GBBKW Global Blockchain Acquisition Corporation

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 8, 2024

 

GLOBAL BLOCKCHAIN ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41381		87-2045077
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

 

6555 Sanger Road, Suite 200

Orlando, Florida 32827

(Address of principal executive offices and zip code)

 

(407) 720-9250

(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 to 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 Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		GBBK		The NASDAQ Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share		GBBKW		The NASDAQ Stock Market LLC
Rights, each entitling the holder to receive one-tenth of one share of common stock		GBBKR		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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 1.02. Termination of a Material Definitive Agreement.

 

On November 11, 2024, Fourcore Capital, Inc. (f/k/a Cardea Corporate Holdings), a Georgia corporation (“Fourcore”) terminated that certain Agreement and Plan of Merger, dated August 17, 2023 (the “Merger Agreement”), by and among Global Blockchain Acquisition Corp., a Delaware corporation (the “Company”), GB Merger Sub Inc., a Georgia corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Fourcore, Dr. Max Hooper, an individual, in the capacity as representative for the Company and its subsidiaries (the “Purchaser Representative”), and Jordan Waring, an individual, in the capacity as the representative for shareholders of Cardea (the “Seller Representative”).

 

Item 5.01. Changes in Control of Registrant.

 

On November 13, 2024, Global Blockchain Sponsor, LLC (the “GBS”), and Fourcore, entered into a Note Purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things, the GBS transferred to the Purchaser (i) an aggregate of 4,312,500 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”); (ii) and 6,812,500 warrants (the “Warrants” and together with the Common Stock, the “Securities”) to purchase shares of the Company’s common stock at an exercise price of $11.50.

 

As a result of the purchase of Securities pursuant to the Purchase Agreement transactions, Fourcore holds 79.2% of the outstanding shares of the Company’s common stock. In consideration for the Securities purchased pursuant to the Purchase Agreement, Fourcore issued promissory notes with an aggregate face value of $44,000,000.

 

Concurrent with the execution of the Purchase Agreement, Fourcore executed a joinder agreement to become a party to that certain letter agreement, dated May 9, 2022, originally entered into in connection with the Company’s initial public offering (“IPO”), among the Company, GBS and certain equity holders of the Company.

 

The Purchase Agreement did not provide for, and the Company does not expect, a change in the majority of the board of directors of the Company or any change to the officers of the Company as a result of the transactions described herein.

 

The foregoing descriptions of the Purchase Agreement and related agreements and transactions do not purport to be complete, are qualified in their entirety by reference to the full text of the applicable agreements.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

 

The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein.

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

As previously announced, on November 5, 2024, the Company convened a special meeting of Stockholders (the “Meeting”) and adjourned the Meeting until November 8, 2024 without any business being conducted. On November 8, 2024, the Company reconvened and held the Meeting, at which the Company’s stockholder of record voted on the proposals set forth below, each of which is described in detail in the definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on October 22, 2024, which was first mailed by the Company to its stockholders on or about October 25, 2024.

 

As of October 8, 2024, the record date for the Meeting, there were 7,191,880 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company issued and outstanding and entitled to vote at the Meeting. A total of 4,988,534 shares of the Common Stock, representing approximately 90.6% of the issued and outstanding shares of the Common Stock, were present in person by virtual attendance or represented by proxy at the Meeting, constituting a quorum for the Meeting. The final voting results for each proposal submitted to the stockholders of record of the Company at the Meeting are included below.

 

Each of the proposals described below was approved by the Company’s stockholders of record. In connection with the proposal to amend the Company’s amended and restated certificate of incorporation, 61,086 shares of the Company’s common stock were redeemed (the “Redemption”), with 5,447,267 shares of Common Stock remaining outstanding after the Redemption; 684,767 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with our initial public offering (the “Public Shares”). Our public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the trust account as of two business days prior to the vote to approve the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares, subject to the limitations described herein.

 

If we are unable to complete an initial business combination on or before November 12, 2024, as extended monthly for up to nine additional months at the election of the Company and only upon contribution of $0.05 per outstanding Public Share per month, ultimately until as late as August 12, 2025 (unless the stockholders approve a further amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 

 

Set forth below are the final voting results for the proposals:

 

Proposal 1:

 

A proposal to amend the Company’s amended and restated certificate of incorporation, which we refer to as the “charter”, to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from November 12, 2024, monthly for up to nine additional months at the election of the Company and only upon the monthly contribution of $0.05 per outstanding public share, ultimately until as late as August 12, 2025.

 

For		Against		Abstentions
4,975,436		0		0

 

Proposal 2:

 

A proposal to approve the amendment to the Investment Management Trust Agreement, dated May 9, 2022, by and between the Company and Continental Stock Transfer & Company, to authorize the extension subject to Proposal 1 above and its implementation by the Company.

 

For		Against		Abstentions
4,975,436		0		0

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Amendment to Amended and Restated Certificate of Incorporation of Global Blockchain Acquisition Corporation, dated November 8, 2024
10.1		Form of Amendment to the Investment Management Trust Agreement
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.

 

	Global Blockchain ACQUISITION CORP.
Date: November 15, 2024	By:	/s/ Max Hooper
	Name:	Max Hooper
	Title:	Chief Executive Officer

 

 

4

 

Exhibit 3.1

 

AMENDMENT

 

TO THE

 

AMENDED AND RESTATED

 

CERTIFICATE OF INCORPORATION

 

OF

 

GLOBAL BLOCKCHAIN ACQUISITION CORP.

