities in the financial services, technology and
other sectors of the economy that are being enabled by emerging applications of
blockchain.
Our management has broad discretion with respect to the specific application of
the net proceeds of the Initial Public Offering and the sale of the Private
Placement Units, although substantially all of the net proceeds are intended to
be applied generally toward consummating a Business Combination. There is no
assurance that we will be able to complete a Business Combination successfully.
The Nasdaq rules provide that the Initial Business Combination must be with one
or more target businesses that together have a fair market value equal to at
least 80% of the value of the Trust Account (excluding deferred underwriting
costs and taxes payable on the income earned on the Trust Account) at the time
of the Company's signing a definitive agreement to enter a Business Combination.
We will only complete a Business Combination if the post-business combination
company owns or acquires 50% or more of the outstanding voting securities of the
target or otherwise acquires a controlling interest in the target sufficient for
it not to be required to register as an investment company under the Investment
Company Act.
We will have until 18 months from the closing of the Initial Public Offering to
complete a Business Combination (the "Combination Period"). If we are unable to
complete a Business Combination within the Combination Period, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten business days thereafter, redeem the
Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay its tax obligations (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding Public Shares, which redemption will completely extinguish
Public Shareholders' rights as shareholders (including the right to receive
further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining
shareholders and our board of directors, liquidate and dissolve, subject in the
case of clauses (ii) and (iii) to the Company's obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless if we fail to complete a
Business Combination within the Combination Period.
Results of Operations
Our entire activity since June 11, 2021 (inception) up to September 30, 2021 was
in preparation for our formation and the Initial Public Offering. We will not be
generating any operating revenues until the closing and completion of our
initial Business Combination.
For the three months ended September 30, 2021, we had a net loss of
approximately $5,000, which was comprised of formation costs of approximately
$5,000.
For the period from June 11, 2021 (inception) through September 30, 2021, we had
a net loss of approximately $5,000, which was comprised of formation costs of
approximately $5,000.

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Liquidity and Capital Resources
As of September 30, 2021, we had $25,000 of cash in our operating bank account
and $655,812 of working capital.
Our liquidity needs prior to the consummation of the Initial Public Offering
were satisfied through the payment of $25,000 from our Sponsor to cover for
certain offering costs on our behalf in exchange for issuance of Founder Shares,
and loan proceeds of $110,867 under a promissory note. We repaid the promissory
note in full on November 15, 2021. Our liquidity needs have been satisfied
through the net proceeds from the consummation of the Initial Public Offering
and the Private Placement. In addition, in order to finance transaction costs in
connection with a Business Combination, the Sponsor or an affiliate of the
Sponsor, or certain of the Company's officers and directors may, but are not
obligated to, provide the Company with working capital loans. As of
September 30, 2021, there were no amounts outstanding under any working capital
loans.
Based on the foregoing, management believes that the Company will have
sufficient working capital and borrowing capacity to meet its needs through the
earlier of the consummation of a Business Combination or one year from this
filing. Over this time period, the Company will be using the funds held outside
of the Trust Account for paying existing accounts payable, identifying and
evaluating prospective initial Business Combination candidates, performing due
diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and structuring,
negotiating and consummating the Business Combination.
Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible
that the virus could have a negative effect on the Company's financial position,
results of its operations, and/or search for a target company, the specific
impact is not readily determinable as of the date of these financial statements.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Off-Balance
Sheet Arrangements
As of September 30, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.
Commitments and Contractual Obligations
As of September 30, 2021, we did not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities.
Administrative Services Agreement
Commencing on the date of the Initial Public Offering, we entered into an
agreement to pay our Sponsor a total of $15,000 per month for secretarial and
administrative services and office space provided to members of our management
team. Upon completion of the Business Combination or the Company's liquidation,
the Company will cease paying these monthly fees. Our Sponsor, executive
officers and directors, or any of their respective affiliates will be reimbursed
for any
out-of-pocket
expenses incurred in connection with activities on our behalf such as
identifying potential target businesses and performing due diligence on suitable
business combinations.
Underwriting Agreement
On November 9, 2021, we granted the underwriters a
45-day
option to purchase up to 3,915,000 additional Units to cover over-allotments at
the Initial Public Offering price, less the underwriting discounts and
commissions. In connection with the Initial Public Offering, the underwriters
exercised the over-allotment option for 3,900,000 Units and forfeited the
remaining 15,000 Units.
The underwriters received a cash underwriting discount of $0.55 per Unit and
$0.55 per Over-Allotment Unit, or $16,500,000 in the aggregate, of which
$5,220,000 was paid upon the closing of the Initial Public Offering. The
representatives of the underwriters have agreed to defer underwriting
commissions of 3.5% of the gross proceeds of the Initial Public Offering and
5.5% of the gross proceeds from the partial exercise of the over-allotment
option. Upon and concurrently with the completion of our initial business
combination, $11,280,000, which constitutes the underwriters' deferred
commissions will be paid to the underwriters from the funds held in the Trust
Account.

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Critical Accounting Estimates
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the condensed financial statements, and income and
expenses during the periods reported. Actual results could materially differ
from those estimates. We have not identified any critical accounting estimates.
Recent Accounting Standards
In August 2020, the FASB issued Accounting Standards Update
2020-06,
"Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic
815-40)"
("ASU
2020-06"),
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments and simplifies the
derivative scope exception guidance pertaining to equity classification of
contracts in an entity's own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed
to and settled in an entity's own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use
the
if-converted
method for all convertible instruments. ASU
2020-06
is effective January 1, 2022 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on inception date.
The Company is currently assessing the impact, if any, that ASU
2020-06
would have on its financial position, results of operations or cash flows.
Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on our
condensed financial statements.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify as an
"emerging growth company" and under the JOBS Act will be allowed to comply with
new or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or
revised accounting standards on the relevant dates on which adoption of such
standards is required for
non-emerging
growth companies. As a result, our financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be adopted by the
PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's
report providing additional information about the audit and the financial
statements (auditor discussion and analysis) and (iv) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for a period of five years
following the completion of our Initial Public Offering or until we are no
longer an "emerging growth company," whichever is earlier.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule
12b-2
of the Exchange Act and are not required to provide the information otherwise
required under this item.

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