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~~April 1725, ~~2021~~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 of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

PO Box 1093, Boundary Hall,
Cricket Square, Grand Cayman
Cayman Islands		KY1-1102
(Address of principal executive offices)		(Zip Code)

+1 (345) 949-8066

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	BWCAU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	BWC	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	BWCAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4 3.~~02. Non-Reliance on~~01 ~~Previously~~Notice ~~Issued~~of ~~Financial~~Delisting ~~Statements~~ or Failure to Satisfy a ~~Related~~Continued ~~Audit~~Listing ~~Report~~Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Review.~~of Listing.

~~The~~As previously ~~management~~disclosed ofin the ~~Company~~Notification ~~has re-evaluated the~~of ~~Company’s~~Late ~~application~~Filing ofon ~~ASC 480~~Form 12b-~~10-S99-3A to~~25 ~~its~~filed ~~accounting~~on ~~classification~~March of31, ~~the~~2023 ~~redeemable~~by ~~Class A~~Blue ~~ordinary~~Whale ~~shares~~Acquisition Corp I (the “Company”), ~~par~~the ~~value~~Company ~~$0.0001~~determined ~~per~~that ~~share~~it ~~(the~~was ~~“Public~~unable, ~~Shares”)~~without unreasonable effort or expense, ~~issued~~to astimely ~~part~~file ofits ~~the~~Annual Report ~~units~~on ~~sold~~Form in10-K for the ~~Company’s~~fiscal ~~initial~~year ~~public~~ended ~~offering~~December 31, 2022 (the “~~IPO~~Form 10-K”) onas ~~August 6,~~it ~~2021.~~needed ~~Historically,~~additional atime ~~portion~~to ofprovide information ~~the~~to ~~Public~~its ~~Shares~~independent ~~were~~registered ~~classified~~public asaccounting ~~permanent~~firm ~~equity~~necessary to ~~maintain~~complete ~~net~~the ~~tangible~~audit ~~assets~~of ~~greater~~the ~~than~~financial ~~$5,000,000~~statements onfor the year ~~basis~~ended ~~that~~December ~~the~~31, ~~Company~~2022. ~~will~~The ~~consummate~~Company ~~its~~is, ~~initial~~and ~~business~~has ~~combination~~been, ~~only~~working ifdiligently ~~the~~to ~~Company~~complete ~~has~~its ~~net~~Form ~~tangible~~10-K ~~assets~~as ofsoon atas ~~least~~possible; $5however,~~000,001.~~ due ~~Pursuant~~ to ~~such re-evaluation,~~ the ~~Company’s~~high ~~management~~volume ~~has~~of ~~determined~~work ~~that~~currently experienced by the ~~Public~~advisors ~~Shares~~to ~~include~~special ~~certain~~purpose ~~provisions~~acquisition ~~that~~companies, ~~require~~the ~~classification~~Company ofwas ~~the~~unable to ~~Public~~complete ~~Shares~~and asfile ~~temporary~~the ~~equity~~Form ~~regardless~~10-K ofby the ~~minimum~~required ~~net~~due ~~tangible~~date ~~assets~~of ~~required~~March to31, ~~complete~~2023 ~~the~~without ~~Company’s~~unreasonable ~~initial~~effort ~~business~~and ~~combination~~expense.

~~Therefore,~~On April ~~on November 17~~21, ~~2021~~2023, the Company’s ~~management~~received ~~and~~a ~~the~~notice ~~audit committee of the Company’s board of directors~~ (the “~~Audit Committee~~Notice”) ~~concluded~~from ~~that~~ the ~~Company’s~~Nasdaq ~~previously~~Listing ~~issued~~Qualifications ~~balance~~staff ~~sheet~~of asThe ofNasdaq ~~August~~Stock Market 6,LLC ~~2021,~~(“Nasdaq”) ~~filed~~indicating that, as ~~Exhibit~~a ~~99.1~~result toof ~~the~~not ~~Company’s~~having ~~Current~~timely ~~Report~~filed onits Form 810-K, ~~filed with~~ the ~~SEC~~Company onis ~~August~~not ~~13,~~in ~~2021,~~compliance with ~~(collectively,~~Nasdaq ~~the~~Listing ~~“Affected~~Rule ~~Period”~~5250(c)(1), ~~should~~which berequires ~~restated~~listed companies to ~~report~~timely file all ~~Public~~required ~~Shares~~periodic asfinancial ~~temporary~~reports ~~equity~~with atthe Securities ~~full redemption value~~ and ~~should~~Exchange noCommission. ~~longer~~On beApril ~~relied~~24, ~~upon. As such~~2023, the Company ~~will~~filed ~~restate its financial statement for~~ the ~~Affected Period in the Company’s Quarterly Report on~~ Form 10-QK ~~for the quarterly period ended September 30, 2021, (the “Q3 Form 10-Q”) that will be filed~~ with the SEC.

~~The~~On April 25, 2023, the Company ~~does~~issued a ~~not~~press ~~expect~~release ~~any~~announcing its receipt of the ~~above~~Notice ~~changes~~and ~~will~~the ~~have~~filing ~~any~~of ~~impact~~the onForm ~~its~~10-K. ~~cash~~A ~~position~~copy ~~and~~of ~~cash~~the ~~held~~press inrelease ~~the~~is ~~trust~~attached ~~account~~hereto as ~~established~~Exhibit in99.1 ~~connection~~and ~~with~~is ~~the~~incorporated ~~IPO.~~herein by reference.

~~The~~Item ~~Company’s~~9.01 ~~management~~Financial ~~has~~Statements ~~concluded that in light of the restatement described above, a material weakness exists in the Company’s internal control over financial reporting~~ and ~~that the Company’s disclosure controls and procedures were not effective~~Exhibits. ~~The steps the Company has taken to remediate such material weakness will be described in more detail in the Q3 Form 10-Q.~~

~~The~~(d) ~~Company’s~~Exhibits. ~~management~~The ~~and~~following ~~the~~exhibits ~~Audit~~are ~~Committee~~filed ~~have~~with ~~discussed the matters disclosed in~~ this ~~Current Report on~~ Form 8-K ~~pursuant to this Item 4.02 with Marcum.~~ :

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)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Blue Whale Acquisition Corp I		~~Blue Whale Acquisition Corp I~~
Date: November 22, 2021			By:	/s/ Maxime Franzetti
Date: April 25, 2023	By:	/s/ Maxime Franzetti
			Name: Maxime Franzetti
	Name:	Maxime Franzetti
			Title: Chief Executive Officer
	Title:	Chief Executive Officer

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