BCSAU Blockchain Coinvestors Acquisition Corporation I

PROXY STATEMENT — DATED DECEMBER [●], 2022

BLOCKCHAIN COINVESTORS ACQUISITION CORP. I

PO Box 1093, Boundary Hall

Cricket Square, Grand Cayman

KY1-1102, Cayman Islands

PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON JANUARY [●], 2023

You are cordially invited to attend the Extraordinary General Meeting (the “Extraordinary General Meeting”) of Blockchain Coinvestors Acquisition Corp. I (“BCSA,” “we,” “us” or “our”), to be held at [●] [a.m./p.m.] Eastern Time, on January [●], 2023. You will be able to attend the Extraordinary General Meeting online, vote, and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/blockchaincac1/2023. While shareholders are encouraged to attend the meeting virtually, you will be permitted to attend the Extraordinary General Meeting in person at the offices of Perkins Coie LLP located at 1120 NW Couch Street, 10th Floor, Portland, OR 97209, United States of America.

The Extraordinary General Meeting is being held to consider and vote upon the following proposals:

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described herein. You will be able to attend and participate in the Extraordinary General Meeting online by visiting https://www.cstproxy.com/blockchaincac1/2023. Please see “Questions and Answers about the Extraordinary General Meeting — How do I attend the Extraordinary General Meeting?” for more information.

On November 10, 2022, BCSA entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), with BCSA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Qenta Inc., a Delaware corporation (“Qenta”). The Business Combination Agreement provides for, among other things, the following transactions: (i) BCSA will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication, (A) BCSA’s name will be changed to “Qenta Inc.” (“New Qenta”) and (B) each of the Class A ordinary shares, par value $0.0001 per share (the “public shares” or “Class A ordinary shares”), and Class B ordinary shares, par value $0.00009 per share (the “founder shares” or “Class B ordinary shares” and together with the public shares, the “ordinary shares”), will become one share of common stock of New Qenta (the “New Qenta Common Stock”); and (ii) following the Domestication, Merger Sub will merge with and into Qenta, with Qenta as the surviving company in the merger and continuing as a wholly-owned subsidiary of New Qenta (the “Merger,” and together with the Domestication and the other transactions contemplated by the Business Combination Agreement, the “Proposed Business Combination”).

The sole purpose of the Extension Amendment Proposal is to provide BCSA with sufficient time to complete the Proposed Business Combination, or any potential alternative merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving BCSA and one or more

businesses (a “business combination”). BCSA’s prospectus for its IPO and its current Governing Documents provide that BCSA has until May 15, 2023, or 18 months after the closing date of its IPO (the “Current Outside Date”), to complete a business combination. While BCSA and the other parties to the Business Combination Agreement are working toward satisfaction of the conditions to completion of the Proposed Business Combination, BCSA’s Board believes that there may not be sufficient time to complete the U.S. Securities and Exchange Commission (the “SEC”) review process and hold an extraordinary general meeting to obtain shareholder approval of and consummate the Proposed Business Combination, or any potential alternative initial business combination, by the Current Outside Date. If BCSA were precluded from completing its initial business combination by the Current Outside Date, BCSA would be forced to liquidate even if its shareholders are otherwise in favor of consummating such business combination. The Board believes that the initial business combination opportunity with Qenta is compelling and has determined that it is in the best interests of BCSA and its shareholders to extend the Current Outside Date to the Extended Date and have BCSA’s shareholders approve the Extension Amendment Proposal.

If the Extension Amendment Proposal is approved, BCSA plans to hold another general meeting prior to the Extended Date in order to seek shareholder approval of the Proposed Business Combination, or any potential alternative initial business combination, and related proposals. For more information regarding the Proposed Business Combination and the Business Combination Agreement, please read BCSA’s Current Report on Form 8-K relating to the Business Combination that was filed with the SEC on November 10, 2022, including the complete text of the Business Combination Agreement filed as an exhibit thereto.

The purpose of the Adjournment Proposal is to allow BCSA to adjourn the Extraordinary General Meeting to a later date or dates if BCSA determines that additional time is necessary to either permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or if BCSA determines that additional time is necessary to effectuate the Extension, or the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal. The Board may exercise its discretion to adjourn the Extraordinary General Meeting indefinitely in the event redemptions are received in an aggregated amount that would cause the amounts held in the trust account to be reduced below $40.0 million.

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of BCSA’s issued and outstanding ordinary shares present in person (including via live webcast) or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

As of the date of this proxy statement, BCSA’s sponsor, Blockchain Coinvestors Acquisition Sponsors I LLC (the “Sponsor”), and BCSA’s independent directors hold in aggregate [10,000,000] founder shares. In addition, the Sponsor holds [1,322,000] shares of Class A ordinary shares underlying the 1,322,000 private placement units which the Sponsor purchased in a private placement concurrently with the consummation of the IPO. Accordingly, the shares held by the Sponsor and BCSA’s independent directors (collectively, the “initial shareholders”) represent approximately [27.4]% of BCSA’s outstanding ordinary shares.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. The Extension Amendment Proposal is also conditioned upon the receipt of redemptions in an aggregate amount that would not cause the amounts held in the trust account to be reduced below $40.0 million (the “minimum balance condition”), which, for illustrative purposes, would require the redemption of not more than approximately [●]% of the public shares, calculated based on a $[●] redemption price as of the record date. The Board reserves the right to waive such condition and proceed with the Extension Amendment Proposal, in its sole discretion. In addition, BCSA’s Governing Documents require that BCSA not proceed with the Extension if the number of redemptions of its public shares causes BCSA to have less than $5,000,001 of net tangible assets, which requirement may not be waived by the Board.

The Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued ordinary shares present in person (including via live webcast) or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

BCSA’s Board has fixed the close of business on December 28, 2022 as the record date for determining BCSA’s shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of BCSA’s ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten days before the Extraordinary General Meeting at https://www.cstproxy.com/blockchaincac1/2023 for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.

