Sec Form 13G Filing - Blockchain Coinvestors Acquisition Sponsors I LLC filing for Blockchain Coinvestors Acquisition Corp. I (BCSA) - 2022-03-08

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Blockchain Coinvestors Acquisition Sponsors I LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  11,172,000 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  11,172,000 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  11,172,000 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ; ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  27.0% ⁽²⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

Reflects (1) 1,322,000 Class A ordinary shares of Blockchain Coinvestors Acquisition Corp. I (the “Company”), par value $0.0001 per share (“Class A Ordinary Shares”), and (2) 9,850,000 Class A ordinary shares issuable upon conversion of 9,850,000 Class B ordinary shares of the Company, par value $0.00009 per share (“Class B Ordinary Shares”). The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the Company’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, and have no expiration date. Blockchain Coinvestors Acquisition Sponsors I LLC (the “Sponsor”) is the record holder of the shares reported herein. The Sponsor is managed by Blockchain Coinvestors Sponsors I LLC, a Delaware limited liability company, which is managed by Matthew C. Le Merle, a Managing Director and Chairman of the Board of the Company, Lou Kerner, a Managing Director and Chief Executive Officer of the Company, and Alison Davis, a Managing Director of the Company. Mr. Le Merle, Mr. Kerner, and Ms. Davis have joint voting and investment discretion with respect to the ordinary shares held by the Sponsor. As such, each of Mr. Le Merle, Mr. Kerner and Ms. Davis may be deemed to share beneficial ownership of the Class A Ordinary Shares held directly by the Sponsor.

The calculation assumes that there is a total of 41,322,000 Class A Ordinary Shares outstanding, which is the sum of (i) the 31,322,000 Class A Ordinary Shares outstanding as of December 27, 2021 as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Report”), and (ii) the 10,000,000 Class A Ordinary Shares issuable upon conversion of the Class B Ordinary Shares outstanding as of December 27, 2021 as reported in the Report, including the Class B Ordinary Shares held by the Sponsor, as reported herein.

  NAMES OF REPORTING PERSONS

  Matthew C. Le Merle

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  11,172,000 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  11,172,000 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  11,172,000 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  27.0% ⁽²⁾

  TYPE OF REPORTING PERSON (See Instructions)

  IN

Reflects (1) 1,322,000 Class A ordinary shares of Blockchain Coinvestors Acquisition Corp. I (the “Company”), par value $0.0001 per share (“Class A Ordinary Shares”),and (2) 9,850,000 Class A ordinary shares issuable upon conversion of 9,850,000 Class B ordinary shares of the Company, par value $0.00009 per share (“Class B Ordinary Shares”). The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the Company’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, and have no expiration date. Blockchain Coinvestors Acquisition Sponsors I LLC (the “Sponsor”) is the record holder of the shares reported herein. The Sponsor is managed by Blockchain Coinvestors Sponsors I LLC, a Delaware limited liability company, which is managed by Matthew C. Le Merle, a Managing Director and Chairman of the Board of the Company, Lou Kerner, a Managing Director and Chief Executive Officer of the Company, and Alison Davis, a Managing Director of the Company. Mr. Le Merle, Mr. Kerner, and Ms. Davis have joint voting and investment discretion with respect to the ordinary shares held by the Sponsor. As such, each of Mr. Le Merle, Mr. Kerner and Ms. Davis may be deemed to share beneficial ownership of the Class A Ordinary Shares held directly by the Sponsor.

The calculation assumes that there is a total of 41,322,000 Class A Ordinary Shares outstanding, which is the sum of (i) the 31,322,000 Class A Ordinary Shares outstanding as of December 27, 2021 as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Report”), and (ii) the 10,000,000 Class A Ordinary Shares issuable upon conversion of the Class B Ordinary Shares outstanding as of December 27, 2021 as reported in the Report, including the Class B Ordinary Shares held by the Sponsor, as reported herein.

