BWCAU / Blue Whale Acquisition Corp I - Units (1 Ord Share Class A & 1/4 War) - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40706 Blue Whale Acquisition Corp I (Exact name of registrant as specifi

Blue Whale Acquisition Corp I Announces Redemption of Class A Ordinary Shares

Exhibit 99.1 Blue Whale Acquisition Corp I Announces Redemption of Class A Ordinary Shares NEW YORK and ABU DHABI, UAE—July 28, 2023—Blue Whale Acquisition Corp I (the “Company”) announced today that due to the Company not consummating an initial business combination within the time period disclosed in its registration statement on Form S-1 which was declared effective on August 3, 2021 (File No.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2023 Blue Whale Acquisition Corp I (Exact name of registrant as specified in its charter) Cayman Islands 001-40706 98-1590107 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40706 Blue Whale Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40706 CUSIP Numbers: G1330M103; G1330M111; G1330M129 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Rep

Blue Whale Acquisition Corp I Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K

Exhibit 99.1 Blue Whale Acquisition Corp I Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K ABU DHABI, United Arab Emirates, April 25, 2023 – Blue Whale Acquisition Corp I (the “Company”) received on April 21, 2023 a standard notice from Nasdaq indicating that, as a result of not having timely filed its Annual Report on Form 10-K for the fisca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2023 (April 21, 2023) B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2023 (April 21, 2023) Blue Whale Acquisition Corp I (Exact name of registrant as specified in its charter) Cayman Islands 001-40706 98-1590107 (State or other jurisdiction (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Blue Whale Acquisition Corp I (Exact name of reg

Amended and Restated Promissory Note, Dated March 13, 2023, between the Company and the Sponsor.

Exhibit 10.15 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40706 CUSIP Numbers: G1330M103; G1330M111; G1330M129 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition

KYG1330M1033 / Blue Whale Acquisition Corp. I / GUGGENHEIM CAPITAL LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Blue Whale Acquisition Corp I (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G1330M103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

KYG1330M1033 / Blue Whale Acquisition Corp. I / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Blue Whale Acquisition Corp I (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G1330M103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40706 Blue Whale Acqui

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40706 Blue Whale Acquisitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40706 Blue Whale Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40706 CUSIP Numbers: G1330M103; G1330M111; G1330M129 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Rep

Description of Securities.

EX-4.2 2 bluewhale1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 DESCRIPTION OF SECURITIES The following description of Blue Whale Acquisition Corp I's (the “Company,” “we”, “us” or "our") securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated bye-laws, which is incorporated by reference as an exhibit to th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Blue Whale Acquisition Corp I (Exact name of reg

Convertible Promissory Note, dated February 16, 2022, between the Company and the Sponsor.

Exhibit 10.14 THIS CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40706 CUSIP Numbers: G1330M103; G1330M111; G1330M129 (Check one): ? Form 10-K ? Form 20-F ? Form 11- K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition

KYG1330M1033 / Blue Whale Acquisition Corp. I / GUGGENHEIM CAPITAL LLC Passive Investment

SC 13G 1 guggenheim-bwc123121.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Blue Whale Acquisition Corp I (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G1330M103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statem

BWCAU / Blue Whale Acquisition Corp I Unit / Apollo Management Holdings GP, LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Blue Whale Acquisition Corp I (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G1330M111** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

KYG1330M1033 / Blue Whale Acquisition Corp. I / NAYA CAPITAL MANAGEMENT UK LTD - BLUE WHALE ACQUISITION CORP I Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Blue Whale Acquisition Corp I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1330M103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40706 Blue Whale Acqui

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2021 Blue Whale Acquisition Corp I (Exact name of registrant as specified in its charter) Cayman Islands 001-40706 98-1590107 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40706 CUSIP Numbers: G1330M103; G1330M111; G1330M129 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40706 CUSIP Numbers: G1330M103; G1330M111; G1330M129 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BLUE WHALE ACQUISITION CORP I (Exact