In connection with the Extension Amendment Proposal, if approved by the requisite vote of shareholders, holders of public shares (“public shareholders”) may elect to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by BCSA in connection with its IPO (the “trust account”) as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares (the “Election”), subject to certain limitations, regardless of whether such public shareholders vote on the Extension Amendment Proposal. However, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A ordinary shares without the prior consent of BCSA. The initial shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendments to BCSA’s Governing Documents, including a vote to approve an extension to the Current Outside Date.

If the Extension Amendment Proposal is approved by the requisite vote of shareholders, and BCSA receives redemptions in an amount that would allow at least $40.0 million to be retained in the trust account in satisfaction of the minimum balance condition or the minimum balance condition is waived, then the Withdrawal Amount (as defined below) will be withdrawn from the trust account and paid to the redeeming public shareholders with respect to the portion of public shares that were validly redeemed as described above.

If the Extension is effectuated, the remaining public shareholders will retain the opportunity to have their public shares redeemed in conjunction with the consummation of the Proposed Business Combination, or any potential alternative initial business combination, subject to any limitations set forth in the Governing Documents. In addition, the remaining public shareholders will be entitled to have their public shares redeemed for cash if BCSA has not completed a business combination by the Extended Date.

The withdrawal of funds from the trust account in connection with the Election will reduce the amount held in the trust account following the Election, and the amount remaining in the trust account after such withdrawal may be only a fraction of the $306.0 million, plus accrued interest (less any funds used to pay taxes) that was in the trust account as of the record date. In such event, BCSA may still seek to obtain additional funds to complete the Business Combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

BCSA estimates that the per-share price at which the public shares may be redeemed from cash held in the trust account will be approximately $[●], for illustrative purpose, calculated as of December 28, 2022, the record date of the Extraordinary General Meeting. On the record date, the closing price of BCSA’s Class A ordinary shares on The Nasdaq Stock Exchange (“Nasdaq”) was $[●]. BCSA cannot assure public shareholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or appropriate, either (x) to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the Extension Amendment Proposal or (y) the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to

proceed with the Extension Amendment Proposal. The Adjournment Proposal will only be presented to BCSA’s shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.

If the Extension Amendment Proposal is not approved, BCSA may again seek to extend the Current Outside Date. If the Extension Amendment Proposal is not approved, the Current Outside Date is not otherwise extended and BCSA does not consummate an initial business combination by the Current Outside Date, in accordance with its Governing Documents, BCSA 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 BCSA to pay its franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any, subject to applicable law); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of BCSA’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to BCSA’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws. In addition, there will be no redemption rights or liquidating distributions with respect to BCSA’s warrants, including the warrants included in the units sold in the IPO (the “public warrants”), which will expire worthless in the event BCSA winds up, liquidates and dissolves.

BCSA’s initial shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendments to BCSA’s Governing Documents, including a vote to approve an extension to the Current Outside Date.

The Sponsor has agreed that it will be liable to BCSA if and to the extent any claims by a third party for services rendered or products sold to BCSA, or a prospective target business with which BCSA has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under BCSA’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, BCSA has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of BCSA. Therefore, BCSA cannot assure that its Sponsor would be able to satisfy those obligations.

If the Extension Amendment Proposal is approved, such approval will constitute consent for BCSA to (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by BCSA to complete the Proposed Business Combination, or any potential alternative initial business combination, on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on such business combination through the Extended Date if the Extension Amendment Proposal is approved.

BCSA’s Board has fixed the close of business on December 28, 2022 as the date for determining BCSA shareholders entitled to receive notice of and vote at the Extraordinary General Meeting. Only record holders of BCSA’s ordinary shares at the close of business on the record date are entitled to vote or have their votes cast at

the Extraordinary General Meeting. On the record date, there were [31,322,000] Class A ordinary shares issued and outstanding, which includes an aggregate of [1,322,000] private placement shares, and [10,000,000] Class B ordinary shares issued and outstanding, which vote together as a single class with respect to the Extension Amendment Proposal and, if presented, the Adjournment Proposal. BCSA’s warrants do not have voting rights in connection with either the Extension Amendment Proposal or the Adjournment Proposal.

This proxy statement contains important information about the Extraordinary General Meeting and the proposals to be voted on at the Extraordinary General Meeting. Please read it carefully and vote your shares.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement that are not purely historical are “forward-looking statements.” Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement may include, without limitation, statements about:

The forward-looking statements contained in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” and elsewhere in this proxy statement, and under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, as amended, our subsequently filed Quarterly Reports on Form 10-Q, and any other documents filed by BCSA with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire proxy statement, including the annex to this proxy statement.

Why am I receiving this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the Extraordinary General Meeting, or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Extraordinary General Meeting.

BCSA is a blank check company incorporated on June 11, 2021, as a Cayman Islands exempted company, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses.

In connection with the formation of the Sponsor, the Sponsor received [10,000,000] Class B ordinary shares for a per share purchase price of approximately $0.003. Prior to the IPO, our Sponsor transferred 50,000 of its founder shares to each of Colin Weil, Gary Cookhorn and Rebecca Macieira-Kaufmann, in each case, at their original per share purchase price. As of the date of this proxy statement, the initial shareholders continue to own an aggregate of [10,000,000] founder shares.

On November 15, 2021, BCSA consummated its IPO of 30,000,000 units (the “units”), each consisting of one Class A ordinary share (the “public shares”) and one-half of one redeemable warrant (the “public warrants”) including the issuance of 3,900,000 units as a result of the underwriters’ partial exercise of their over-allotment option, at $10.00 per unit, generating gross proceeds of $300,000,000.00.

Simultaneously with the closing of the IPO, BCSA consummated the sale of an aggregate of 1,322,000 private placement units, each consisting of one Class A ordinary share and one-half of one redeemable warrant (the “private placement warrants”), at a price of $10.00 per private placement unit in a private placement to our Sponsor, generating gross proceeds to BCSA of $13,220,000.00. As of the date of this proxy statement, the Sponsor owns an aggregate of [1,322,000] private placement units.

