Blockchain Coinvestors Acquisition Corp. I (Nasdaq: BCSA), a special purpose acquisition company, and Linqto, Inc., a Delaware corporation, today announced they have entered into a definitive business combination agreement, pursuant to which Linqto will become a wholly-owned subsidiary of BCSA.
From and after the closing of the Transaction, the combined company will operate as Linqto.
Linqto is a technology-enabled investment platform allowing accredited investors “to identify, evaluate, invest in, and make liquid investments in the world’s leading unicorns and other private tech companies.”
Linqto’s vision is to democratize private investing by “making it accessible, affordable, and liquid for individual investors.”
Through an intuitive technology platform, Linqto empowers individuals “to participate in private venture investments, which were once the exclusive domain of institutions and privileged, ultra-wealthy people.”
Joe Endoso, CEO of Linqto said:
“This merger represents a significant milestone in Linqto’s journey towards growth and innovation in the private investing space. We are excited about the opportunities it brings to further enhance our platform and provide even greater value to our investors. Our focus remains steadfast on driving growth and expanding opportunities in the private markets.”
Summary of Transaction
Pursuant to the Transaction, a special purpose vehicle and wholly owned subsidiary of BCSA, will merge with and into Linqto, “with Linqto surviving the merger as a wholly owned subsidiary of BCSA. Linqto’s current outstanding common equity will be canceled, and its shareholders will receive in exchange newly issued shares of BCSA at an implied enterprise value of approximately $700 million, subject to certain adjustments.”
Prior to the closing of the Transaction, BCSA will “change its jurisdiction of incorporation from the Cayman Islands to Delaware. In connection with the Domestication, each outstanding BCSA ordinary share will automatically convert into a share of common stock of the Delaware entity on a one-for-one basis.”
The special committee and board of directors BCSA and “the board of directors of Linqto have both unanimously approved the Transaction, which BCSA and Linqto expect to close in the second half of 2024.”
The Transaction will require the approval of “the shareholders of both Linqto and BCSA and is subject to other customary closing conditions identified in the business combination agreement.”
Investors seeking additional information “about the Transaction, including a copy of the business combination agreement, can consult a Current Report on Form 8-K that BCSA will file with the Securities and Exchange Commission (SEC).”
In addition, BCSA intends to file “a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus, and will file other documents regarding the proposed Transaction with the SEC.”
Advisors
Seward & Kissel LLP are acting as legal counsel to BCSA.
Lowenstein Sandler LLP are acting as legal counsel to Linqto.
Linqto is a global financial technology investment platform “allowing accredited investors to identify, evaluate, and make liquid investments in the world’s leading unicorns and private companies.”
Individual investors worldwide have used Linqto’s platform “to make over US $390 million in private investments in over 60 innovative, mid-to-late-stage, VC-backed tech companies in a diverse range of sectors, including fintech, artificial intelligence software and chips, space tech, blockchain, health tech, sustainable materials, and autonomous vehicles.”
With a rapidly growing community of more than 750,000 users in 110 countries, Linqto is a leader in “democratizing access to private markets.”
