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): April 9, 2025
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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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
On April 9, 2025, Global Blockchain Acquisition Corp. (the “Company”) announced that its Board of Directors has, pursuant to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), elected not to extend the business combination period of the Company beyond April 12, 2025. Therefore, in accordance with its Charter, the Company will cease its operations as of April 14, 2025 (the first business day following the end of the business combination period, the “Record Date”), and as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, will redeem all of our outstanding shares of common stock that were included in the units issued in its initial public offering (the “public shares”), as of the close of business on the Record Date, as the Company will not consummate an initial business combination on or prior to the end of its business combination period on April 12, 2025. The holders of public shares as of the Record Date will receive a pro rata shares of the funds held in the Company’s Trust Account as of the Record Date. We have furnished herewith as Exhibit 99.1 a copy of the press release.
Forward-Looking Statements
Certain information contained in this press release may be deemed to constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, the redemption of the Company’s public shares and the Company’s subsequent dissolution and liquidation and its delisting from the Nasdaq Stock Exchange and its termination of registration with the Commission. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. Such statements are subject to certain risks and uncertainties that could cause our actual results in the future to differ materially from the Company’s historical results and those presently anticipated or projected. The Company wishes to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date. The Company assumes no obligation to update forward-looking statements except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated April 9, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
1
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: April 9, 2025 | By: | /s/ Max Hooper |
| Name: | Max Hooper | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Global Blockchain Acquisition Corp. Announces Redemption of Public Shares and Subsequent Dissolution
Orlando, Fla., April 09, 2025 (GLOBE NEWSWIRE) -- Global Blockchain Acquisition Corp. (the “Company”) (Nasdaq: GBBK) today announced that it will cease its operations as of April 14, 2025 (the first business day following the end of the business combination period, the “Record Date”), and as promptly as reasonably possible but not more than ten business days thereafter, will redeem all of its outstanding shares of common stock that were included in the units issued in its initial public offering (the “public shares”), effective as of the close of business on the Record Date, as the Company will not consummate an initial business combination on or prior to April 12, 2025.
Pursuant to the Amended and Restated Certificate of Incorporation, if the Company does not complete its initial business combination by April 12, 2025 (subject to the Board’s election to contribute funds to the trust account in order to extend monthly), then the Company will: (i) cease all operations except for the purpose of winding up, (ii) promptly redeem the public shares within ten business days thereafter, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) thereafter, subject to the approval of the Company’s remaining shareholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The public shares will cease trading on April 13, 2025. As of the close of business on April 13, 2025, the public shares will be deemed cancelled and will represent only the right to receive the redemption amount.
The redemption amount will be payable to the holders of the public shares upon delivery of their shares. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the redemption amount.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants or rights, which will expire worthless.
The Company expects that the Nasdaq Stock Exchange will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this press release may be deemed to constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, the redemption of the Company’s public shares and the Company’s subsequent dissolution and liquidation and its delisting from the Nasdaq Stock Exchange and its termination of registration with the Commission. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. Such statements are subject to certain risks and uncertainties that could cause our actual results in the future to differ materially from the Company’s historical results and those presently anticipated or projected. The Company wishes to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date. The Company assumes no obligation to update forward-looking statements except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.
Global Blockchain Acquisition Corp.
Jonathan Morris
jonathan@globalblockchainpartners.com
(407) 720-9250