Following the closing of the IPO on November 15, 2021, an amount of $306.0 million ($10.20 per unit) out of the net proceeds of the sale of the units in the IPO and the sale of the private placement units was placed in the trust account, which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (“Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to approve certain amendments to our Governing Documents, including a vote to approve an extension to the Current Outside Date, and (c) the redemption of our public shares if we are unable to complete the initial business combination within the period provided in our Governing Documents. Like most blank check companies, our Governing Documents provide for the return of the IPO proceeds held in the trust account to the public shareholders if we do not consummate a qualifying business combination on or before a certain date. In our case, such date is May 15, 2023. As of the record date, BCSA had approximately $[●] of cash remaining in the trust account.

Our Board has determined that it is in the best interests of BCSA to further amend the Governing Documents to extend the date we have to consummate a business combination to November 15, 2023 in order to allow BCSA more time to complete the Proposed Business Combination, or any potential alternative initial business combination. Therefore, our Board is submitting the proposals described in this proxy statement for the shareholders to vote upon.

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What is being voted on?

You are being asked to vote on each of the Extension Amendment Proposal and, if presented, the Adjournment Proposal. Both proposals are described below:

What are the purposes of the Extension Amendment Proposal and the Adjournment Proposal?

On November 10, 2022, we entered into the Business Combination Agreement with Merger Sub and Qenta Inc. The sole purpose of the Extension Amendment Proposal is to provide us with sufficient time to complete our initial business combination. Our prospectus for the IPO and current Governing Documents provide that BCSA has until the Current Outside Date (May 15, 2023) to complete a business combination. While we and the other parties to the Business Combination Agreement are working toward satisfaction of the conditions to completion of the Proposed Business Combination, our Board believes that there may not be sufficient time to complete the SEC review process and hold an extraordinary general meeting to obtain shareholder approval of and consummate the Proposed Business Combination by the Current Outside Date.

The purpose of the Adjournment Proposal is to allow BCSA to adjourn the Extraordinary General Meeting to a later date or dates if we determine that additional time is necessary either to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension or the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal. The Board may exercise its discretion to adjourn the Extraordinary General Meeting indefinitely in the event redemptions are received in an aggregated amount that would cause the amounts held in the trust account to be reduced below $40.0 million.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. The Extension Amendment Proposal is also conditioned upon the receipt of redemptions in an amount that would not cause the amounts held in the trust account to be reduced below $40.0 million. The Board reserves the right to waive such minimum balance condition and proceed with the Extension Amendment Proposal, in its sole discretion. In addition, our Governing Documents require that BCSA not proceed with the Extension if the number of redemptions of our public shares causes BCSA to have less than $5,000,001 of net tangible assets, which requirement may not be waived by the Board.

If the Extension Amendment Proposal is approved, such approval will constitute consent for BCSA to remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for BCSA’s use in connection with consummating a business combination on or before the Extended Date.

If the Extension Amendment Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the Election. BCSA cannot predict the amount that will remain in the trust account after

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such withdrawal if the Extension Amendment Proposal is approved and the amount remaining in the trust account may be only a fraction of the $306.0 million, plus accrued interest (less any funds used to pay taxes) that was in the trust account as of the record date. In such event, BCSA may still seek to obtain additional funds to complete its initial business combination and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If the Extension Amendment Proposal is not approved, we may again seek to extend the Current Outside Date. If the Extension Amendment Proposal is not approved, the Current Outside Date is not otherwise extended and BCSA has not consummated an initial business combination by the Current Outside Date, BCSA 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 us to pay our franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In addition, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event BCSA winds up, liquidates and dissolves.

The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.

Our initial shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendments to BCSA’s Governing Documents, including a vote to approve an extension to the Current Outside Date. In addition, they have agreed to waive their right to receive liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by the Current Outside Date.

Why is BCSA proposing the Extension Amendment Proposal and the Adjournment Proposal?

Our Governing Documents provide for the return of the IPO proceeds held in trust to the holders of our public shares if we have not consummated a qualifying business combination by the Current Outside Date. While we and the other parties to the Business Combination Agreement are working toward satisfaction of the conditions to completion of the Proposed Business Combination, our Board believes that there may not be sufficient time to complete the SEC review process and hold an extraordinary general meeting to obtain shareholder approval of and consummate the Proposed Business Combination, or any potential alternative initial business combination, by the Current Outside Date. Accordingly, we have determined to seek shareholder approval to extend the Current Outside Date to the Extended Date.

The sole purpose of the Extension Amendment Proposal is to provide BCSA with sufficient time to complete its initial business combination, which our Board believes is in the best interest of our shareholders. We believe that given our expenditure of time, effort and money on searching for potential business combination opportunities, circumstances warrant providing public shareholders an opportunity to consider the Proposed Business Combination, or any potential alternative initial business combination.

The purpose of the Adjournment Proposal is to allow BCSA to adjourn the Extraordinary General Meeting to a later date or dates if we determine that additional time is necessary either to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or if we

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determine that additional time is necessary to effectuate the Extension or the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal. Accordingly, our Board is proposing the Extension Amendment Proposal and, if necessary, the Adjournment Proposal to extend BCSA’s corporate existence until the Extended Date.

You are not being asked to vote on any proposed business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on the Proposed Business Combination, or any potential alternative initial business combination, when and if such business combination is submitted to the public shareholders (provided that you are a shareholder on the record date for a meeting to consider such business combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event any proposed business combination is approved and completed or BCSA has not consummated a business combination by the Extended Date.

Why should I vote for the Extension Amendment Proposal?

Our Board believes shareholders will benefit from BCSA consummating a business combination and is proposing the Extension Amendment Proposal to extend the date by which BCSA must complete a business combination until the Extended Date. The Extension would give BCSA the opportunity to complete the Proposed Business Combination, or any potential alternative initial business combination, which our Board believes in the best interests of the shareholders.

Our Governing Documents provide that if our shareholders approve an amendment to our Governing Documents that would affect the substance or timing of our obligation to redeem 100% of BCSA’s public shares if BCSA does not complete a business combination by the Current Outside Date, we will provide our public shareholders with the opportunity to redeem all or a portion of their public shares in connection with such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. This provision was included in the Governing Documents to protect our shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the Governing Documents. We also believe, however, that given our expenditure of time, effort and money on pursuing potential business combination opportunities, circumstances warrant providing our public shareholders an opportunity to consider the Proposed Business Combination, or any potential alternative initial business combination.

