Cardea Capital Advisors, LLC entered into a definitive agreement to acquire Global Blockchain Acquisition Corp. (NasdaqGM:GBBK) in a reverse merger transaction on August 17, 2023. The transaction consideration will be paid in newly issued shares of common stock of GBBK valued based on an aggregate implied a pro-forma enterprise valuation for Cardea of approximately $175 million. Under the terms of the agreement, a wholly-owned subsidiary of GBBK will merge with and into Cardea, with Cardea surviving, and Cardea will become a wholly-owned subsidiary of GBBK. Upon completion of the transaction, GBBK will be renamed ?Cardea Capital Holdings, Inc.? and will be listed on The Nasdaq Stock Market.
Neil Fillary, President and International Chief Executive Officer of Cardea and the team will join GBKK.
The closing of the transaction is subject to approval by Cardea?s stockholders and GBBK?s stockholders, and is subject to other customary closing conditions, including but not limited to GBBK?s receipt of a fairness opinion supporting the implied pro-forma enterprise valuation of Cardea. The boards of directors of GBBK and Cardea both unanimously approved the proposed business combination. The transaction is expected to close by the end of the first quarter of 2024.
ArentFox Schiff LLP is serving as legal advisor to GBBK. Ellenoff Grossman & Schole LLP is serving as U.S. legal counsel to Cardea.