Blue Whale Acquisition Corp I Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants, Commencing September 24, 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE Blue Whale Acquisition Corp I Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants, Commencing September 24, 2021 NEW YORK AND ABU DHABI, UAE, September 23, 2021 — Blue Whale Acquisition Corp I (NASDAQ: BWCAU) (the “Company”) today announced that, commencing September 24, 2021, holders of the units sold in the Company’s initial publi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2021 Blue Whale Acquisition Corp I (Exact name of registrant as specified in its charter) Cayman Islands 001-40706 98-1590107 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40706 CUSIP Numbers: G1330M103; G1330M111; G1330M129 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Repo

BWCAU / Blue Whale Acquisition Corp I Unit / Blue Whale Sponsor I LLC - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Blue Whale Acquisition Corp I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1330M103 (CUSIP Number) Blue Whale Sponsor I LLC Attention: Kevin Kokko, Manager P.O. Box 1093 Boundary Hall Cricket Square

Financial Statements and Exhibits, Other Events

8-K 1 d215755d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2021 Blue Whale Acquisition Corp I (Exact name of registrant as specified in its charter) Cayman Islands 001-40706 98-1590107 (State or other juris

BLUE WHALE ACQUISITION CORP I UNAUDITED PRO FORMA BALANCE SHEET AS OF AUGUST 6, 2021 August 6, 2021 Pro Forma Adjustments As Adjusted (unaudited) (unaudited) ASSETS Cash $ 2,000,491 $ — $ 2,000,491 Prepaid Expense 19,200 — 19,200 Total current assets

Exhibit 99.1 BLUE WHALE ACQUISITION CORP I UNAUDITED PRO FORMA BALANCE SHEET AS OF AUGUST 6, 2021 August 6, 2021 Pro Forma Adjustments As Adjusted (unaudited) (unaudited) ASSETS Cash $ 2,000,491 $ ? $ 2,000,491 Prepaid Expense 19,200 ? 19,200 Total current assets 2,019,691 ? 2,019,691 Cash held in Trust Account 200,000,000 29,408,110 (a) 229,408,110 588,162 (b) (588,162 ) (c) Total Assets $ 202,01

JOINT FILING AGREEMENT blue whale acquisition corp i

EXHIBIT 1 JOINT FILING AGREEMENT blue whale acquisition corp i In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing.

BWCAU / Blue Whale Acquisition Corp I Unit / Apollo Management Holdings GP, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Blue Whale Acquisition Corp I (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G1330M111** (CUSIP Number) August 6, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

BWCAU / Blue Whale Acquisition Corp I Unit / Blue Whale Sponsor I LLC - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Blue Whale Acquisition Corp I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1330M103 (CUSIP Number) Blue Whale Sponsor I LLC Attention: Kevin Kokko, Manager P.O. Box 1093 Boundary Hall Cricket Square

EXHIBIT 1 - JOINT FILING AGREEMENT

EX-1 2 ex1.htm AGREEMENT OF JOINT FILING EXHIBIT 1 - JOINT FILING AGREEMENT This joint filing agreement (this “Agreement”) is made and entered into as of this 16th day of August, 2021, by and among Blue Whale Sponsor I LLC, Kevin Kokko and MIC Capital Partners (Public) Parallel Cayman, LP. The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as ap

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2021 Blue Whale Acquisition Corp I (Exact name of registrant as specified in its charter) Cayman Islands 001-40706 98-1590107 (State or other jurisdiction of incorporation)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.1 2 d189570dex991.htm EX-99.1 Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Blue Whale Acquisition Corp I Opinion on the Financial Statement We have audited the accompanying balance sheet of Blue Whale Acquisition Corp I (the “Company”) as of August 6, 2021, and the related notes (collectively referred to as the “financial

BWCAU / Blue Whale Acquisition Corp I Unit / Third Point LLC - SCHEDULE 13G Passive Investment

SC 13G 1 t44799292a.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Blue Whale Acquisition Corp I (Name of Issuer) Units, each consisting of one share of Class A ordinary shares, $0.0001 par value per share, and one-fourth of one redeemable warrant (Title of Class of Securities) 001-40