Our Board recommends that you vote in favor of the Extension Amendment Proposal, but expresses no opinion as to whether you should redeem your public shares.

Why should I vote for the Adjournment Proposal?

If the Adjournment Proposal is presented and not approved by our shareholders, our Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

Our Board recommends that you vote in favor of the Adjournment Proposal.

How do BCSA insiders intend to vote their shares?

The Sponsor, which is an affiliate of certain members of the Board and BCSA’s management team, and the other initial shareholders are expected to vote any ordinary shares over which they have voting control in favor of both of the proposals. The initial shareholders waived their rights to redeem their founder shares and/or public shares, as applicable. On the record date, the initial shareholders beneficially owned and were entitled to vote [10,000,000] founder shares and [1,322,000] private placement shares, which represent [27.4]% of BCSA’s issued and outstanding ordinary shares.

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In addition, the Sponsor, directors, executive officers or any of their respective affiliates, may purchase public shares or public warrants in privately negotiated transactions or in the open market prior to or following the Extraordinary General Meeting, although they are under no obligation to do so. Such public shares purchased by our Sponsor, directors, executive officers or any of their respective affiliates would be (a) purchased at a price no higher than the redemption price for the public shares, which is currently estimated to be $[•] per share, calculated based on the trust account amount as of the record date, and (b) would not be (i) voted by the Sponsor, directors, executive officers or their respective affiliates at the Extraordinary General Meeting and (ii) redeemable by the Sponsor, directors, executive officers or their respective affiliates. Any such purchases that are completed after the record date for the Extraordinary General Meeting may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Amendment Proposal and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the Extraordinary General Meeting are approved by the requisite number of votes and to reduce the number of public shares that are redeemed. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment Proposal and elected to redeem their shares for a portion of the trust account. None of the Sponsor, directors, executive officers or their respective affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.

Does the Board recommend voting for the approval of the Extension Amendment Proposal and, if presented, the Adjournment Proposal?

Yes. After careful consideration of the terms and conditions of the proposals, the Board has determined that the Extension Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of BCSA and its shareholders. The Board unanimously recommends that shareholders vote “FOR” both the Extension Amendment Proposal and, if presented, the Adjournment Proposal.

What vote is required to adopt the Extension Amendment Proposal?

Approval of the Extension Amendment Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding ordinary shares present in person (including via live webcast) or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter, including those shares held as a constituent part of our units, on the record date. As of the date of this proxy statement, the initial shareholders hold approximately [27.4]% of BCSA’s outstanding ordinary shares.

If the Extension Amendment Proposal is approved and the Extension is implemented, any holder of public shares may redeem all or a portion of their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. However, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A ordinary shares without the prior consent of BCSA.

Additionally, as described in the section entitled “Proposal No. 1 — The Extension Amendment Proposal — Redemption Rights”, if we receive redemptions in an amount would cause the amounts held in the trust account to be reduced below $40.0 million, the Board may abandon the Extension Amendment Proposal. The Board reserves the right to waive such minimum balance condition and proceed with the Extension Amendment Proposal, notwithstanding such minimum balance condition, in its sole discretion. In addition, we will not proceed with the Extension if the number of redemptions of our Public Shares causes BCSA to have less than $5,000,001 of net tangible assets, which requirement may not be waived by the Board.

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What vote is required to adopt the Adjournment Proposal?

If presented, the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued ordinary shares present in person (including via live webcast) or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

If the Adjournment Proposal is presented, what is the Resolution to be voted upon?

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the general meeting be adjourned to a later date or dates to be determined by the chairman of the general meeting, either (x) to permit further solicitation and vote of proxies or (y) because the board of directors has determined that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.”

What happens if I sell my public shares or units before the Extraordinary General Meeting?

The December 28, 2022 record date is earlier than the date of the Extraordinary General Meeting. If you transfer your public shares, including those shares held as a constituent part of our units, after the record date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary General Meeting. If you transfer your public shares prior to the record date, you will have no right to vote those shares at the Extraordinary General Meeting. If you acquired your public shares after the record date, you will still have an opportunity to redeem them if you so decide.

What if I don’t want to vote for the Extension Amendment Proposal and/or the Adjournment Proposal?

If you do not want the Extension Amendment Proposal or, if presented, the Adjournment Proposal to be approved, you must vote “AGAINST” such proposal. If the Extension Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming holders.

Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.

Will you seek any further extensions to liquidate the trust account?

Other than the extension until the Extended Date as described in this proxy statement, we do not currently anticipate seeking any further extension to consummate our initial business combination, although we may determine to do so in the future.

What happens if the Extension Amendment Proposal is not approved?

If the Extension Amendment Proposal is not approved, BCSA may again seek to extend the Current Outside Date. If the Extension Amendment Proposal is not approved, the Current Outside Date is not otherwise extended and BCSA has not consummated an initial business combination by the Current Outside Date, BCSA 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 us to pay our franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive

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further liquidation distributions, if any, subject to applicable law); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws. In addition, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event that BCSA winds up, liquidates and dissolves.

Our initial shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendments to our Governing Documents, including a vote to approve an extension to the Current Outside Date. In addition, they have agreed to waive their right to receive liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by the Current Outside Date.

If the Extension Amendment Proposal is approved, what happens next?

If the Extension Amendment Proposal is approved, BCSA will continue to attempt to consummate its initial business combination until the Extended Date.

In addition, the removal of the Withdrawal Amount from the trust account, if any, will reduce the amount remaining in the trust account and increase the percentage interest of BCSA ordinary shares held by our initial shareholders through the founder shares.

If the Extension Amendment Proposal is approved, we will file an amendment to our Governing Documents with the Registrar of Companies of the Cayman Islands in the form of Annex A hereto. BCSA will remain a reporting company under the Exchange Act, and our units, public shares, and public warrants will remain publicly traded.

How are the funds in the trust account currently being held?

The funds in the trust account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. As of the record date, amounts held in the trust account included approximately $[●] of accrued interest.

