| Organization and Business Operations | Note 1 — Organization and Business
Operations Blockchain Coinvestors Acquisition Corp.
I (the “Company”) was incorporated as a Cayman Islands exempted company on June 11, 2021. The Company was incorporated for
the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is
subject to all of the risks associated with emerging growth companies. As of March 31, 2023, the Company had not
commenced any operations. All activity for the period from June 11, 2021 (inception) through March 31, 2023 relates to the Company’s
formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial
Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after
the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest
income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Blockchain
Coinvestors Acquisition Sponsors I LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for
the Company’s Initial Public Offering was declared effective on November 9, 2021 (the “Effective Date”). On November 15,
2021, the Company commenced the Initial Public Offering of 30,000,000 units (the “Units”) at $10.00 per unit, including the
issuance of 3,900,000 Units as a result of the underwriters’ partial exercise of the over-allotment option, which is discussed in
Note 4. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Public Warrants”).
Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Simultaneously with the consummation of the
Initial Public Offering and partial exercise of the over-allotment option by the underwriters, the Company consummated the private placement
of 1,322,000 units (the “Private Placement Units”) with the Sponsor, at a price of $10.00 per Private Placement Unit. Transaction
costs amounted to $17,800,002, consisting of $5,220,000 of underwriting commissions, $11,280,000 of deferred underwriting commissions,
and $1,300,002 of other offering costs. The Company’s management has broad
discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement
Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial
Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below)
(excluding any deferred underwriters’ commission and taxes payable on the interest income earned on the Trust Account at the time
of the Company’s signing of a definitive agreement in connection with the initial Business Combination) at the time of the agreement
to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended
(the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering and partial exercise
of the over-allotment by the underwriters on November 15, 2021, $306,000,000 ($10.20 per Unit) from the net proceeds of the sale
of the Units in the Initial Public Offering and the sale of the Private Placement Units was deposited into a trust account (the “Trust
Account”) and were invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market
funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury
obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account
as described below. The Company will provide holders of its Class A ordinary shares,
par value $0.0001, sold in the Initial Public Offering (the “Public Shares” and such holders, the “Public Shareholders”),
with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in
connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision
as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by
the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the
terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement.
Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with the Company where the
Company does not survive and any transactions, where the Company issues more than 20% of the outstanding ordinary shares or seek to amend
its memorandum and articles of association would typically require shareholder approval. The Company currently intends to conduct redemptions
in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirements
or the Company chooses to conduct redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”)
for business or other reasons. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary
equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”)
Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Notwithstanding the foregoing, the Memorandum
and Articles of Association provide that 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 in Section 13 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and
directors (the “initial shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association
(A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial
Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the time period
set forth in its Amended and Restated Memorandum and Articles of Association, as my be amended from time to time or (B) with respect
to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides
the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. The Company had 18 months from the closing
of the Initial Public Offering to consummate the initial Business Combination, which has been subsequently extended to November 15,
2023 (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period,
the Company 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
the Company to pay its tax obligations, 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 the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses
(ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. The Sponsor and each member of the Company’s
management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption
rights with respect to their Class B ordinary shares, par value $0.00009 per share (ii) to waive their redemption rights with
respect to their Class B ordinary shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s
Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to provide
holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination
or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period
or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares; and (iii) waive
their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares they hold if the Company
fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions
from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within
the prescribed time frame). Proposed Business Combination On November 10, 2022, the Company entered
into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business
Combination Agreement”), by and among the Company, BCSA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and
Qenta Inc., a Delaware corporation (“Qenta”). The Business Combination Agreement and the
transactions contemplated thereby were approved by the boards of directors of each of the Company and Qenta. The Business Combination
Agreement provides for, among other things, the following transactions: (i) the Company will become a Delaware corporation (the “Domestication”)
and, in connection with the Domestication, (A) the Company’s name will be changed to “Qenta Inc.” (“New Qenta”)
and (B) each outstanding Class A ordinary share of the Company and each outstanding Class B ordinary share of the Company
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”). The Domestication, the Merger and the other
transactions contemplated by the Business Combination Agreement are referred to as the “Qenta Business Combination . In accordance with the terms and subject
to the conditions of the Business Combination Agreement, (i) outstanding shares of Qenta (other than treasury shares and any Company
Dissenting Shares (as defined in the Business Combination Agreement) will be exchanged for shares of New Qenta Common Stock and (ii) each
outstanding Exchangeable Company RSU (as defined in the Business Combination Agreement) will be exchanged for comparable restricted stock
units of New Qenta, based on an agreed upon equity value. Under the current terms of the Business Combination Agreement, the Company anticipates
issuing 49,100,000 shares of New Qenta Common Stock to the equityholders of Qenta in the Qenta Business Combination. The obligation of the
Company and Qenta to consummate the Business Combination is subject to certain closing conditions, including, but not limited to,
(i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, (ii) the absence of any order, law or other legal restraint or prohibition issued by any court of competent
jurisdiction or other governmental entity of competent jurisdiction enjoining or prohibiting the consummation of the Domestication
or the Merger, (iii) the effectiveness of the Registration Statement on Form S-4 (the “Registration
Statement”) in accordance with the provisions of the Securities Act of 1933, as amended registering the New Qenta Common Stock
to be issued in the Merger and the Domestication, (iv) the required approvals of the Company’s shareholders, (v) the
approval of Qenta’s shareholders, (iv) the approval by Nasdaq of the Company’s listing application in connection
with the Qenta Business Combination, (v) the consummation of the Domestication, (vi) the Company having at
least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities
Exchange Act of 1934, as amended) remaining after the closing of the Qenta Business Combination, and (vii) the aggregate cash
proceeds available to the Company after redemptions at least equaling its aggregate closing expenses. In addition to certain other
customary closing conditions, the Company’s obligation to consummate the Qenta Business Combination is also conditioned upon
the Company’s receipt of an executed executive employment agreement with Brent de Jong, Qenta’s Chief Executive
Officer. In connection with the execution of the Business
Combination Agreement, the Company entered into a Confirmation (the “Forward Purchase Agreement”), with Vellar Opportunity
Fund SPV LLC—Series 5 (the “FPA Seller”), a client of Cohen & Company Financial Management, LLC (“Cohen”).