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

EX-99.1 2 t44799292b.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing addit

Warrant Agreement, dated August 3, 2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

EX-4.1 5 d204252dex41.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT BLUE WHALE ACQUISITION CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 3, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated August 3, 2021, is by and between Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as

Indemnity Agreement, dated August 3, 2021, between the Company and Russ Pillar (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

EX-10.6 11 d204252dex106.htm EX-10.6 Exhibit 10.6 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 3, 2021. Between: (1) BLUE WHALE ACQUISITION CORP I, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the unde

Forward Purchase Agreement, dated August 3, 2021, between MIC Capital Partners (Public) Parallel Cayman, LP and the Company (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

EX-10.13 18 d204252dex1013.htm EX-10.13 Exhibit 10.13 EXECUTION VERSION FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of August 3, 2021, by and between Blue Whale Acquisition Corp. I, a Cayman Islands limited liability company (the “Company”), and MIC Capital Partners (Public) Parallel Cayman, LP, a Cayman Islands limited partnership (the “Purchas

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d204252d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2021 Blue Whale Acquisition Corp I (Exact name of registrant as specified in its charter) Cayman Islands 001-40243 98-1581160 (State or other jurisd

Indemnity Agreement, dated August 3, 2021, between the Company and David H. Johnson (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

Exhibit 10.7 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of August 3, 2021. Between: (1) BLUE WHALE ACQUISITION CORP I, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) the undersigned individual (?Indemnitee?). Wh

Indemnity Agreement, dated August 3, 2021, between the Company and Gregg Walker (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

EX-10.10 15 d204252dex1010.htm EX-10.10 Exhibit 10.10 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 3, 2021. Between: (1) BLUE WHALE ACQUISITION CORP I, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the

Blue Whale Acquisition Corp I Announces Closing of $200,000,000 Initial Public Offering

EX-99.2 20 d204252dex992.htm EX-99.2 Exhibit 99.2 Blue Whale Acquisition Corp I Announces Closing of $200,000,000 Initial Public Offering August 6, 2021 NEW YORK and ABU DHABI, UAE, Aug. 6, 2021 — Blue Whale Acquisition Corp I (Nasdaq: BWCAU) (the “Company”) announced today the closing of its initial public offering of 20,000,000 units, at a price to the public of $10.00 per unit, resulting in gro

Indemnity Agreement, dated August 3, 2021, between the Company and Maxime Franzetti (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

EX-10.5 10 d204252dex105.htm EX-10.5 Exhibit 10.5 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 3, 2021. Between: (1) BLUE WHALE ACQUISITION CORP I, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the unde

Sponsor Warrants Purchase Agreement, dated December 7, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

Exhibit 10.4 EXECUTION VERSION SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of August 3, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the ?Company?), and Blue Whale Sponsor I LLC, a Cayman Islands limited liability company (the ?Purchaser?).

Investment Management Trust Agreement, dated August 3, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

EX-10.2 7 d204252dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 3 , 2021, by and between Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS

Mubadala Capital’s Blue Whale Acquisition Corp I Announces Pricing of $200 Million Initial Public Offering

Exhibit 99.1 Mubadala Capital?s Blue Whale Acquisition Corp I Announces Pricing of $200 Million Initial Public Offering ABU DHABI, August 4, 2021 ? Blue Whale Acquisition Corp I (the ?Company?) announced today the pricing on August 3, 2021 of its initial public offering of 20,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (?Nasdaq?) in the United States and

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 6, 2021)

EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUE WHALE ACQUISITION CORP I (ADOPTED BY SPECIAL RESOLUTION PASSED ON 5 JULY 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF BLUE WHALE ACQUISITION COR

Letter Agreement, dated August 3 2021, among the Company, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

Exhibit 10.1 EXECUTION VERSION August 3, 2021 Blue Whale Acquisition Corp I Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be en

Second Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

EX-3.2 4 d204252dex32.htm EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUE WHALE ACQUISITION CORP I (ADOPTED BY SPECIAL RESOLUTION PASSED ON 6 JULY 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF

Underwriting Agreement, dated August 3, 2021, among the Company, Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the underwriters.