Please also read see the section entitled “Risk Factors — If we were deemed to be an investment company for purposes of the Investment Company Act, our activities would be severely restricted, we would be required to institute burdensome compliance requirement and we may be forced to abandon our efforts to complete an initial business combination, including the Proposed Business Combination, and instead be required to liquidate BCSA. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, have to liquidate the securities held in the trust account and instead hold all funds in the trust account in cash until the earlier of the consummation of our initial business combination or our liquidation. Following any such liquidation, we will likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount that our public shareholders would receive upon any redemption or liquidation of BCSA.”

If I do not redeem my shares now, would I still be able to vote on an initial business combination and exercise my redemption rights with respect to an initial business combination?

Yes. If you do not redeem your shares in connection with the Extension Amendment Proposal, then, assuming you are a shareholder as of the record date for voting on the Proposed Business Combination, or any potential alternative initial business combination, you will be able to vote on such business combination when it is submitted to shareholders. You will also retain your right to redeem your public shares upon consummation of such business combination, subject to any limitations set forth in the Governing Documents.

When and where is the Extraordinary General Meeting?

The Extraordinary General Meeting will be held at [●] [a.m./p.m.] Eastern Time, on January [●], 2023, at the offices of Perkins Coie LLP located at 1120 NW Couch Street, 10th Floor, Portland, OR 97209, United States of

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America, or virtually via live webcast. You will be able to attend the Extraordinary General Meeting online, vote, and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/blockchaincac1/2023 and entering the control number found on your proxy card, voting instruction form or notice included in your proxy materials. We encourage you to access the Extraordinary General Meeting webcast prior to the start time. Online check-in will begin fifteen minutes prior to the start time of the Extraordinary General Meeting, and you should allow ample time for the check-in procedures. While shareholders are encouraged to attend the meeting virtually, you will be permitted to attend the Extraordinary General Meeting in person at the offices of Perkins Coie LLP.

How do I attend the virtual Extraordinary General Meeting, and will I be able to ask questions?

If you are a registered shareholder, you received a proxy card from our transfer agent, Continental Stock Transfer & Trust Company (“transfer agent”). The form contains instructions on how to attend the virtual annual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the transfer agent by phone at (917) 262-2373, or email at proxy@continentalstock.com.

You can pre-register to attend the virtual meeting starting January [●], 2023 at [●] [a.m./p.m.] Eastern Time (five business days prior to the Extraordinary General Meeting date). Enter the URL address into your browser https://www.cstproxy.com/blockchaincac1/2023, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Extraordinary General Meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting.

Beneficial holders, who own their investments through a bank or broker, will need to contact the transfer agent to receive a control number. If you plan to vote at the Extraordinary General Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the transfer agent will issue you a guest control number with proof of ownership. Either way you must contact the transfer agent for specific instructions on how to receive the control number at the phone number or email address above. Please allow up to 72 hours prior to the Extraordinary General Meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the Extraordinary General Meeting by dialing 1-800-450-7155, within the U.S. and Canada, or +1-857-999-9155 (standard rates apply) outside the U.S. and Canada; when prompted enter the pin number 9691363#. This is listen only, you will not be able to vote or enter questions during the Extraordinary General Meeting.

How do I vote?

If you are a holder of record of BCSA’s ordinary shares, including those shares held as a constituent part of our units, you may vote at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting virtually or in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Extraordinary General Meeting and vote in person or virtually if you have already voted by proxy.

If your ordinary shares of BCSA, including those shares held as a constituent part of our units, are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting, whether in person or via live webcast. However, since you are not the shareholder of record, you may not vote your shares virtually at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.

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How do I change my vote?

If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the Extraordinary General Meeting or by voting virtually at the Extraordinary General Meeting. Attendance at the Extraordinary General Meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to BCSA at:

Blockchain Coinvestors Acquisition Corp. I

PO Box 1093, Boundary Hall

Cricket Square, Grand Cayman

KY1-1102, Cayman Islands

Attn: Corporate Secretary

How are votes counted?

Votes will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes for the Extension Amendment Proposal.

Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Extension Amendment Proposal or, if presented, the Adjournment Proposal. Since the Adjournment Proposal is considered a routine matter, brokers shall be entitled to vote on the Adjournment Proposal absent voting instructions, and thus there should be no broker non-votes with respect to the Adjournment Proposal. For more information regarding broker non-votes, please read the question “If my shares are held in “street name,” will my broker automatically vote them for me?” below.

If my shares are held in “street name,” will my broker automatically vote them for me?

No. Holders of ordinary shares that are held in street name must instruct their bank or brokerage firm that holds their shares how to vote their shares. If you do not give instructions to your bank or brokerage firm, the bank or brokerage firm will nevertheless be entitled to vote your shares with respect to “routine” items, but it will not be permitted to vote your shares with respect to “non-routine” items. In the case of a non-routine item, such shares will be considered “broker non-votes” on that proposal.

Proposal 1 - The Extension Amendment Proposal is a matter that we believe will be considered “non-routine.”

Proposal 2 - The Adjournment Proposal is a matter that we believe will be considered “routine.”

Banks or brokerages cannot use discretionary authority to vote shares on the Extension Amendment Proposal if they have not received instructions from their clients. Your broker can tell you how to provide these instructions. Please submit your vote instruction form so your vote is counted.

What is a quorum requirement?

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if the holders of at least a majority of our ordinary shares, including those shares held as a constituent part of our units, are represented in person (including via live webcast) or by proxy at the Extraordinary General Meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairperson of the Extraordinary General Meeting may adjourn the Extraordinary General Meeting to another date.

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Who can vote at the Extraordinary General Meeting?

Only holders of record of BCSA’s ordinary shares, including those shares held as a constituent part of our units, at the close of business on December 28, 2022, are entitled to have their vote counted at the Extraordinary General Meeting and any adjournments or postponements thereof. On the record date, [31,322,000] Class A ordinary shares and [10,000,000] Class B ordinary shares were outstanding and entitled to vote.

Shareholder of Record: Shares Registered in Your Name. If on the record date your shares or units were registered directly in your name with BCSA’s transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote virtually at the Extraordinary General Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary General Meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares or units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting in person or virtually. However, since you are not the shareholder of record, you may not vote your shares in person or virtually at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.

