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Global Blockchain Acquisition Corp.

Global Blockchain Acquisition Corp.

Apr 20, 2022 by Anthony Sozzi

EXTENSION / SUBSEQUENT EVENT – 11/15/24 – LINK

  • The SPAC approved the extension from November 12, 2024 to August 12, 2025.
    • 61,086 shares were redeemed
    • $0.05/Share per month will be deposited into the trust account.
  • Fourcoure entered into a purchase agreement for 4,312,500 Shares and 6,812,500 warrants for a face value of $44 million.

The below-announced combination was terminated on 11/15/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Cardea Capital Holdings, Inc [Terminated]

ENTERPRISE VALUE: $175 million
ANTICIPATED SYMBOL: tbd

Global Blockchain Acquisition Corp. proposes to combine with Cardea Capital Holdings, Inc.

Cardea is a cross-border wealth advisory, asset, and investment management firm. Utilizing a combination of tools and domain expertise, Cardea supports families and advisors in their decision-making processes related to multi-generational wealth. The firm works with institutions, high-net-worth individuals, and families, offering access to institutional-grade investment opportunities, private office services, and a focus on socially responsible investing.

SUBSEQUENT EVENT – 8/12/24 – LINK

  • The Company announced the closing of a $15 million convertible note financing round.

EXTENSION – 5/9/24 – LINK

  • The SPAC approved the extension from May 12, 2024 to November 12, 2024.
    • 1,683,527 shares were redeemed
    • $25K per month will be deposited into the trust account.

TRANSACTION

  • Cardea shareholders will receive consideration in the form of newly issued shares of common stock of GBBK, valued based on an aggregate implied pro forma enterprise value for Cardea of $175 million.
  • It is currently anticipated that the transaction will close by the end of the first quarter of 2024.

SPAC FUNDING – SEE SUBSEQUENT EVENT FROM 8/12/24

  • GBBK, may but is not required to, seek to enter into and consummate subscription agreements with investors relating to a private equity investment and/or backstop arrangements in connection with the Transactions.

EARNOUT

  • Company:
    • The Cardea Stockholders will also have a contingent right to receive up to an additional 3,500,000 shares of GBBK Class A common stock (the “Earnout Shares”) after the Closing based on the price performance of the GBBK Class A common stock during the two year period following the Closing (the “Earnout Period”).
      • The Earnout Shares shall be earned and payable during the Earnout Period if the daily dollar volume-weighted average price (“VWAP”) of GBBK’s common stock equals or exceeds $12.50 per share for any 20 trading days within any 30 trading day period.

LOCK-UP

  • Company and Sponsor
    • Each Significant Stockholder shall agree not to, during the period commencing from the Closing and ending on the earliest of:
      • (a) the twelve-month anniversary of the Closing, and
      • (b) the date the closing sale price of GBBK’s common stock equals or exceeds $12.00 per share  for any 20 trading days within any 30 trading day period commencing 150 days after Closing.

NOTABLE CONDITIONS TO CLOSING

  • GBBK and Cardea shareholder approvals
  • Minimum Cash Closing condition of $10 million

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either GBBK or Cardea if any of the conditions to Closing have not been satisfied or waived by May 12, 2024 (the “Outside Date”), provided that GBBK shall have the right to extend the Outside Date if it obtains an extension of the deadline by which it must complete its business combination (an “Extension”) for an additional period equal to the shortest of (i) three months, (ii) the period ending on the last day for GBBK to consummate a business combination after such Extension and (iii) such period as determined by GBBK.

ADVISORS

  • Company
    • Ellenoff Grossman & Schole LLP is serving as U.S. legal counsel.
  • SPAC
    • ArentFox Schiff LLP is serving as legal advisor.

EXTENSION – 8/14/23 – LINK

  • The SPAC approved the extension from August 12, 2023 to May 12, 2024.
    • 14,820,620 shares were redeemed for $10.46 per share.
    • $30K per month will be deposited into the trust account.

MANAGEMENT & BOARD

Executive Officers

Max Hooper, 75
Chief Executive Officer, President, Director

Dr. Hooper is General Partner & Managing Director of Global Blockchain Ventures, a venture capital fund specializing in growth companies using blockchain technology. Dr. Hooper co-founded Equity Broadcasting Corporation, a media company that owned and operated over 100 television stations across the United States. Dr. Hooper was responsible for activities in the cable, satellite, investment banking and technology industries, and during his tenure grew it into one of the top 10 broadcasting companies in the country. Dr. Hooper is co-author of “Blockchain Enabled Applications” (2017), “Blockchain in Healthcare” (2019), and “Blockchain Enabled Applications — Version Two” (2021). Dr. Hooper has earned five doctorate degrees including a PhD in Corporate Finance, a PhD in Adult Theology, a Doctor of Theology, and two Doctor of Ministries from a variety of institutions, and studied financial technology with cohorts at MIT and cryptocurrency and business disruption with cohorts at the London School of Economics. He is active in many organizations and serves on various Boards of Directors.

Jonathan Morris, 44
Chief Financial Officer

Mr. Morris has over 24 years of experience as a finance executive, principal, operator and advisor. He currently serves as the Chief Financial Officer of Twelve Seas Investment Company II (where he also serves as a director), FreeCast, Inc. and Hush Aerospace LLC, as well as the Chief Development Officer of TLG Acquisition One Corp. Prior to these roles, Mr. Morris served as Chief Financial Officer at Imageware Systems, Inc. in 2020 and from 2016 to 2020, led principal investments and structuring as President and Senior Managing Director at a large private family office. Prior to that, at Blackstone Group, Inc., he focused on telecom and technology investments and served on the board of SunGard AS. From 2005 to 2012 Mr. Morris was part of the TMT Investment Banking Group of Credit Suisse. Mr. Morris began his career in 1997 within the private equity division of Lombard, Odier et Cie, private bank in Switzerland and subsequently went to work as an associate at GAIN Capital, a currency hedge fund from 1999 to 2003. Mr. Morris earned his B.S. in Economics and Finance from the University of Virginia and his M.B.A. from Georgetown University.