Exhibit 1.1 Blue Whale Acquisition Corp I 20,000,000 Units Underwriting Agreement August 3, 2021 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 BofA Securities, Inc. One Bryant Park New York, New York 10036 As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Blue Whale Acquisition Corp I, a Cayman Islands e

Indemnity Agreement, dated August 3, 2021, between the Company and Jordan Zachary (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

EX-10.9 14 d204252dex109.htm EX-10.9 Exhibit 10.9 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 3, 2021. Between: (1) BLUE WHALE ACQUISITION CORP I, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the unde

Indemnity Agreement, dated August 3, 2021, between the Company and Adib Mattar (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

EX-10.11 16 d204252dex1011.htm EX-10.11 Exhibit 10.11 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 3, 2021. Between: (1) BLUE WHALE ACQUISITION CORP I, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the

Registration Rights Agreement, dated August 3, 2021, among the Company, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 3, 2021, is made and entered into by and among Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the ?Company?), Blue Whale Sponsor I LLC, a Cayman Islands limited liability company (the ?Sponsor?), and each of the undersigned parties listed on the

Indemnity Agreement, dated August 3, 2021, between the Company and Zahavah Levine (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

EX-10.8 13 d204252dex108.htm EX-10.8 Exhibit 10.8 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 3, 2021. Between: (1) BLUE WHALE ACQUISITION CORP I, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the unde

Administrative Services Agreement, dated August 3, 2021, between the Company and Blue Whale Sponsor I LLC (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).

EX-10.12 Exhibit 10.12 EXECUTION VERSION Blue Whale Acquisition Corp I Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands August 3, 2021 Blue Whale Sponsor I LLC Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Ag

$200,000,000 Blue Whale Acquisition Corp I 20,000,000 Units

Filed pursuant to Rule 424(b)(4) Registration No. 333-257816 PROSPECTUS $200,000,000 Blue Whale Acquisition Corp I 20,000,000 Units Blue Whale Acquisition Corp I is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BLUE WHALE ACQUISITION CORP I (Exact Name of Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BLUE WHALE ACQUISITION CORP I (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1590107 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identi

Form of Underwriting Agreement

EX-1.1 2 d138347dex11.htm EX-1.1 Exhibit 1.1 Blue Whale Acquisition Corp I 20,000,000 Units Underwriting Agreement [•], 2021 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 BofA Securities, Inc. One Bryant Park New York, New York 10036 As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Blue Whale Acquisitio

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT BLUE WHALE ACQUISITION CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warr

As filed with the U.S. Securities and Exchange Commission on July 26, 2021 under the U.S. Securities Act of 1933, as amended.

S-1/A 1 d138347ds1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on July 26, 2021 under the U.S. Securities Act of 1933, as amended. Registration No. 333-257816 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blue Whale Acquisition Corp I (Exact name of registrant as s

Form of Indemnity Agreement

EX-10.7 17 d138347dex107.htm EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021. Between: (1) BLUE WHALE ACQUISITION CORP I, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned individual (“Indem

Second Amended and Restated Memorandum and Articles of Association

Exhibit 3.4 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUE WHALE ACQUISITION CORP I (ADOPTED BY SPECIAL RESOLUTION PASSED ON 6 JULY 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF BLUE WHALE ACQUISITION CORP I (AD

Form of Sponsor Warrants Purchase Agreement between the Registrant and Blue Whale Sponsor I LLC

Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Blue Whale Sponsor I LLC, a Cayman Islands limited liability company (the “Purchaser”). WHEREAS: The Company i

Securities Subscription Agreement, March 11, 2021, between the Registrant and Blue Whale Sponsor I LLC