What interests do BCSA’s directors and executive officers have in the approval of the Extension Amendment Proposal?

BCSA’s directors and executive officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include ownership by them of founder shares, and warrants that may become exercisable in the future, and the possibility of future compensatory arrangements. See the section entitled “Proposal No. 1 — The Extension Amendment — Interests of BCSA’s Directors and Officers.”

What if I object to the Extension Amendment Proposal and/or the Adjournment Proposal? Do I have dissenters’ rights?

Neither Cayman Islands nor BCSA’s Governing Documents provide shareholders with dissenters’ rights in connection with either the Extension Amendment Proposal or, if presented, the Adjournment Proposal.

What happens to BCSA’s warrants if the Extension Amendment Proposal is not approved?

If the Extension Amendment Proposal is not approved, we may again seek to extend the Current Outside Date. If the Extension Amendment Proposal is not approved, the Current Outside Date is not otherwise extended and we have not consummated an initial business combination by the Current Outside Date, our Governing Documents require that BCSA liquidate and dissolve, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws. There will be no distribution from the trust account with respect to our warrants, which will expire worthless in the event BCSA winds up, liquidates and dissolves.

Our initial shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendments to our Governing Documents, including a vote to approve an extension to the Current Outside Date. In addition, they have agreed to waive their right to receive liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by the Current Outside Date.

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What happens to BCSA’s warrants if the Extension Amendment Proposal is approved?

If the Extension Amendment Proposal is approved, we will continue our efforts to consummate the Proposed Business Combination, or a potential alternative initial business combination, until the Extended Date and will retain the blank check company restrictions previously applicable to us. Our warrants will remain outstanding in accordance with their terms.

How do I redeem my public shares?

If the Extension Amendment Proposal is approved and the Extension is implemented, each public shareholder may seek to redeem all or a portion of his or her public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the approval of the Extension, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the total number of then outstanding public shares. However, public shareholders will only be entitled to receive cash for any public shares to be redeemed only if they:

(i) (a) hold public shares or (b) hold public shares through units and elect to separate their units into the underlying public shares and public warrants prior to exercising their redemption rights with respect to the public shares; and

(ii) prior to 5:00 p.m. Eastern Time, on January [●], 2023 (two business days prior to the scheduled vote at the Extraordinary General Meeting), (a) submit a written request, including the name, phone number, and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, BCSA’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30^th Floor, New York, New York 10004, Attn: Mark Zimkind (e-mail: mzimkind@continentalstock.com), that BCSA redeem their public shares for cash and (b) tender or deliver their shares to the transfer agent (and share certificates (if any) and other redemption forms), physically or electronically through The Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal and regardless of whether they hold public shares on the record date.

If you hold your shares through a bank or broker, you must ensure your bank or broker complies with the requirements identified herein, including submitting a written request that your shares be redeemed for cash to the transfer agent and delivering your shares to the transfer agent prior to 5:00 p.m. Eastern Time on January [●], 2023 (two business days before the scheduled vote at the Extraordinary General Meeting). You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension Amendment and Election.

Through DTC’s DWAC (Deposit/Withdrawal at Custodian) System, this electronic delivery process can be accomplished by the shareholder, whether it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and BCSA’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is our understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. BCSA does not have any control over this process or over the brokers or

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DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment Proposal will not be redeemed for cash held in the trust account. In the event that a public shareholder tenders its shares and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender with the consent of the Board. If you have tendered or delivered your shares for redemption to our transfer agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above under the question titles “How do I redeem my public shares?”. In the event that a public shareholder tenders shares and the Extension Amendment Proposal is not approved, or is approved but the Extension is not implemented, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment Proposal will not be approved or that the Extension will not be implemented. BCSA anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption price for such shares soon after the Extension is implemented. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.

Public shareholders will also be able to redeem their public shares in connection with any shareholder vote to approve a business combination, or if BCSA has not consummated a business combination by the Extended Date.

If I am a unit holder, can I exercise redemption rights with respect to my units?

No. Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such units into public shares, and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See “How do I redeem my public shares?” above.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Who is paying for this proxy solicitation?

BCSA will pay for the entire cost of soliciting proxies. Our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication, but will not be paid any additional compensation for soliciting proxies. BCSA may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

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Where do I find the voting results of the Extraordinary General Meeting?

We will announce preliminary voting results at the Extraordinary General Meeting. The final voting results will be tallied by the inspector of election and published in BCSA’s Current Report on Form 8-K, which BCSA will file with the SEC within four business days following the Extraordinary General Meeting.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

Blockchain Coinvestors Acquisition Corp. I

PO Box 1093, Boundary Hall

Cricket Square, Grand Cayman

KY1-1102, Cayman Islands

Attn: Corporate Secretary

Telephone: (345) 814-5726

You may also obtain additional information about BCSA from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on March 31, 2022, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

The SEC has issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete the Proposed Business Combination, or any potential alternative initial business combination, and may constrain the circumstances under which we could complete our initial business combination.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), which include proposals relating to, among other items, disclosures in business combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and the time required to consummate the Proposed Business Combination, or any potential alternative initial business combination, and may constrain the circumstances under which we could complete such business combination.

If we were deemed to be an investment company for purposes of the Investment Company Act, our activities would be severely restricted, we would be required to institute burdensome compliance requirements and we may be forced to abandon our efforts to complete the Proposed Business Combination, or a potential alternative initial business combination, and instead be required to liquidate BCSA. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, have to liquidate the securities held in the trust account and instead hold all funds in the trust account in cash until the earlier of the consummation of our initial business combination or our liquidation. Following any such liquidation, we will likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount that our public shareholders would receive upon any redemption or liquidation of BCSA.

As described further above, the SPAC Rule Proposals include proposals relating to, among other matters, the circumstances in which SPACs such as us could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for SPACs from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the registration statement of its initial public offering (as defined

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below) (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

Given that the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that may not complete its initial business combination within 24 months after the effective date of its IPO Registration Statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the Investment Company Act, our activities would be severely restricted, we would be subject to additional regulatory burdens and expenses and, unless we are able to modify our activities so that we would not be deemed an investment company, we might be forced to abandon our efforts to complete an initial business combination, including the Proposed Business Combination, and instead be required to liquidate BCSA. If we are required to liquidate BCSA, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

The funds in the trust account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we expect that we will, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, instruct Continental, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount our public shareholders would receive upon any redemption of their shares or liquidation of BCSA.

