Blockchain Coinvestors Acquisition Corp. I (BCSA) Merger with Qenta (Private)

November 12, 2022

• Blockchain Coinvestors Acquisition Corp. I (BCSA) to acquire Qenta (private) in a transaction valuing the combined company at an enterprise value of $622 million ($904 million of equity value).
• Qenta shareholders will receive $491 million of equity consideration at $10.0/share.
• BCSA has entered into a Forward Purchase Agreement with Vellar Opportunity Fund SPV LLC – Series 5 who agreed to purchase in the open market & not redeem up to 12.0 million BCSA class A ordinary shares in advance of closing (subject to certain conditions), including its receipt of trust proceeds related to the shares it purchases less 10% following the closing. Vellar will pay the combined company the proceeds from its sales of the shares purchased pursuant to the forward purchase agreement (subject to certain parameters).
• Qenta secured a $180 million capital commitment from GEM Global Yield LLC SCS where GEM agrees to provide Qenta with a share subscription facility for a 48-month term following the closing.
• Sponsor agreed to surrender up to 2.50 million Class B shares (or *25%) and 1.322 million Private Placement Units (or *100%) based on the rate of redemptions.
• Minimum cash should equal to BCSA unpaid transaction expenses.
• The business combination transaction is targeted to close in the first half of 2023.

• SPAC Details:
  • Unit Structure: 1 Class A Ordinary Share + 0.50 redeemable warrant
  • #Cash in Trust: $306,147,289 (102.0% of Public Issue)
  • Public Shares outstanding: 30.00 million shares
  • Private Shares Outstanding: 11.322 million shares (including 1.322 million shares contained in Private Units)
  • Reported Trust Value/ Share: $10.20
  • Liquidation Date: May 15, 2023

• Name of Target: Qenta
• Description of Target: Qenta is a financial technology company established to digitize all the world’s assets and transactions. It elevates the world’s citizens and businesses through its frictionless, accessible, secure, and compliant financial ecosystem. Today Qenta operates through three integrated segments: Qenta Digital Assets, offering provenance, custody, and ownership tracking of precious metals; Qenta Payments, with newly launched alternative banking and payment applications; and Qenta Capital & Risk Management, offering specialized hedging products and margin financing for soft commodities and precious metals. Headquartered in Houston, Texas, Qenta has offices and operations on 5 continents and more than 400 employees. It offers the highest level of security and compliance and is governed by financial authorizations in Brazil, Dubai, Ghana, India, Luxembourg, Switzerland, and the US.
• Announced Date: November 10, 2022
• Expected Close: “First Half of 2023”
• Press Release: https://www.sec.gov/Archives/edgar/data/1873441/000119312522282015/d416366dex991.htm
• Transaction Terms (N/A):
  • Enterprise Value: $622 million
  • Equity Value: $904 million
  • Target Shareholders Receive (~54%):
    • $491 million of Equity consideration (49.1 million shares of New Qenta Common Stock at $10.0/share)

• PIPE / Financing:
  • Forward Purchase Agreement:

