UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Blue Whale Acquisition Corp I

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40706		98-1590107
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

PO Box 1093, Boundary Hall

Cricket Square, Grand Cayman

Cayman Islands

KY1-1102

(Address Of Principal Executive Offices)

(Zip Code)

+1 (345) 949-8066

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable Warrant	BWCAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	BWC	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole Warrant exercisable for one Class A ordinary share at an exercise price of $11.50	BWCAW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Exchange Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”). Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

The aggregate market value of the Registrant’s Class A shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, computed as of June 30, 2022, (the last business day of the registrants most recently completed second fiscal quarter), was approximately $221,840,000.

As of April 24, 2023, there were 22,940,811 shares of the Registrant’s Class A ordinary shares, and 2,548,979 shares of the Registrant’s Class F ordinary shares and 5,097,958 shares of the Registrant’s Class G ordinary shares, par value $0.0001 per share, issued and outstanding.

BLUE WHALE ACQUISITION CORP I
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2022
TABLE OF CONTENTS

					Page
PART I.					1
	Item 1.		Business		1
		Item 1.A.		Risk Factors	7
		Item 1.B.		Unresolved Staff Comments	45
	Item 2.		Properties		45
	Item 3.		Legal Proceedings		45
	Item 4.		Mine Safety Disclosures		45

PART II.					46
	Item 5.		Market for Registrant’s Ordinary Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		46
	Item 6.		[Reserved]		47
	Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		48
		Item 7.A.		Quantitative and Qualitative Disclosure About Market Risk	52
	Item 8.		Financial Statements and Supplementary Data		F-1
	Item 9.		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		53
		Item 9.A.		Controls and Procedures	53
		Item 9.B.		Other Information	54
		Item 9.C.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	54

SEC Form 10-K filed by Blue Whale Acquisition Corp I