Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm.
On January 14, 2022, the Audit Committee of the Board of Directors (the "Audit
Committee") of Blockchain Coinvestors Acquisition Corp. I, a Cayman Islands
exempted company (the "Company"), approved the dismissal of Marcum LLP
("Marcum") as the Company's independent registered public accounting firm. The
dismissal was effective as of January 17, 2022.
The reports of Marcum on (i) the Company's balance sheet as of July 2, 2021, the
related statements of operations, shareholder's equity and cash flows for the
period from June 11, 2021 (inception) through July 2, 2021, and the related
notes (collectively, the "Initial Financials"), and (ii) the Company's balance
sheet as of November 15, 2021, and the related notes, did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles, except for the substantial
doubt about the Company's ability to continue as a going concern expressed in
Marcum's report with respect to the Initial Financials.
During the period from June 11, 2021 (inception) through December 31, 2021 and
the subsequent interim period through January 17, 2022, there were no
(i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with
Marcum on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements, if not resolved
to the satisfaction of Marcum, would have caused Marcum to make reference to the
subject matter of the disagreements in its reports on the financial statements
of the Company, or (ii) "reportable events" (as defined in Item 304(a)(1)(v) of
Regulation S-K).
The Company has provided Marcum with a copy of the disclosures it is making in
this Item 4.01(a) of this Current Report on Form 8-K and requested that Marcum
furnish a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements above, and, if not, stating the respects
in which it does not agree. A copy of Marcum's letter dated January 20, 2022 is
filed as Exhibit 16.1 hereto.
(b) Engagement of New Independent Registered Public Accounting Firm.
On January 14, 2022, the Audit Committee approved the engagement of
WithumSmith+Brown, PC ("Withum"), subject to the execution of the engagement
letter approved by the Audit Committee, as the Company's independent registered
public accounting firm for the fiscal year ending December 31, 2021, and for
each of the quarters ending March 31, 2022, June 30, 2022, and September 30,
2022. The engagement of Withum was effective as of January 17, 2022.
During the period from June 11, 2021 (inception) through December 31, 2021 and
the subsequent interim period through January 17, 2022, neither the Company nor
anyone on its behalf consulted Withum regarding (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the consolidated
financial statements of the Company; or (ii) any matter that was either the
subject of a disagreement or a reportable event as described above; and Withum
provided neither a written report nor oral advice to the Company that was an
important factor considered by the Company in reaching a decision as to an
accounting, auditing or financial reporting issue.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being filed herewith:
Exhibit
No. Description
16.1 Letter dated January 20, 2022 from Marcum LLP to Securities and
Exchange Commission
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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