| 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, 2024, the Company had not commenced any operations. All activity for the period from June 11, 2021 (inception) through March
31, 2024 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 3. 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 an initial Business Combination 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 subsequently 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. The Company intends to maintain trust funds only in demand
deposit accounts after November 15, 2023. The
Company will provide holders of its Class A ordinary shares, par value $0.0001, originally 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 originally 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 may 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 initially had 18 months from the closing
of the Initial Public Offering to consummate the initial Business Combination, which has since been extended to November 15, 2024 (the
“Combination Deadline”). If the Company is unable to complete a Business Combination by the Combination Deadline and the Combination
Deadline is not further extended, 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 the ordinary shares of the Company that they received in connection
with the Company’s initial public offering in connection with the completion of a Business Combination; (ii) waive their redemption
rights with respect to the ordinary shares that they received in connection with the Company’s initial public offering 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 by the Combination Deadline 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 their
ordinary shares of the Company that they received in connection with the Company’s initial public offering if the Company fails
to consummate an initial Business Combination by the Combination Deadline (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). Termination
of Proposed Business Combination with Qenta 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 would become
a Delaware corporation (the “Domestication”) and, in connection with the Domestication, (A) the Company’s name would
be changed to “Qenta Inc.” (“New Qenta”) and (B) each outstanding 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 would
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.” On
August 24, 2023, the Company, Merger Sub, and Qenta entered into an amendment (the “First BCA Amendment”) to the Business
Combination agreement, to, among other things, extend the Termination Date (as defined in the Business Combination Agreement) until May
15, 2024. In addition, under the terms of the First BCA Amendment, Qenta agreed to deliver to the Company specified financial statements
and other financial information by specified deadlines (the “Financial Information Obligations”), and the Company agreed
not to exercise, but did not waive, BCSA’s Financial Statement Termination Right (as defined in the Business Combination Agreement)
unless Qenta failed to comply with the Financial Information Obligations. Qenta failed to meet the first specified Financial Information
Obligations deadline. On
August 29, 2023, the Company, Merger Sub, and Qenta entered into a second amendment (the “Second BCA Amendment”) to the Business
Combination Agreement to eliminate the exclusive dealing provision applicable to the Company and to limit the exclusive dealing provision
applicable to Qenta to transactions involving special purpose acquisition companies and similar “blank check” companies. On
August 24, 2023, the Company, Sponsor and Qenta entered into an amendment (the “Sponsor Letter Amendment”) to the Sponsor
Letter Agreement, dated as of November 10, 2022, by and among the Company, the Sponsor and Qenta, pursuant to which the Sponsor agreed,
in connection with the completion of a financing transaction between Qenta and financing parties, to transfer and assign, contingent
and conditioned upon the closing of the transactions contemplated by the Business Combination Agreement, up to 3,178,000 of the Sponsor’s
Class B ordinary shares of the Company (or, if converted, Class A ordinary shares) and 1,322,000 of the Sponsor’s private placement
units of the Company to such financing parties or to Qenta in such amounts and proportions as designated by Qenta, provided that all
transferees of such shares or units, as applicable, execute and deliver to the Company a lockup agreement in respect of such securities. 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 was to help ensure the aggregate cash proceeds condition in the Business Combination
Agreement would be met, increasing the likelihood that the transaction would close. Pursuant to the Forward Purchase Agreement, (a) the
FPA Seller could have, but was 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 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 purchased in accordance with the Forward Purchase Agreement (the “Subject Shares”).
See Note 6 where the Forward Purchase Agreement is more fully described. On
November 8, 2023, the Company delivered to Qenta written notice of its election to terminate the Business Combination Agreement pursuant
to the termination provisions in the Business Combination Agreement and abandoned the Qenta Business Combination (“The Qenta Termination”).
