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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