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,
pursuant to which Linqto will become a wholly-owned subsidiary of
BCSA (the "Transaction"). From and after the closing of the
Transaction, the combined company will operate as Linqto.
Linqto is a technology-enabled investment platform allowing
accredited investors to identify, evaluate, invest in, and make
liquid investments in the world's leading unicorns and other
private tech companies. Linqto's vision is to democratize private
investing by making it accessible, affordable, and liquid for
individual investors. Through an intuitive technology platform,
Linqto empowers individuals to participate in private venture
investments, which were once the exclusive domain of institutions
and privileged, ultra-wealthy people.
"This merger represents a significant milestone in Linqto's
journey towards growth and innovation in the private investing
space," said Joe Endoso, CEO of
Linqto. "We are excited about the opportunities it brings to
further enhance our platform and provide even greater value to our
investors. Our focus remains steadfast on driving growth and
expanding opportunities in the private markets."
Summary of Transaction
Pursuant to the Transaction, a special purpose vehicle and
wholly owned subsidiary of BCSA, will merge with and into Linqto,
with Linqto surviving the merger as a wholly owned subsidiary of
BCSA. Linqto's current outstanding common equity will be
canceled, and its shareholders will receive in exchange newly
issued shares of BCSA at an implied enterprise value of
approximately $700 million, subject to certain
adjustments.
Prior to the closing of the Transaction, BCSA will change its
jurisdiction of incorporation from the Cayman Islands to Delaware (the "Domestication"). In
connection with the Domestication, each outstanding BCSA ordinary
share will automatically convert into a share of common stock of
the Delaware entity on a
one-for-one basis.
The special committee and board of directors BCSA and the board
of directors of Linqto have both unanimously approved the
Transaction, which BCSA and Linqto expect to close in the second
half of 2024. The Transaction will require the approval of the
shareholders of both Linqto and BCSA and is subject to other
customary closing conditions identified in the business combination
agreement.
Additional Information
Investors seeking additional information about the Transaction,
including a copy of the business combination agreement, can consult
a Current Report on Form 8-K that BCSA will file with the
Securities and Exchange Commission ("SEC") and that will be
available at www.sec.gov. In addition, BCSA intends to file a
registration statement on Form S-4 with the SEC, which will include
a proxy statement/prospectus, and will file other documents
regarding the proposed Transaction with the SEC.
Advisors
Seward & Kissel LLP are acting as legal counsel to BCSA.
Lowenstein Sandler LLP are acting as legal counsel to
Linqto.
About BCSA
BCSA is a special purpose acquisition company formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization, or similar business combination
with one or more businesses or entities. BCSA is led by Chairman
and Managing Director Matthew Le
Merle, Chief Executive Officer and Managing Director
Lou Kerner, Managing Director
Alison Davis, and Chief Financial
Officer Mitchell Mechigian.
About Linqto
Linqto is a leading global financial technology investment
platform allowing accredited investors to identify, evaluate, and
make liquid investments in the world's leading unicorns and private
companies. Individual investors worldwide have used Linqto's
platform to make over US $390 million
in private investments in over 60 innovative, mid-to-late-stage,
VC-backed tech companies in a diverse range of sectors, including
fintech, artificial intelligence software and chips, space tech,
blockchain, health tech, sustainable materials, and autonomous
vehicles. With a rapidly growing community of more than 750,000
users in 110 countries, Linqto is a leader in democratizing access
to private markets. To learn more, please visit:
www.linqto.com.
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 SEC that will include a prospectus with respect to
the combined company'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 and
other proposals, as applicable, in accordance with the business
combination agreement. This press release 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 Linqto 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 SEC because these documents will contain
important information about BCSA, Linqto 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 and warrant
holders of BCSA as of a record date to be established for voting on
the proposed business combination. Once available, shareholders and
warrant holders of BCSA will also be able to obtain a copy of the
registration statement on Form S-4, including the proxy
statement/prospectus, and other documents filed with the SEC,
without charge, by directing a request to: Blockchain Coinvestors
Acquisition Corp. I, PO Box 1093, Boundary Hall Cricket Square,
Grand Cayman KY1-1102,
Cayman Islands, Attn: Secretary.
The preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, can also be
obtained, without charge, at the SEC's website (www.sec.gov).
Participants in the Solicitation
BCSA and Linqto and their respective directors, executive
officers, other members of management, and employees may, under SEC
rules, be deemed to be participants in the solicitation of proxies
of BCSA's shareholders with respect to the potential Transaction
described in this press release. Information about the persons who
may, under SEC rules, be deemed to be participants in the
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 SEC. Such
shareholders will be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed with the SEC, once available, free of charge,
at the SEC's website at www.sec.gov or by directing a request to:
Blockchain Coinvestors Acquisition Corp. I, PO Box 1093, Boundary
Hall Cricket Square, Grand Cayman
KY1-1102, Cayman Islands, Attn:
Secretary.
No Offer or Solicitation
This press release 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, Linqto or the combined company, 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 of 1933, as amended (the "Securities Act").
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended, that are based on
beliefs and assumptions and on information currently available. In
some cases, you can identify forward-looking statements by the
following words: "may," "will," "could," "would," "should,"
"expect," "intend," "plan," "anticipate," "believe," "estimate,"
"predict," "project," "potential," "continue," "ongoing" or the
negative of these terms or other comparable terminology, although
not all forward-looking statements contain these words. These
statements involve risks, uncertainties and other factors that may
cause actual results, levels of activity, performance or
achievements to be materially different from the information
expressed or implied by these forward-looking statements. Although
we believe that we have a reasonable basis for each forward-looking
statement contained in this press release, we caution you that
these statements are based on a combination of facts and factors
currently known by us and our projections of the future, about
which we cannot be certain. Forward-looking statements in this
press release include, but are not limited to, statements regarding
the proposed business combination, including the timing and
structure of the Transaction, the proceeds of the Transaction, the
initial market capitalization of the combined company, the benefits
of the Transaction and the combined company's future financial
performance, as well as statements about the potential attributes
and benefits of Linqto's investment platform, the potential market
opportunity, and the development and performance of Linqto. We
cannot assure you that the forward-looking statements in this press
release will prove to be accurate. These forward looking statements
are subject to a number of risks and uncertainties, including,
among others, the ability to complete the business combination due
to the failure to obtain approval from BCSA's shareholders or
satisfy other closing conditions in the business combination
agreement, the occurrence of any event 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 Linqto or BCSA following announcement of the
Transaction, the outcome of any potential government and/or
regulatory proceedings, investigations and inquiries, the risk that
the proposed business combination disrupts Linqto's business
operations, the ability to recognize the anticipated benefits of
the business combination, costs related to the business
combination, the amount of redemption requests made by BCSA's
shareholders which could leave the combined company with
insufficient cash to grow its business, changes in applicable laws
or regulations, that Linqto will have sufficient capital upon the
approval of the Transaction to operate as anticipated, and other
risks and uncertainties, including those to be included under the
header "Risk Factors" in the registration statement on Form S-4 to
be filed by BCSA with the SEC and those included under the header
"Risk Factors" in the final prospectus of BCSA related to its
initial public offering. In light of the significant uncertainties
in these forward-looking statements, you should not regard these
statements as a representation or warranty by us or any other
person that we will achieve our objectives and plans in any
specified time frame, or at all. The forward-looking statements in
this press release represent our views as of the date of this press
release. We anticipate that subsequent events and developments will
cause our views to change. Except as otherwise required by
applicable law, Linqto and BCSA disclaim any duty to update any
forward-looking statements. You should, therefore, not rely on
these forward-looking statements as representing our views as of
any date subsequent to the date of this press release.
Contacts
Blockchain Coinvestors Acquisition Corp.
I
Matthew Yemma
RFB | Peaks Strategies
matthew.yemma@rfbinder.com
Linqto, Inc.
Gabriella
Velez
5W PR
linqto@5wpr.com
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