David Metcalf, 52
Chairman

Dr. Metcalf is a General Partner & Managing Director at Global Blockchain Ventures and a technology specialist. Dr. Metcalf has over 20 years’ experience in the design and research of web-based and mobile technologies converging to enable learning and health care. Dr. Metcalf was Director of the Mixed Emerging Technology Integration Lab (METIL) at UCF’s Institute for Simulation and Training, and formerly held leading roles for NASA. Dr. Metcalf co-authored “Blockchain Enabled Applications” (2017), “Blockchain in Healthcare” (2019), and “Blockchain Enabled Applications — Version Two” (2021). Dr. Metcalf has worked globally on many projects in and out of the US in enterprise, education, healthcare, and other areas. Dr. Metcalf has a long history working is simulation, mobile, learning, visualization systems, and quantum applications. Dr. Metcalf frequently presents at industry and research events shaping business strategy and discussing the use of technology to improve learning and human performance and serves on multiple Board of Directors that work to impact global problems.

Board of Directors

Allen Weiss, 67
Independent Director Nominee

From 1972 to 2011, Mr. Weiss had a career at The Walt Disney Company in various roles. From 1994 to 2003, Mr. Weiss served as President of Walt Disney World and from 2003 to 2011 served as the President of World Wide Operations for Disney’s $10 Billion/95,000 employee Walt Disney Parks and Resorts business. Mr. Weiss was responsible for Disney’s theme parks and resorts including the Walt Disney World Resort, Disneyland Resort, and Disneyland Resort Paris, Disney Cruise Line, Disney Vacation Club, “Adventures by Disney, “and the line-of-business responsibility for Hong Kong Disneyland Resort and Tokyo Disney Resort. From November 2011 to January 2019, Mr. Weiss was a consultant for Apollo Investment Consulting. Mr. Weiss was involved in company analyses to support potential acquisitions and management. During his time in his role, he had direct involvement in the acquisition of Chuck E. Cheese Entertainment in 2014 and served on the Board of Directors until December 2020. Mr. Weiss was also engaged in acquisition and negotiations for the sale of Great Wolf Resorts where he subsequently became Chairman of the Board of Directors for Great Wolf and later Executive Chairman. Mr. Weiss was also involved in the acquisition of Diamond Resorts International, which closed in September 2016, and ClubCorp. Mr. Weiss has served on the Alticor (Amway) Board of Directors since 2012, and Diamond Resorts International Board of Directors since 2014. He serves on the Metro Orlando Economic Development Commission Governor’s Council from 2004 to 2007, was a National Board Member of Sanford — Burnham Medical Research Institute and was appointed by the U.S. Commerce Secretary as a founding member to the Corporation for Travel Promotion Board of Directors. He was named “Most Influential Businessman in Central Florida” by the Orlando Business Journal in 2005.

David Ruttenberg, 41
Independent Director Nominee

Mr. Ruttenberg is the Managing Partner at Ruttenberg Gordon Investments (RGI), a leading investment firm across the capital structure through equity and structured investments in real estate, private equity, and alternative hard assets. Mr. Ruttenberg leads the firm’s acquisitions, institutional joint ventures, financings, strategy, and structuring and serves as member of RGI’s investment committee.

Katya Fisher, 38
Independent Director Nominee

Ms. Fisher is Investment Director and Legal Advisor at Runa Capital. Notable current and former corporate/general counsel clients include representing the U.S. interests of global cyber security firm, an international television channel, the largest private university in the Russian Federation, an art investment fund, and numerous startups and companies in the fields of tech, A.I., and blockchain. Ms. Fisher is well-known for her work in business immigration, having successfully filed numerous nonimmigrant and immigrant petitions. Ms. Fisher is a lawyer and business executive with significant experience in advising investment funds, family offices, and technology companies on international legal, tax, operations, and investment strategy.

Chris Ensey, 42
Independent Director Nominee

Mr. Ensey is Product visionary and executive in the cyber security, cloud computing, and blockchain industry. Mr. Ensey was formerly CEO and COO of Riot Blockchain. Other notable past roles include Managing Director of Two Point One (boutique consulting and managed services firm building large scale mining operations), CTO of eMed (healthtech start-up providing COVID testing via video conferencing), and CTO of Blue Voyant (global cybersecurity leader). Mr. Ensey is a graduate of Virginia Tech with a BS in Computer Engineering in 2002, with a career path toward Department of Defense and National Intelligence agencies. Mr. Ensey is a Cybersecurity Executive and Product Leader, and served as Security Strategist at IBM.

Paul C. Jeffries, 52
Independent Director Nominee

At Facebook from 2007 to 2016, Dr. Jeffries served in various roles pertaining to legal, regulatory, trust & safety, strategy, and ecosystem building — as founding Head of Legal Operations, and founding head of policy and operations for the developer platform. Dr. Jeffries is Co-Founder/COO of FounderPool, Managing Director of Slipstream Venture Capital, and an experienced venture capital and angel investor since 2005, including blockchain and multiple unicorns. Dr. Jeffries was physics faculty at Rice University, after teaching at the University of Washington and conducting research at the Sorbonne as a Chateaubriand Fellow. He earned a bachelor’s degree in physics from Princeton University, and a Ph.D. in philosophy from Cornell University for work in quantum mechanics and information theory.

 

ByAnthony Sozzi