Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

 

 

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 4, 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)

 

[phone]

(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 8.01. Other Events.

 

Adjournment of Special Meeting of Shareholders

 

On November 4, 2024, Global Blockchain Acquisition Corporation (“GBBK” or the “Company”) announced that the special meeting of stockholders called by the Company (the “Special Meeting”), which was originally scheduled for 11:00 a.m. Eastern time on Tuesday, November 5, 2024, will be adjourned to 11:00 a.m. Eastern time on Friday, November 8, 2024. At the Special Meeting, shareholders will be asked to consider and approve an extension of consider and approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from November 12, 2024 to August 12, 2025, or such earlier date as determined by the Company’s board of directors (the “Extension”),

 

The Special Meeting will readjourn at 11:00 a.m., Eastern time, on November 8, 2024, via a live webcast at https://www.cleartrustonline.com/GBBK.

 

In connection with the Extension, and as discussed in the Company’s definitive proxy statement filed with the SEC on October 22, 2024 (as may be amended, the “Proxy Statement”), holders of the Company’s common stock issued in the Company’s initial public offering (such shares, the “Public Shares”) had the opportunity to submit their Public Shares for redemption in connection with the Extension.

 

In consideration of the Revised Monthly Amount to be Contributed by the Company and the Dissolution Expense Waiver (each as defined below), the Company is adjourning the meeting to allow time for such holders of Public Shares who have previously redeemed their shares to withdraw and reverse their tender of such shares (“Redemption Reversals”). Redemption Reversals will require the consent of the Company, and may be considered until the Special Meeting readjourns. If you delivered your shares for redemption to the transfer agent and decide not to redeem your Public Shares, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting the transfer agent at:

 

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

Attn: SPAC Redemption Team

e-mail: [e-mail]

 

with copy to:

 

I-Bankers Securities, Inc.

Attn: Matt McCloskey

e-mail: [e-mail]

 

The Company plans to continue to solicit proxies from shareholders during the period prior to the Special Meeting. Only the holders of the Company’s common stock as of the close of business on October 8, 2024, the record date for the Special Meeting, are entitled to vote at the Special Meeting.

 

Additional Cash Contribution to Trust Account

 

The Company also announced that Global Blockchain Sponsor, LLC (the “Sponsor”) or its designees have agreed to revise the contribution they had previously intended to make, if the Extension Proposal is approved and implemented.

 

The Sponsor had previously agreed to contribute lesser of (A) $25,000 or (B) $0.05 per outstanding public share which does not redeem at the Special Meeting for each calendar month (commencing on November 12, 2024 and ending on the 12th day of each subsequent month) until August 12, 2025 (each, an “Extension Period”), or portion thereof, that the Company needs to complete an initial business combination.

 

As revised, the Sponsor and its designees have now agreed to contribute an amount (the “Revised Monthly Amount”) equal to $0.05 per Public Share that is not redeemed, for each monthly Extension Period (the “Contribution”). All funds in the Company’s trust account, including those funds deposited in connection with the Contribution, will be held in an interest-bearing demand deposit account at a bank until the earlier of the consummation of the Company’s initial business combination or liquidation.

 

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Each Contribution will be deposited in the Company’s trust account within promptly at the beginning of each Extension Period (or portion thereof), and any Contribution is conditioned upon the implementation of the Extension. No Contribution will occur if the Extension is not approved or is not completed. The amount of each Contribution will not bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of its initial business combination. The Company will have the sole discretion whether to continue extending for additional calendar months until August 12, 2025. If the Company opts not to utilize any remaining portion of the Extension Period, then the Company will liquidate and dissolve promptly in accordance with its amended and restated charter, (as amended the “Charter”), and its Sponsor’s obligation to make additional contributions will terminate.

  

Waiver of Dissolution Expenses from Trust Account Interest

 

The Company also announced that is has agreed to waive its right to withdraw up to $100,000 of interest from the Company’s trust account to pay dissolution expenses, should the Company ultimately liquidate prior to a business combination (the “Dissolution Expense Waiver”). As a result, the company will not be able to withdraw up to $100,000 of interest for such dissolution expenses upon liquidation, and such interest will be held in the trust account and no be released 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, and (iii) the redemption of Public Shares in connection with a vote seeking to amend the provisions of our Charter.

 

Forward-Looking Statements

 

This Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s shareholder approval of the Extension, its inability to complete an initial business combination within the required time period or, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “Risk Factors” and in other reports the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

Participants in the Solicitation

 

The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Extension Proposal. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Proxy Statement, which may be obtained free of charge from the sources indicated above.

 

No Offer or Solicitation

 

This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

 

Additional Information and Where to Find It

 

The Company urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Extension. Shareholders may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov. If you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Special Meeting, you should contact the Company at:

 

Global Blockchain Acquisition Corp.
Attention: Max Hooper
6555 Sanger Road, Suite 200
Orlando, Florida 32827
Telephone: [phone]

 

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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 4, 2024	By:	/s/ Max Hooper
	Name:	Max Hooper
	Title:	Chief Executive Officer

 

 

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