EX-10.5 15 d138347dex105.htm EX-10.5 Exhibit 10.5 BLUE WHALE ACQUISITION CORP I Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1 -1104, Cayman Islands Blue Whale Sponsor I LLC March 11, 2021 Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1 -1104, Cayman Islands RE: Securities Subscription Agreement Ladies and Gentlemen: Blue Whale Acquisi

Consent of Jordan Zachary

EX-99.6 27 d138347dex996.htm EX-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Blue Whale Acquisition Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

Form of Letter Agreement among the Registrant and its directors and officers and Blue Whale Sponsor I LLC

Exhibit 10.2 [ ], 2021 Blue Whale Acquisition Corp I Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and betwe

Specimen Class A Ordinary Share Certificate

Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP BLUE WHALE ACQUISITION CORP I INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF BLUE WHALE ACQUISITION CORP I (THE “COMPANY”) transferable on the register of members of

Promissory Note, dated March 11, 2021, issued to Blue Whale Sponsor I LLC

Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Consent of Zahavah Levine

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Blue Whale Acquisition Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Blue Wha

Consent of David H. Johnson

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Blue Whale Acquisition Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Blue Wha

Specimen Unit Certificate

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP BLUE WHALE ACQUISITION CORP I UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A Ordinary Share, par value $0.0001 per shar

Form of Administrative Services Agreement, by and between the Registrant and an affiliate of the Registrant

Exhibit 10.8 Blue Whale Acquisition Corp I Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands [●], 2021 Blue Whale Sponsor I LLC Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and

Power of Attorney (included on signature page to the initial filing of this Registration Statement)

As filed with the U.S. Securities and Exchange Commission on July 9, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blue Whale Acquisition Corp I (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1590107 (State or other jurisdiction of incorporation or o

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT BLUE WHALE ACQUISITION CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [ ], 2021, is by and between Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warr

Form of Forward Purchase Agreement between MIC Capital Partners (Public) Parallel Cayman, LP and the Company

Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of July [], 2021, by and between Blue Whale Acquisition Corp. I, a Cayman Islands limited liability company (the “Company”), and MIC Capital Partners (Public) Parallel Cayman, LP, a Cayman Islands limited partnership (the “Purchaser”). Recitals WHEREAS, the Company was incorporated for the

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021, by and between Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No.

Form of Registration Rights Agreement between the Registrant and certain security holders

EX-10.4 14 d138347dex104.htm EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Blue Whale Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Blue Whale Sponsor I LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the undersigned parties l

Consent of Gregg Walker

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Blue Whale Acquisition Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Blue Wha

Amended and Restated Memorandum and Articles of Association

EX-3.3 4 d138347dex33.htm EX-3.3 Exhibit 3.3 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUE WHALE ACQUISITION CORP I (ADOPTED BY SPECIAL RESOLUTION PASSED ON 5 JULY 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF

Memorandum and Articles of Association

Exhibit 3.2 EXEMPTED Company Registered and filed as No. 372714 On 10-Mar-2021 Assistant Registrar THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUE WHALE ACQUISITION CORP I Auth Code: F08024210702 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 372714 On 10-Mar-2021 Assistant Registrar THE COMPANIES ACT (AS

Consent of Adib Mattar

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Blue Whale Acquisition Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Blue Wha

Consent of Maxime Franzetti

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Blue Whale Acquisition Corp I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Blue Wha

Certificate of Incorporation

EX-3.1 2 d138347dex31.htm EX-3.1 Exhibit 3.1 MC-372714 Certificate Of Incorporation I, MELANIE E. RIVERS Assistant Registrar of Companies of the Cayman Islands DO HEREBY CERTIFY, pursuant to the Companies Law CAP. 22, that all requirements of the said Law in respect of registration were complied with by Blue Whale Acquisition Corp I an Exempted Company incorporated in the Cayman Islands with Limit

Form of Code of Ethics and Business Conduct

Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF BLUE WHALE ACQUISITION CORP I 1.

As submitted confidentially with the Securities and Exchange Commission on May 13, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidentia

DRS 1 filename1.htm As submitted confidentially with the Securities and Exchange Commission on May 13, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT U