UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a party other than the Registrant		☐

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☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Blockchain Coinvestors Acquisition Corp. I
(Name of Registrant as Specified In Its Charter)

_______________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐		Fee paid previously with preliminary materials.
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BLOCKCHAIN COINVESTORS ACQUISITION CORP. I
PO Box 1093, Boundary Hall
Cricket Square, Grand Cayman
KY1-1102, Cayman Islands

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON MAY 9, 2024

TO THE SHAREHOLDERS OF BLOCKCHAIN COINVESTORS ACQUISITION CORP. I:

You are cordially invited to attend the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Blockchain Coinvestors Acquisition Corp. I (“BCSA”), to be held at 11:00 a.m. Eastern Time, on May 9, 2024. 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/blockchaincac1/2024/. While shareholders are encouraged to attend the meeting virtually, you will be permitted to attend the Extraordinary General Meeting in person at the physical location of the Extraordinary General Meeting at the offices of Seward & Kissel LLP located at One Battery Park Plaza, New York, NY 10004, United States of America.

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

1. The “Extension Amendment Proposal” — As a special resolution, to amend BCSA’s Amended and Restated Memorandum and Articles of Association, as amended (the “Governing Documents”), in the form set forth in Annex A to the accompanying proxy statement (the “Extension Amendment”), to extend the date by which BCSA must consummate a business combination, as defined below (the “Extension”), from May 15, 2024 to November 15, 2024, or such earlier date as may be determined by the Board in its sole discretion (the “Extended Date”).

2. The “Adjournment Proposal” — As an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, either (x) to 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 it is otherwise necessary or (y) if the board of directors (the “Board”) determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement.

You will be able to attend and participate in the Extraordinary General Meeting online by visiting https://www.cstproxy.com/blockchaincac1/2024/. Please see “Questions and Answers about the Extraordinary General Meeting — How do I attend the Extraordinary General Meeting?” in the accompanying proxy statement for more information.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.

On April 9, 2024, BCSA entered into a Business Combination Agreement (the “Business Combination Agreement”), with BCSA Merger Sub I, Inc., a Delaware corporation (“Merger Sub”), and Linqto, Inc., a Delaware corporation (“Linqto”). The Business Combination Agreement provides for, among other things, the following transactions:

• BCSA will change its jurisdiction of incorporation from the Cayman Islands to Delaware (the “Domestication”) and change its name to a name chosen by Linqto (such entity, “New Linqto”);

• in connection with the Domestication, each ordinary share of BCSA (each, a “BCSA Share”) that is issued and outstanding immediately prior to the Domestication will become one share of common stock of New Linqto (each, a “New Linqto Share”);

• BCSA will solicit the holders of BCSA Public Warrants to approve an amendment to the Warrant Agreement that would cause each outstanding Public Warrant to automatically convert at the time of the Domestication into a portion of a newly issued New Linqto Share (the “Warrant Conversion”); and

• following the Domestication, Merger Sub will merge with and into Linqto, with Linqto surviving the merger and continuing as a wholly owned subsidiary of New Linqto (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 Governing Documents provide that BCSA has until May 15, 2024 (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 currently 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, including the Proposed 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 Linqto 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 we filed with the SEC on April 10, 2024, including the complete text of the Business Combination Agreement filed as an exhibit thereto.

If the Adjournment Proposal is presented to BCSA’s shareholders because there are insufficient votes to the Extension Amendment Proposal at the Extraordinary General Meeting, the purpose of the Adjournment Proposal is to allow BCSA to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and vote of proxies for the Extension Amendment Proposal. The Adjournment Proposal may also be presented if the Board determines that adjournment is otherwise necessary or determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.

