Qenta Inc. entered into a Business Combination Agreement to acquire Blockchain Coinvestors Acquisition Corp. I (NasdaqGM:BCSA) in reverse merger transaction on November 10, 2022. The Business Combination Agreement provides for, among other things, the following transactions: (i) we will become a Delaware corporation (the ? Domestication ?) and, in connection with the Domestication, (A) our 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. 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. Upon closing of the transaction, the combined company will continue to operate as Qenta. Blockchain?s name will be changed to Qenta Inc. The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Qenta.

(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 (the ? Securities Act ?) registering the New Qenta Common Stock to be issued in the Merger and the Domestication, (iv) the required approvals of our shareholders, (v) the approval of Qenta?s shareholders, (iv) the approval by Nasdaq of our 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 Exchange Act) 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. The extraordinary general meeting of shareholders of Blockchain Coinvestors Acquisition is expected to take place on September 22, 2023. In addition to certain other customary closing conditions, our 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. Qenta expects to use the proceeds from the Transaction to accelerate growth and general corporate purposes, in addition to covering Transaction related costs. As of August 22, 2023, Board believes that the initial business combination opportunity with Qenta 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. As on August 29, 2023, BCSA and Qenta entered into a second amendment to the Business Combination Agreement to eliminate the exclusive dealing provision applicable to BCSA and to limit the exclusive dealing provision applicable to Qenta to transactions involving special purpose acquisition companies and similar ?blank check? companies. Christopher Hall and Gina Eiben of Perkins Coie LLP and Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to Blockchain. Davey Brennan, Abby Parkin, Alexandre Brazeau, Jon Parker of Gowling WLG advised Blockchain Coinvestors Acquisition.

Qenta Inc. cancelled the acquisition of Blockchain Coinvestors Acquisition Corp. I (NasdaqGM:BCSA) in reverse merger transaction on November 8, 2023.