In addition, even prior to the 24-month anniversary of the effective date of our IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to such 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate BCSA. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time, even prior to the 24-month anniversary of the effective date of our IPO Registration Statement, and instead hold all funds in the trust account in cash, which would further reduce the dollar amount our public shareholders would receive upon any redemption of their shares or liquidation of BCSA.

There are no assurances that the Extension will enable us to complete the Proposed Business Combination or any potential alternative initial Business Combination.

Approving the Extension Amendment Proposal involves a number of risks. Even if the Extension Amendment Proposal is approved and the Extension is implemented, BCSA can provide no assurances that the Proposed Business Combination, or any potential alternative initial business combination, will be consummated prior to the Extended Date. Our ability to consummate an initial business combination is dependent on a variety of factors, many of which are beyond our control, including completion of SEC or other regulatory review processes. If the Extension Amendment Proposal is approved, BCSA expects to seek shareholder approval of the Proposed Business Combination following the SEC review process.

We are required to offer shareholders the opportunity to redeem shares of Class A ordinary shares in connection with the Extension Amendment Proposal, and we will be required to offer shareholders redemption rights again

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in connection with any shareholder vote to approve the Proposed Business Combination, or any potential alternative initial business combination. Even if the Extension Amendment Proposal or our initial business combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate an initial business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension Amendment Proposal and our initial business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of shares of Class A ordinary shares on the open market. The price of shares of Class A ordinary shares may be volatile, and there can be no assurance that shareholders will be able to dispose of shares of Class A ordinary shares at favorable prices, or at all.

The completion of the Proposed Business Combination is also subject to the satisfaction or waiver, as applicable, of a number of important conditions set forth in the Business Combination Agreement, including the approval of the Business Combination by our shareholders, the approval of the listing of the combined entity’s common shares on Nasdaq, and several other customary closing conditions. If these conditions are not satisfied or if the Business Combination Agreement is otherwise terminated, we may be unable to close our initial business combination within the requisite time period.

The ability of our public shareholders to exercise redemption rights if the Extension Amendment Proposal is approved with respect to a large number of our public shares may adversely affect the liquidity of our securities.

Pursuant to our Governing Documents, a public shareholder may request that BCSA redeem all or a portion of such public shareholder’s public shares for cash if the Extension Amendment Proposal is approved and the Extension is implemented. The ability of our public shareholders to exercise such redemption rights with respect to a large number of our public shares may adversely affect the liquidity of our Class A ordinary shares. As a result, you may be unable to sell your Class A ordinary shares even if the per-share market price is higher than the per-share redemption price paid to public shareholders that elect to redeem their public shares if the Extension Amendment Proposal is approved.

Nasdaq may delist our securities from trading on its exchange following redemptions by our shareholders in connection with approval of the Extension Amendment Proposal, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our Class A ordinary shares, units and warrants are listed on the Nasdaq Global Market. After the Extraordinary General Meeting, we may be required to demonstrate compliance with Nasdaq’s continued listing requirements in order to maintain the listing of our securities on Nasdaq. Such continued listing requirements for our securities include, among other things:

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Additionally, we expect that if our Class A ordinary shares fail to meet Nasdaq’s continued listing requirements, our units and warrants will fail to meet the Nasdaq’s continued listing requirements for those securities. We cannot assure you that any of our Class A ordinary shares, units or warrants will be able to meet any of Nasdaq’s continued listing requirements following the Extraordinary General Meeting and any related shareholder redemptions of our Class A ordinary shares. If our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange.

If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Class A ordinary shares, units and warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by SPACs, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

Our Sponsor, certain members of our Board and our officers have interests in the proposals that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the proposals in this proxy statement.

Our Sponsor, certain members of our Board and our officers have interests in the proposals that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the proposals. For example, Our initial shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares, as applicable, in connection with a shareholder vote to approve certain amendments to BCSA’s Governing Documents, including a vote to approve an extension to the Current Outside Date. In addition, they have agreed to waive their right to receive liquidating distributions from the trust account with respect to any founder shares they hold if BCSA fails to consummate an initial business combination by the Current Outside Date. As a result, founder shares held by the Sponsor and BCSA’s independent directors will be worthless, as will the warrants underlying the Sponsor’s private placement units, if the Extension is not approved and we do not consummate an initial business combination by May 15, 2023

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the proposals described in this proxy statement. You should take these interests into account in deciding whether to vote in favor of such proposals. You should also read the section entitled “Proposal No. 1 — The Extension Amendment Proposal — Interests of BCSA’s Directors and Officers.”

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Even if we implement the Extension, we might not be able to complete the Proposed Business Combination, or any potential alternative initial business combination, if it is subject to review by a U.S. or non- U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”), the SEC, the Federal Trade Commission (“FTC”) or non-U.S. equivalents, or ultimately prohibited.

Our initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited by government regulators.

For example, CFIUS is an interagency committee authorized to review certain transactions involving acquisitions and investments by foreign persons in U.S. businesses that have a nexus to critical technologies, critical infrastructure and/or sensitive personal data in order to determine the effect of such transactions on the national security of the United States. If our initial business combination falls within the scope of foreign ownership restrictions, which we currently do not believe the Proposed Business Combination does, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the business combination without notifying CFIUS and risk CFIUS intervention, before or after consummating the business combination. CFIUS may decide to block or delay the business combination, impose conditions to mitigate national security concerns with respect to such business combination or order us to divest all or a portion of the acquired U.S. business if we had proceeded without first obtaining CFIUS clearance.

As another example, our initial business combination target may be connected to blockchain or digital assets, including, without limitation, cryptocurrencies. The SEC has not issued any regulations over whether these types of assets constitute a security under U.S. securities laws, and instead has taken a case-by-case approach to its analysis. Accordingly, if a business combination target is involved with such digital assets, the SEC might not approve any registration or proxy statement we file in connection with our initial business combination, including the Proposed Business Combination, or may cause a substantial delay in granting its approval.