  NAMES OF REPORTING PERSONS

  Lou Kerner

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  11,172,000 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  11,172,000 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  11,172,000 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  27.0% ⁽²⁾

  TYPE OF REPORTING PERSON (See Instructions)

  IN

Reflects (1) 1,322,000 Class A ordinary shares of Blockchain Coinvestors Acquisition Corp. I (the “Company”), par value $0.0001 per share (“Class A Ordinary Shares”), and (2) 9,850,000 Class A ordinary shares issuable upon conversion of 9,850,000 Class B ordinary shares of the Company, par value $0.00009 per share (“Class B Ordinary Shares”). The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the Company’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, and have no expiration date. Blockchain Coinvestors Acquisition Sponsors I LLC (the “Sponsor”) is the record holder of the shares reported herein. The Sponsor is managed by Blockchain Coinvestors Sponsors I LLC, a Delaware limited liability company, which is managed by Matthew C. Le Merle, a Managing Director and Chairman of the Board of the Company, Lou Kerner, a Managing Director and Chief Executive Officer of the Company, and Alison Davis, a Managing Director of the Company. Mr. Le Merle, Mr. Kerner, and Ms. Davis have joint voting and investment discretion with respect to the ordinary shares held by the Sponsor. As such, each of Mr. Le Merle, Mr. Kerner and Ms. Davis may be deemed to share beneficial ownership of the Class A Ordinary Shares held directly by the Sponsor.

The calculation assumes that there is a total of 41,322,000 Class A Ordinary Shares outstanding, which is the sum of (i) the 31,322,000 Class A Ordinary Shares outstanding as of December 27, 2021 as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Report”), and (ii) the 10,000,000 Class A Ordinary Shares issuable upon conversion of the Class B Ordinary Shares outstanding as of December 27, 2021 as reported in the Report, including the Class B Ordinary Shares held by the Sponsor, as reported herein.

  NAMES OF REPORTING PERSONS

  Alison Davis

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  11,172,000 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  11,172,000 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  11,172,000 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  27.0% ⁽²⁾

  TYPE OF REPORTING PERSON (See Instructions)

  IN

Reflects (1) 1,322,000 Class A ordinary shares of Blockchain Coinvestors Acquisition Corp. I (the “Company”), par value $0.0001 per share (“Class A Ordinary Shares”), and (2) 9,850,000 Class A ordinary shares issuable upon conversion of 9,850,000 Class B ordinary shares of the Company, par value $0.00009 per share (“Class B Ordinary Shares”). The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the Company’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, and have no expiration date. Blockchain Coinvestors Acquisition Sponsors I LLC (the “Sponsor”) is the record holder of the shares reported herein. The Sponsor is managed by Blockchain Coinvestors Sponsors I LLC, a Delaware limited liability company, which is managed by Matthew C. Le Merle, a Managing Director and Chairman of the Board of the Company, Lou Kerner, a Managing Director and Chief Executive Officer of the Company, and Alison Davis, a Managing Director of the Company. Mr. Le Merle, Mr. Kerner, and Ms. Davis have joint voting and investment discretion with respect to the ordinary shares held by the Sponsor. As such, each of Mr. Le Merle, Mr. Kerner and Ms. Davis may be deemed to share beneficial ownership of the Class A Ordinary Shares held directly by the Sponsor.

The calculation assumes that there is a total of 41,322,000 Class A Ordinary Shares outstanding, which is the sum of (i) the 31,322,000 Class A Ordinary Shares outstanding as of December 27, 2021 as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Report”), and (ii) the 10,000,000 Class A Ordinary Shares issuable upon conversion of the Class B Ordinary Shares outstanding as of December 27, 2021 as reported in the Report, including the Class B Ordinary Shares held by the Sponsor, as reported herein.

NAME OF ISSUER:

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

NAME OF PERSON FILING:

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

CITIZENSHIP:

TITLE OF CLASS OF SECURITIES:

CUSIP NUMBER:

IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b), OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

Broker or dealer registered under Section 15 of the Act.

Bank as defined in Section 3(a)(6) of the Act.

Insurance company as defined in Section 3(a)(19) of the Act.

Investment company registered under Section 8 of the Investment Company Act of 1940.

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

Group, in accordance with § 240.13d-1(b)(l)(ii)(K).

OWNERSHIP.

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOTICE OF DISSOLUTION OF GROUP.

CERTIFICATIONS.