SEC Comment Letter 0000000000-24-011742 to Global Blockchain Acquisition Corp. (GBBK, GBBKR, GBBKW) (CIK 0001894951)
Global Blockchain Acquisition Corp. (GBBK, GBBKR, GBBKW) (CIK 0001894951)
Date: Oct. 18, 2024 · CIK: 0001894951 · Accession: 0000000000-24-011742
AI Filing Summary & Sentiment
File numbers found in text: 001-41381
Letter
October 18, 2024 Max Hooper Chief Executive Officer Global Blockchain Acquisition Corp. 6555 Sanger Road, Suite 200 Orlando, FL 32827 Re:Global Blockchain Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed October 8, 2024 File No. 001-41381 Dear Max Hooper: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General We note that you are seeking to extend your termination date to August 12, 2025, a date which is approximately 39 months from your initial public offering. We also note that you are currently listed on the Nasdaq Capital Market and that Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within 36 months of the date of effectiveness of its IPO registration statement. Please revise to state that your securities will face immediate suspension and delisting action once you receive a delisting determination letter from Nasdaq after the 36-month window ends on May 9, 2025. Please disclose the risks of non- compliance with this rule, including that under the new framework, Nasdaq may only reverse the determination if it finds it made a factual error applying the applicable rule. In addition, please also disclose the consequences of any such suspension or delisting, including that your stock may be determined to be a penny stock and the consequences of that designation, that you may no longer be attractive as a merger 1.
October 18, 2024 Page 2 partner if you are no longer listed on an exchange, any potential impact on your ability to complete an initial business combination, any impact on the market for your securities including demand and overall liquidity for your securities, and any impact on securities holders due to your securities no longer being considered “covered securities.” We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Dorrie Yale at 202-551- 8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Ralph V. De Martino
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October 18, 2024
Max Hooper
Chief Executive Officer
Global Blockchain Acquisition Corp.
6555 Sanger Road, Suite 200
Orlando, FL 32827
Re:Global Blockchain Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed October 8, 2024
File No. 001-41381
Dear Max Hooper:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
We note that you are seeking to extend your termination date to August 12, 2025, a
date which is approximately 39 months from your initial public offering. We also note
that you are currently listed on the Nasdaq Capital Market and that Nasdaq Rule 5815
was amended effective October 7, 2024 to provide for the immediate suspension and
delisting upon issuance of a delisting determination letter for failure to meet the
requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business
combinations within 36 months of the date of effectiveness of its IPO registration
statement. Please revise to state that your securities will face immediate suspension
and delisting action once you receive a delisting determination letter from Nasdaq
after the 36-month window ends on May 9, 2025. Please disclose the risks of non-
compliance with this rule, including that under the new framework, Nasdaq may only
reverse the determination if it finds it made a factual error applying the applicable
rule. In addition, please also disclose the consequences of any such suspension or
delisting, including that your stock may be determined to be a penny stock and the
consequences of that designation, that you may no longer be attractive as a merger 1.
October 18, 2024
Page 2
partner if you are no longer listed on an exchange, any potential impact on your ability
to complete an initial business combination, any impact on the market for your
securities including demand and overall liquidity for your securities, and any impact
on securities holders due to your securities no longer being considered “covered
securities.”
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Ronald (Ron) E. Alper at 202-551-3329 or Dorrie Yale at 202-551-
8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ralph V. De Martino