In addition, certain features of a business combination target’s products and services, including, among others, hedging products and margin financing for soft commodities and precious metals, may be subject to constantly evolving legal and regulatory frameworks. As a result, our initial business combination could be subjected to increased scrutiny during regulatory review and approval processes. There can be no assurance that we will receive the necessary regulatory approvals to complete our initial business combination as planned, or at all, or that the combined company will operate as anticipated.

Moreover, if applicable, the process of government review, whether by CFIUS, the SEC, the FTC or otherwise, could be lengthy. If we cannot complete the business combination by May 15, 2023, because a regulatory review or approval process extends beyond such timeframe, we fail to obtain any required approvals within the requisite time period or because the business combination is ultimately prohibited by a government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive their pro rata share of amounts held in the trust account, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

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THE EXTRAORDINARY GENERAL MEETING

Date, Time, Place and Purpose of the Extraordinary General Meeting

The Extraordinary General Meeting will be held at [●] [a.m./p.m.] Eastern Time, on January [●], 2023. You will be able to attend the Extraordinary General Meeting online, vote, and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/blockchaincac1/2023. While shareholders are encouraged to attend the meeting virtually, you will be permitted to attend the Extraordinary General Meeting in person at the offices of Perkins Coie LLP located at 1120 NW Couch Street, 10th Floor, Portland, OR 97209, United States of America.

The Extraordinary General Meeting is being held to consider and vote upon the following proposals:

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you owned our ordinary shares, including as a constituent part of a unit, at the close of business on December 28, 2022, the record date for the Extraordinary General Meeting. You will have one vote for each ordinary share you owned at that time. Our warrants do not carry voting rights.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

At the close of business on the record date, there were [31,322,000] Class A ordinary shares issued and outstanding, which includes an aggregate of [1,322,000] private placement shares, and [10,000,000] Class B ordinary shares issued and outstanding, which vote together as a single class with respect to the Extension Amendment Proposal and, if presented, the Adjournment Proposal. BCSA’s warrants do not have voting rights in connection with either the Extension Amendment Proposal or the Adjournment Proposal.

Votes Required

Approval of the Extension Amendment Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person (including via live webcast) or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter, including those shares held as a constituent part of our units, on the record date.

If presented, the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued ordinary shares present in person (including via live webcast) or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

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If you do not want the Extension Amendment Proposal or, if presented, the Adjournment Proposal to be approved, you must vote “AGAINST” such proposal. If the Extension Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming holders. You will still be entitled to make the Election if you vote “AGAINST”, abstain or do not vote on the Extension Proposal. We anticipate that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the Extension is implemented.

Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. Since the Adjournment Proposal is considered a routine matter, brokers shall be entitled to vote on the Adjournment Proposal absent voting instructions, and thus there should be no broker non-votes with respect to the Adjournment Proposal.

Voting

You can vote your shares at the Extraordinary General Meeting by proxy, in person or virtually.

You can vote by proxy by having one or more individuals who will attend the Extraordinary General Meeting vote your shares for you. These individuals are called “proxies” and using them to cast your vote at the Extraordinary General Meeting is called voting “by proxy.”

If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy by telephone or over the internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.

If you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the internet as described above, you will designate Mitchell Mechigian or, failing him, Lou Kerner or, failing him, the duly appointed chairman to act as your proxy at the Extraordinary General Meeting. One of them will then vote your shares at the Extraordinary General Meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournments or postponements of the Extraordinary General Meeting.

Alternatively, you can vote your shares in person by attending the Extraordinary General Meeting virtually or at the offices of Perkins Coie LLP.

A special note for those who plan to attend the Extraordinary General Meeting and vote: if your shares or units are held in the name of a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You will not be able to vote at the Extraordinary General Meeting unless you obtain a legal proxy from the record holder of your shares.

Our Board is asking for your proxy. Giving our Board your proxy means you authorize it to vote your shares at the Extraordinary General Meeting in the manner you direct. You may vote for or against any proposal or you may abstain from voting. All valid proxies received prior to the Extraordinary General Meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” both the Extension Amendment Proposal and, if presented, the Adjournment Proposal, and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Extraordinary General Meeting.

Shareholders who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the Extraordinary General Meeting.

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Revocability of Proxies

Any proxy may be revoked by the person giving it at any time before the polls close at the Extraordinary General Meeting. A proxy may be revoked by delivering to our Corporate Secretary, at Blockchain Coinvestors Acquisition Corp. I, PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands, either a written notice of revocation bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the Extraordinary General Meeting and voting virtually.

Simply attending the Extraordinary General Meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Attendance at the Extraordinary General Meeting

Only holders of ordinary shares, their proxy holders and guests BCSA may invite may attend the Extraordinary General Meeting. If you wish to attend the Extraordinary General Meeting in person or virtually but you hold your shares or units through someone else, such as a broker, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Solicitation of Proxies

Your proxy is being solicited by our Board on the proposals being presented to the shareholders at the Extraordinary General Meeting. Our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication, but will not be paid any additional compensation for soliciting proxies. BCSA may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Extraordinary General Meeting, will be borne by BCSA.

Some banks and brokers have customers who beneficially own ordinary shares listed of record in the names of nominees. BCSA intends to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding ordinary shares is deemed necessary, BCSA (through our directors and executive officers) anticipates making such solicitation directly.

No Right of Appraisal

BCSA’s shareholders do not have dissenters’ rights under Cayman Islands law nor BCSA’s Governing Documents in connection with the proposals to be voted on at the Extraordinary General Meeting.

Other Business

BCSA is not currently aware of any business to be acted upon at the Extraordinary General Meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Extraordinary General Meeting and with respect to any other matters which may properly come before the Extraordinary General Meeting. If other matters do properly come before the Extraordinary General Meeting, or at any adjournments or postponements of the Extraordinary General Meeting, BCSA expects that the ordinary shares represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our Board.

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Principal Executive Offices

Our principal executive offices are located at PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands. Our telephone number at such address is (345) 814-5726.

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