In conjunction with The Qenta Termination, the Lock-up Agreements, Sponsor Letter Agreement, Transaction Support Agreements and Forward
Purchase Agreement were also terminated in accordance with their respective terms. As a result of The Qenta Termination, the Sponsor
of the Company received 50 Shares of Qenta Common Stock (“Qenta Shares”) to reimburse the Sponsor and the Company for costs,
expenses and other liabilities incurred in connection with the Business Combination Agreement. The Company has recorded the Fair Value
of the Qenta Shares as an investment on its Balance Sheet and a termination fee on its Statement of Operations as of and for the year
ended December 31, 2023 in the amount of $4,070,807. There was no change in the fair value of the Investment in Qenta during the quarter
ended March 31, 2024. 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 unaudited 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, 2024, the Company had approximately $116,000 in its operating bank account and working capital deficit of approximately
$4.6 million, inclusive of convertible note payable – related party of approximately $2.2 million. The Company’s liquidity needs up to March
31, 2024 have 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 “Sponsor Note”) in the principal amount of up to $1,500,000 to the Sponsor,
which was amended effective June 2023 to increase the maximum principal amount to $3,000,000 (see Note 5). As of March 31, 2024, the Company
has drawn down a total of $2,217,244 and still can borrow up $782,756 on the Sponsor Note. 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, 2024 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,
2024, and such deadline to consummate a Business Combination is not further extended, 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 by the applicable deadline, 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, 2024. There can be no assurance that the Company will be able to consummate any Business Combination
by November 15, 2024. Risks
and Uncertainties 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 unaudited 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 unaudited condensed consolidated financial statements. On
May 1, 2023, First Republic Bank became insolvent. Federal regulators seized the assets of the bank and negotiated a sale of its assets
to JP Morgan Chase. The Company held deposits with this bank. As a result of the sale of the assets to JP Morgan Chase, the Company’s
insured and uninsured deposits are held at JP Morgan Chase. The Company also moved the funds held in trust for the shareholders and invested
in federal government securities through Morgan Stanley. The Linqto Business Combination Agreement On April 9, 2024 the Company entered into a Business
Combination Agreement (the “Linqto Business Combination Agreement”), by and among the Company, BCSA Merger Sub I, Inc., a
Delaware corporation (“Merger Sub”), and Linqto, Inc., a Delaware corporation (“Linqto”). Upon signing, Linqto
paid the Company a non-refundable cash payment of $1.0 million pursuant to the Linqto Business Combination Agreement. The Linqto Business Combination Agreement and
the transactions contemplated thereby were approved unanimously by the boards of directors of each of BCSA and 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”). The Domestication, the Merger and the other transactions
contemplated by the Linqto Business Combination Agreement are referred to as the “Linqto Business Combination.” The Company expects the Linqto Business Combination
to close in the second half of 2024, following receipt of the required approvals by its shareholders and Linqto’s shareholders and
the fulfillment of regulatory requirements and the completion of other customary closing conditions. Business Combination Consideration In accordance with the terms and subject to the
conditions of the Linqto Business Combination Agreement, (i) each outstanding share of common stock of Linqto will be exchanged for a
number of New Linqto Shares based on an enterprise value of Linqto of approximately $700 million, subject to certain adjustments, (ii)
each outstanding Company Equity Award (as defined in the Linqto Business Combination Agreement) will be converted into a comparable type
of equity award in respect of New Linqto, and (iii) each outstanding Company Warrant (as defined in the Linqto Business Combination Agreement)
will be converted into a warrant with respect to New Linqto Shares having the same general terms. Representations and Warranties and Covenants The Linqto Business Combination Agreement contains
representations, warranties and covenants of each of the parties to the agreement that are customary for transactions of this type. The
parties have also agreed to take all action as may be necessary or reasonably appropriate such that, as of the effective time of the Linqto
Business Combination, the New Linqto board of directors will consist of up to nine directors (as determined by Linqto), which shall be
divided into three classes as nearly equal in size as is practicable, with one director appointed by the Company and the remaining directors
appointed by Linqto. Conditions to Each Party’s Obligations The obligation of the Company and Linqto to consummate
the Linqto Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination
of the applicable waiting period under applicable antitrust law, (ii) the absence of any order, law or other legal restraint prohibiting
the consummation of the Domestication or the Merger, (iii) the effectiveness of the Registration Statement on Form S-4 (the “Registration