 

Pursuant to Section 242 of the
Delaware General Corporation Law

 

GLOBAL BLOCKCHAIN ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

 

1.

The name of the Corporation is Global Blockchain Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on March 18, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on May 9, 2022 (the “Amended and Restated Certificate of Incorporation”).

 

2.

This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.

 

3.

This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).

 

4.

The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:

 

(b)

Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 20, 2022, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement (the “Trust Agreement”). Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by November 12, 2024 (or, if the Office of the Delaware Division of Corporations shall not be open for business (including the filing of corporate documents), then on the next such date upon which the Office of the Delaware Division of Corporations shall be open), which may be extended by the Corporation monthly for up to nine additional months (ultimately until as late as August 12, 2025), in the sole discretion of the Corporation, by the Corporation causing $0.05 for each Offering Share remaining outstanding to be contributed into the Trust Account for each of the nine subsequent calendar months commencing on November 12, 2024, needed by the Corporation to complete an initial business combination (the “Deadline Date”)) and (iii) the redemption of shares in connection with a vote seeking to amend such provisions of this Amended and Restated Certificate as described in Section 9.7. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are Global Blockchain Sponsor, LLC (the “Sponsor”), or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

 

 

5.

The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows:

 

(d)

In the event that the Corporation has not consummated an initial Business Combination by November 12, 2024 (which may be extended by the Corporation monthly for up to nine additional months (ultimately until as late as August 12, 2025) in the sole discretion of the Corporation pursuant to Section 9.1(b)) the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

 

6.

The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows:

 

Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate (a) to modify the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial business combination by November 12, 2024 (which may be extended by the Corporation monthly for up to nine additional months (ultimately until as late as August 12, 2025)) or (b) with respect to any other material provisions of this Amended and Restated Certificate relating to stockholders’ rights or pre-initial business combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding Offering Shares; provided, however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.

 

IN WITNESS WHEREOF, Global Blockchain Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 8^th day of November, 2024.

 

GLOBAL BLOCKCHAIN ACQUISITION CORP.
By:	/s/ Max Hooper
Name:	Max Hooper
Title:	Chief Executive Officer

 

 

 

Exhibit 10.1

 

FORM OF AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Amendment No. 1 (this “Amendment”), dated as of [        ], 2024, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Global Blockchain Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

 

WHEREAS, the Company and the Trustee entered into the Trust Agreement on May 9, 2022;

 

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

 

WHEREAS, at an special meeting of the Company held on [         ], 2024, the Company’s stockholders approved (i) a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “A&R COI”) to authorize the Company to extend the date of November 12, 2024, up to nine times for an additional one (1) month each time (ultimately until as late as August 12, 2025) by which the Company must (a) consummate a merger, capital stock exchange, asset, stock purchase, reorganization or other similar business combination, which we refer to as our initial business combination, or (b) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the shares of common stock of the Company included as part of the units sold in the Company’s initial public offering that was consummated on May 12, 2022, and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company; and

 

NOW THEREFORE, IT IS AGREED:

 

1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer, President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) November 12, 2024, or as late as August 12, 2025, if the Company’s Board of Directors extends the time to complete the Business Combination up to nine times for an additional one (1) month each time (for a maximum of nine one-month extensions), upon the deposit into the Trust Account of $0.05 for each outstanding public share by the Sponsor or its designees on or prior to August 12, 2023 or such other date as may be extended, and (ii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation (the latest of the foregoing, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, shall be distributed to the Public Stockholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;”

 

 

2. Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

[Letterhead of Company]

 

[Date]

 

Continental Stock Transfer & Trust Company
1 State Street, 30^th Floor
New York, N.Y. 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account — Termination Letter

 

Ladies & Gentlemen:

 

Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Global Blockchain Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of May 18, 2022 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as amended. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.

 

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [          ]¹ as the record date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the amended and restated certificate of incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.

 

Very truly yours,
GLOBAL BLOCKCHAIN ACQUISITION CORP.
By:
Name:
Title:

 

cc: I-Bankers Securities, Inc. & Dawson James Securities, Inc.

 

* * * *

 

1	November 12, 2023 (which may be extended by the Corporation monthly for up to nine additional months (ultimately until as late as August 12, 2025)).

 

 

3.	All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

 

4.

This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

 

5.

This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(d) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

 

6.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Trust Agreement as of the date first written above.

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:
	[          ]
GLOBAL BLOCKCHAIN ACQUISITION CORP.
By:
	[          ], Chief Executive Officer

 

 

4

 

v3.24.3

Cover	Nov. 08, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41381
Entity Registrant Name	GLOBAL BLOCKCHAIN ACQUISITION CORP.
Entity Central Index Key	0001894951
Entity Tax Identification Number	87-2045077
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6555 Sanger Road
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32827
City Area Code	407
Local Phone Number	720-9250
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GBBK
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share
Trading Symbol	GBBKW
Security Exchange Name	NASDAQ
Rights, each entitling the holder to receive one-tenth of one share of common stock
Title of 12(b) Security	Rights, each entitling the holder to receive one-tenth of one share of common stock
Trading Symbol	GBBKR
Security Exchange Name	NASDAQ

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