Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing.



As previously disclosed in the Notification of Late Filing on Form 12b-25 filed on March 31, 2023 by Blue Whale Acquisition Corp I (the "Company"), the Company determined that it was unable, without unreasonable effort or expense, to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "Form 10-K") as it needed additional time to provide information to its independent registered public accounting firm necessary to complete the audit of the financial statements for the year ended December 31, 2022. The Company is, and has been, working diligently to complete its Form 10-K as soon as possible; however, due to the high volume of work currently experienced by the advisors to special purpose acquisition companies, the Company was unable to complete and file the Form 10-K by the required due date of March 31, 2023 without unreasonable effort and expense.

On April 21, 2023, the Company received a notice (the "Notice") from the Nasdaq Listing Qualifications staff of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, as a result of not having timely filed its Form 10-K, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. On April 24, 2023, the Company filed the Form 10-K with the SEC.

On April 25, 2023, the Company issued a press release announcing its receipt of the Notice and the filing of the Form 10-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:






Exhibit No.   Description of Exhibits
  99.1          Press Release, dated April 25, 2023.
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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