Particulars	Meaning	Notes
Purpose of FPA	To ensure the aggregate cash proceeds condition will be met, therefore increasing the likelihood that the transaction will close	BCSA entered into a Forward Purchase Agreement with with Vellar Opportunity Fund SPV LLC – Series 5
FPA Seller	Vellar Opportunity Fund SPV LLC – Series 5	Client of Cohen who owns equity interest in Sponsor
Recycled Shares	Number of Shares purchased by Seller from third parties in the open market & Seller shall have irrevocably waived all redemption rights with respect to such Shares	FPA seller can purchase (no obligation) BCSA Class A Ordinary Shares (including shares elected for redemption) from open market after the date of SPAC redemption deadline and should waive redemption rights with respect to such shares
Prepayment Amount	= Redemption Price Per share (Initial Price) *Recycled shares – Prepayment Shortfall = Redemption Price Per share (Initial Price) *Recycled shares * 90%	SPAC will pay to FPA Seller a prepayment amount from the trust account after 1-day of closing
Prepayment Shortfall	10% of Prepayment Amount
Additional Shares	Not exceeding: Maximum Shares – Recycled Shares	If FPA Seller purchases additional 500,000 BCSA Class A ordinary shares, then combined company will pay to FPA Seller: Amount = 500,000*Redemption Price
Subject Shares	Recycled Shares + Additional shares	Subject Shares should not exceed 12 million (beneficial ownership ≤ 9.9%)
Maximum Shares	12,000,000
FPA Seller may sell Subject shares & Additional Shares at its absolute discretion: in one or more transactions publicly or privately & in connection with such sales, terminate the Forward Purchase Transaction in whole or in partin an amount corresponding to the number of Subject Shares and Additional Shares At the end of each calendar month during which any such early termination occurs, the FPA Seller will pay to the combined Company an amount equal to: Terminated Shares*Reset Price
Reset Price (Not applicable to sales of the Subject Shares or Additional Shares that provide proceeds to cover the FPA Sellers for the Shortfall Amount)	Initial Reset Price: Redemption Price
	Subsequent Adjustment: on scheduled trading day of each month commencing on first calendar month following the closing	Lower of: (a) Then current Reset Price (b) $10.0 (c) VWAP of the last 10 scheduled trading days of the prior calendar month Floor Value: $5.00 per share Note: if combined Company offers and sells shares of New Qenta Common Stock in a follow-on offering, or series of related offerings, at a price lower than, the then-current Reset Price, then the Reset Price shall be further reduced to equal the Offering Price
Maturity Date	36 months	Extendable under certain circumstances
After maturity date, Combined Company will be required to purchase from the FPA Seller such number of shares [Consideration: Cash or Stock]  = Maximum Number of Shares – Terminated Shares
Cash Consideration	= $1.75 * (Maximum Shares – Terminated shares)
Stock Consideration (New Qenta Common Stock)	= $1.75 * (Maximum Shares – Terminated shares) ÷ VWAP	VWAP for the 30 trading days before Maturity Date
Break-Up Fee (Payable by BCSA and Qenta to FPA Seller)	Sum of (a) and (b) (a) All fees (not exceeding $75,000) (b) $350,000	BCSA or Qenta terminate FPA before FPA Sellers purchasing shares under the agreement (other than because the Business Combination did not close or Class A Ordinary Share redemptions were less than 80%)

• Share Purchase Agreement:
  • Qenta secured a capital commitment from GEM Global Yield LLC SCS (GEM) of $180 million:
    • GEM agrees to provide Qenta with a share subscription facility for a 48-month term post-closing

• Redemption Protections:
  • None

• Support Agreement:
  • Standard voting support
  • Sponsor agreed to surrender Class B shares and Private Placement Units based on the % of redemptions:

• Lock-up:
  • SPAC Sponsors and Key Target Shareholders: 180 days post-closing
    • Note: Lock-up period to be 180 days for all holders except five Qenta shareholders which will have a 60-day lock-up period

• Closing Conditions:
  • Termination date: November 10, 2023
  • Completion of Domestication
  • Cash in Trust (-) Redemptions (+) Aggregate Financing Proceeds ≥ SPAC Unpaid Transaction Expenses
  • Closing Financial Statements by January 31, 2023
  • Adoption of equity incentive plan
  • Other customary closing conditions

• Termination:
  • No termination fees
  • Standard termination clauses

• Advisors:
  • SPAC Legal Advisors: Perkins Coie LLP and Pillsbury Winthrop Shaw Pittman LLP

• Financials (N/A):
  • No historical or projected financials provided

• Comparables (N/A):
  • No Valuations Provided

• Company Incentive Plan:
  • No information provided

*Denotes estimated figures by CPC

#Reported as on June 30, 2022