Correspondence 0001213900-24-089370 from Global Blockchain Acquisition Corp. (GBBK, GBBKR, GBBKW) (CIK 0001894951)
Global Blockchain Acquisition Corp. (GBBK, GBBKR, GBBKW) (CIK 0001894951)
Date: Oct. 21, 2024 · CIK: 0001894951 · Accession: 0001213900-24-089370
AI Filing Summary & Sentiment
File numbers found in text: 001-41381
Referenced dates: October 18, 2024
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CORRESP
1
filename1.htm
ArentFox
Schiff LLP
1717
K Street NW
Washington,
DC 20006
202.857.6000
main
202.857.6395
fax
afslaw.com
Ralph
De Martino
Partner
(202)
724-6848 direct
rdemartino@afslaw.com
October
21, 2024
Office
of Real Estate & Construction
Division
of Corporation Finance
United
States Securities and Exchange Commission
100
F St NE
Washington,
DC 20549
Attention:
Ronald
E. Alper
Dorrie
Yale
Re:
Global
Blockchain Acquisition Corp.
Preliminary
Proxy Statement on Schedule 14A
Filed
October 8, 2024
File
No. 001-41381
To
Whom It May Concern:
The
undersigned serves as counsel to Global Blockchain Acquisition Corp (“GBBK” or the “Company”). Contemporaneous
with the submission of this correspondence, GBBK filed its Amendment No. 1 (the “Amendment”) to its preliminary proxy statement
on Schedule 14A. Pursuant to the comments by the staff (the “Staff”) of the Division of Corporation Finance of the United
States Securities and Exchange Commission (the “Commission”), set forth in its letter dated October 18, 2024 (the “Comment
Letter”), and addressed to Max Hooper, Chief Executive Officer of GBBK, the Amendment responds to the Staff’s comments included
in the Comment Letter. For the convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and GBBK’s
response follows each comment.
Preliminary
Proxy Statement on Schedule 14A
General
1. 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 noncompliance 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 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.”
Response:
The Company acknowledges the Staff’s comment and has included a risk factor on page 18 of the Amendment in response to the Staff’s
comment.
*
* * * *
If
you have any comments or questions please feel free to address them to the undersigned. You can reach me at my office at 202-724-6848,
on my mobile telephone number at 202-415-8300, and via email at ralph.demartino@afslaw.com.
Thank
you in advance for your prompt attention to this Correspondence and to the Amendment.
Respectfully
submitted,
Ralph
V. De Martino
RVD/mc
cc:
Max Hooper