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 majority of the votes cast by the holders of BCSA’s issued Class A ordinary shares and Class B 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 Class A ordinary shares (which they converted from Class B ordinary shares following approval of the Founder Share Amendment Proposal at the Second Shareholder Meeting). In addition, the Sponsor holds 1,322,000 shares of Class A ordinary shares underlying the 1,322,000 private placement units that it purchased in a private placement concurrently with the consummation of BCSA’s initial public offering (the “IPO”). Accordingly, the shares held by the Sponsor and BCSA’s independent directors (collectively, the “initial shareholders”) represent 84.3% of BCSA’s outstanding ordinary shares.

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 April 24, 2024 as the record date (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.

On the Record Date, there were 13,433,794 Class A ordinary shares issued and outstanding (including 2,111,794 Class A ordinary shares that have redemption rights and 1,322,000 private placement shares) and zero Class B ordinary shares issued and outstanding. BCSA’s warrants do not have voting rights in connection with either the Extension Amendment Proposal or the Adjournment Proposal.

In connection with the Extension Amendment Proposal, if approved by the requisite vote of shareholders, holders of the Class A ordinary shares offered and sold in our IPO (the “public shares” and such holders of the public shares, the “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 that we established to hold the net proceeds from our 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, 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. 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.

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 $11.15 (which includes interest earned on the funds held in the Trust Account and not previously or yet to be released to BCSA to pay its taxes), for illustrative purpose, calculated as of the Record Date. On the Record Date, the closing price of BCSA’s Class A ordinary shares on The Nasdaq Global Market (“Nasdaq”) was $11.14. 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.

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.

You are not being asked to vote on any proposed business combination at this time. If the Extension Amendment Proposal is approved and you do not elect to redeem your public shares in connection with such approval, 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.

After careful consideration of all relevant factors, BCSA’s Board has determined that the Extension Amendment Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” each of the Extension Amendment Proposal and, if presented, the Adjournment Proposal.

Enclosed is the proxy statement containing detailed information concerning the Extension Amendment Proposal, the Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, BCSA urges you to read this material carefully and vote your shares.

I look forward to seeing you at the Extraordinary General Meeting.

May 1, 2024				By Order of the Board of Directors,
				/s/ Lou Kerner
				Lou Kerner
				Chief Executive Officer and Director

Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote virtually at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on May 9, 2024: This notice of meeting, the accompanying proxy statement and our annual report on Form 10-K for the year ended December 31, 2023 are being mailed to our shareholders on or about May 1, 2024 and will also be available at https://www.cstproxy.com/blockchaincac1/2024/.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. ET ON MAY 7, 2024, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) TENDER OR DELIVER YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

PROXY STATEMENT — DATED May 1, 2024

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 MAY 9, 2024

You are cordially invited to attend the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Blockchain Coinvestors Acquisition Corp. I (“BCSA,” “we,” “us” or “our”), to be held at 11:00 a.m. Eastern Time, on May 9, 2024. 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/blockchaincac1/2024/. While shareholders are encouraged to attend the meeting virtually, you will be permitted to attend the Extraordinary General Meeting in person at the physical location of the Extraordinary General Meeting at the offices of Seward & Kissel LLP located at One Battery Park Plaza, New York, NY 10004, United States of America.

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

1. The “Extension Amendment Proposal” — As a special resolution, to amend BCSA’s Amended and Restated Memorandum and Articles of Association, as amended (the “Governing Documents”), in the form set forth in Annex A to this proxy statement (the “Extension Amendment”), to extend the date by which BCSA must consummate a business combination, as defined below (the “Extension”), from November 15, 2023 to May 15, 2024 or such earlier date as may be determined by the Board in its sole discretion (the “Extended Date”).

2. The “Adjournment Proposal” — As an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, either (x) to 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 it is otherwise necessary or (y) if the board of directors (the “Board”) determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement.

You will be able to attend and participate in the Extraordinary General Meeting online by visiting https://www.cstproxy.com/blockchaincac1/2024/. Please see “Questions and Answers about the Extraordinary General Meeting — How do I attend the Extraordinary General Meeting?” in this proxy statement for more information.

SEC Form DEF 14A filed by Blockchain Coinvestors Acquisition Corp. I