Statement”) registering the New Linqto Shares to be issued in the Merger and the Domestication, (iv) the approvals of the Company’s
shareholders, (v) the approval of Linqto’s shareholders, (vi) the approval by Nasdaq of our listing application in connection with
the Business Combination, (vii) the consummation of the Domestication, and (viii) the approval by the Financial Industry Regulatory Authority
(“FINRA”) of the transactions as necessary, or the expiration of the relevant time periods for FINRA review without FINRA
imposing restrictions. The Linqto Business Combination Agreement also contains certain other customary closing conditions. Termination Each of the Company and Linqto may terminate the
Linqto Business Combination Agreement for any reason. If the Linqto Business Combination Agreement is
validly terminated, none of the parties to the Linqto Business Combination Agreement will have any liability or any further obligation
under the Linqto Business Combination Agreement, except in the case of willful breach or fraud (each, as defined in the Linqto Business
Combination Agreement) and for customary obligations that survive the termination (such as confidentiality obligations). In the event
of any termination of the Linqto Business Combination Agreement, Linqto will pay the Company a termination fee of $5,000,000 no later
than 30 days following the termination of the Linqto Business Combination Agreement. A copy of the Linqto Business Combination Agreement
is filed with this Annual Report as Exhibit 2.4, and the foregoing description of the Linqto Business Combination Agreement is qualified
in its entirety by reference to the full Business Combination Agreement. The Linqto Business Combination Agreement contains representations,
warranties and covenants that the respective parties made to each other as of the date of the Linqto Business Combination Agreement or
other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract
among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating
such agreement. The representations, warranties and covenants in the Linqto Business Combination Agreement are also modified in important
part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality
different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than
establishing matters as facts. Sponsor Support Agreement Concurrently with the execution of the Linqto
Business Combination Agreement, the Company, the Sponsor and Linqto entered into the Sponsor Support Agreement (the “Sponsor Support
Agreement”), pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of each of the transaction proposals
to be voted upon at the meeting of the Company’s shareholders and the meeting of the Company’s warrant holders, including
approval of the Linqto Business Combination Agreement and the transactions contemplated thereby (including the Merger); (ii) forfeit to
the Company for no consideration, immediately prior to the effective time of the Linqto Business Combination, (x) all Private Placement
Units held by Sponsor (including the ordinary shares and warrants underlying the private placement units), and (y) a number of Founder
Shares held by the Sponsor such that the Sponsor will hold no more than 4,000,000 New Linqto Shares at the Closing Date, and (iii) if
the Company’s total liabilities at the closing of the Linqto Business Combination exceed $12,500,000 at the Closing Date, to pay
the amount of that excess. A copy of the Sponsor Support Agreement is filed
with this Current Report on Form 8-K as Exhibit 10.1, and the foregoing description of the Sponsor Support Agreement is qualified in its
entirety by reference to the Full Sponsor Support Agreement. Transaction Support Agreements Concurrently with the execution of the Linqto
Business Combination Agreement, certain shareholders of Linqto entered into Transaction Support Agreements with the Company (collectively,
the “Transaction Support Agreements”), pursuant to which they have agreed to, among other things, support and vote in favor
of the Business Combination Agreement (including the Merger). A copy of the form of Transaction Support Agreement
is filed with this Annual Report as Exhibit 10.15, and the foregoing description of the Transaction Support Agreements is qualified in
its entirety by reference to the full Transaction Support Agreement. New Registration Rights Agreement Prior to the Closing Date, each of the Company,
Sponsor, certain directors and officers of the Company and certain shareholders of Linqto (collectively, the “Holders”) will
enter into a registration rights agreement (the “New Registration Rights Agreement”) pursuant to which, among other things,
the Company will agree to file a registration statement registering the resale of shares held by the Holders no later than 30 days before
the first expiration of a lock-up period under the Lock-Up Agreements signed by the Holders. The Company has also agreed to provide customary
“piggyback” registration rights, subject to certain requirements and customary conditions. The New Registration Rights Agreement
also provides that the Company will pay certain expenses relating to those registrations and indemnify the Holders against certain liabilities. A copy of the form of New Registration Rights
Agreement is filed with this Annual Report as Exhibit 10.16, and the foregoing description of the New Registration Rights Agreement is
qualified in its entirety by reference to the full New Registration Rights Agreement. Lock-Up Agreement Within 30 days following the date of the Linqto
Business Combination A |