Entities and funds managed by Cohen own equity interests in the Sponsor. The primary purpose of entering into the Forward Purchase
Agreement is to help ensure the aggregate cash proceeds condition in the Business Combination Agreement will be met, increasing the likelihood
that the transaction will close. Pursuant to the Forward Purchase Agreement, the FPA Seller intends, but is not obligated, to purchase
after the date of the Company’s redemption deadline through a broker in the open market the Company’s Class A ordinary
shares, including such shares that holders had elected to redeem pursuant to the Company’s organizational documents in connection
with the Qenta Business Combination, other than from the Company or affiliates of the Company, and (b) the FPA Seller has agreed
to waive any redemption rights in connection with the Qenta Business Combination with respect to such Class A ordinary shares of
the Company it purchases in accordance with the Forward Purchase Agreement (the “Subject Shares”). The Number of Shares shall
equal the Subject Shares but shall be no more than 12,000,000 Shares. The FPA Seller has agreed to not beneficially own more
than 9.9% of the New Qenta Common Stock on a post-combination pro forma basis. See Note 6 where the Forward Purchase Agreement is more
fully described. The full Business Combination Agreement,
Forward Purchase Agreement and other agreements entered into or contemplated to be executed prior to closing the Qenta Business Combination
were included with the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2022. Emerging Growth Company Status The Company is an “emerging growth
company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified
by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved. Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging
growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period,
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make the comparison of the Company’s condensed consolidated financial statements with those of another public company that
is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used. Going Concern, Liquidity and Capital Resources As of March 31, 2023, the Company had approximately $73,000 in its
operating bank account and working capital deficit of approximately $5.1 million, inclusive of convertible note payable – related
party of approximately $526,000. The Company’s liquidity needs up to March 31, 2023 had been satisfied
through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares (as defined in Note 5) to cover certain offering costs
and through the loan under an unsecured promissory note from the Sponsor of $131,517 (see Note 5) and the proceeds from the consummation
of the Private Placement not held in the Trust Account. The promissory note was paid in full on November 15, 2021. In addition, in
order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or
their affiliates may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). On June 15, 2022, the Company
issued a promissory note (the “June 2022 Note”) in the principal amount of up to $1,500,000 to the Sponsor (see Note 6). As
of March 31, 2023, principal in the amount of $512,000 was outstanding, leaving $988,000 of borrowing capacity under the June 2022 Note.
The June 2022 Note is carried at fair value and is presented as note payable – related party on the accompanying condensed consolidated
balance sheets at March 31, 2023 and December 31, 2022 with a balance of $525,824. In connection with the Company’s assessment of going concern
considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until
November 15, 2023 to consummate a Business Combination. The Company does not have adequate liquidity to sustain operations; however,
the Company has access to a Working Capital Loan from the Sponsor that management believes will enable the Company to sustain operations
until it completes its initial Business Combination. If a Business Combination is not consummated by November 15, 2023, there will
be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the Company’s liquidity issue,
mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the
Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities
should the Company be required to liquidate after November 15, 2023. The Company intends to complete a Business Combination before
the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination
by November 15, 2023. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic
on its unaudited condensed consolidated financial statements and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of operations, cash flows and/or the closing of its initial
Business Combination, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial
statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty. In February 2022, the Russian Federation
and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United
States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related
sanctions on the world economy is not determinable as of the date of these condensed consolidated financial statements, and the specific
impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these
condensed consolidated financial statements. |
