| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS Global Blockchain Acquisition Corp. (“Global
Blockchain” or “GBBK”) is a blank check company incorporated in Delaware on March 18, 2021. Global Blockchain was formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (“Business Combination”). Global Blockchain has one wholly owned subsidiary,
GB Merger Sub Inc., a Georgia corporation, which was formed on August 3, 2023 (“Merger Sub”). Global Blockchain and its subsidiary
are collectively referred to as the “Company”. On August 17, 2023, Global Blockchain entered
into an Agreement and Plan of Merger (the “Merger Agreement”) with Merger Sub, Cardea Corporate Holdings, Inc., a Georgia
corporation (“Cardea”), Dr. Max Hooper, an individual, in the capacity as representative for the Company and its subsidiaries,
and Jordan Waring, an individual, in the capacity as the representative for shareholders of Cardea. Pursuant to the Merger Agreement,
and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing”),
Merger Sub will merge with and into Cardea, with Cardea surviving as a wholly-owned subsidiary of Global Blockchain (the “Business
Combination”), and with Cardea’s equity holders receiving shares of Global Blockchain’s common stock. As of September 30, 2024, the Company had not
commenced any operations. All activity through September 30, 2024 relates to the Company’s formation, initial public offering (the
“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying target company
for a Business Combination and entering into the Merger Agreement. The Company will not generate any operating revenues until after the
completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest
income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s
Initial Public Offering was declared effective on May 9, 2022. On May 12, 2022, the Company completed the Initial Public Offering of 17,250,000
units (the “Units” and, with respect to the shares included in the Units being offered, the “Public Shares”),
which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit,
generating gross proceeds of $172,500,000, which is described in Note 3. Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 8,537,500 warrants at a price of $1.00 per Private Placement Warrant in a private
placement to the Sponsor, I-Bankers Securities, Inc. (“I-Bankers”) and Dawson James Securities, Inc. (“Dawson James”)
(together, the “Private Placement Warrants”), generating gross proceeds of $8,537,500, which is described in Note 4. Transaction costs amounted to $7,597,200, consisting
of $3,450,000 of underwriting fees, and $4,147,200 of other offering costs, which includes the fair value of the issuance of representative
shares of $3,463,674. The Company’s Business Combination must
be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in
the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing
a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company
Act. There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering
on May 12, 2022, an amount of $175,087,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering
and private placement were placed in a Trust Account (“Trust Account”) and were invested in United States government treasury
bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions
under Rule 2a-7 under the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held
in the trust account that may be released to the Company to pay the Company’s taxes, if any, the proceeds from the Initial Public
Offering will not be released from the trust account until the earliest of (i) the completion of the initial Business Combination, (ii)
the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated
certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares
if the Company does not complete the initial Business Combination within the combination period, or (B) with respect to any other provision
relating to stockholders’ rights or pre-Business Combination activity, or (iii) the redemption of all of the Company’s public
shares if the Company is unable to complete the Business Combination within the combination period, subject to applicable law. The proceeds
deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority
over the claims of the Company’s public stockholders. The proceeds held in the trust account may be invested by the trustee only
in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States
Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will
be restricted to these instruments, the Company believes it will meet the requirements for the exemption provided in Rule 3a-1 promulgated
under the Investment Company Act. If the Company was deemed to be subject to the Investment Company Act, compliance with these additional
regulatory burdens would require additional expenses for which it has not allotted funds and may hinder its ability to consummate a Business
Combination. If the Company is unable to complete its initial Business Combination, its public stockholders may receive only approximately
$10.15 per share on the liquidation of its trust account and its warrants will expire worthless. The Company will provide its public stockholders
with the opportunity to redeem all or a portion of their public shares upon the completion of its initial Business Combination either
(i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision
as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by
the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the
terms of the transaction would require it to seek stockholder approval under the law or stock exchange listing requirement. The Company
will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of its
initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
as of two business days prior to the consummation of its initial Business Combination, including interest (which interest shall be net
of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in
the trust account is initially anticipated to be $10.15 per public share. The per share amount the Company will distribute to investors
who properly redeem their shares will not be reduced by the business combination marketing fee payable to I-Bankers and Dawson James. The shares of common stock subject to redemption
were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance
with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case,
the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted
in favor of the Business Combination. The Company held a special meeting of stockholders
on August 8, 2023 to vote on the proposal to amend the Company’s amended and restated certificate of incorporation to extend the
date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase
100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from August 12, 2023, monthly
for up to nine additional months at the election of the Company, ultimately until as late as June 12, 2024. In connection with the vote,
14,820,620 shares of the Company’s common stock were redeemed with a total redemption payment of $155.2 million. Subsequently,
on March 7, 2024, the Company held its annual meeting of stockholders to, among other things, vote on the proposal to amend the Company’s
amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination or, if
it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the
Company’s initial public offering, from June 12, 2024, monthly for up to six additional months at the election of the Company, ultimately
until as late as November 12, 2024 (the “Extension”, and such extension date the “Extended Date”). In connection
with the vote, 1,683,527 shares of the Company’s common stock were redeemed with a total redemption payment of $18.5 million. If the Company is unable to complete an initial
Business Combination by September 12, 2024, as extended monthly for up to six months (ultimately until as late as November 12, 2024),
or amend its charter to further extend the business combination period, it will: (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of
taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each
case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will
be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the
Company fail to complete its Business Combination within the combination period. As of the date of this Quarterly Report, the Company
has approved and funded the extension of its business combination period through September 12, 2024. On May 7, 2024, the Company held its 2024 Annual
Meeting of Stockholders (the “2024 Meeting”), at which the Company’s stockholders of record approved a proposal to
amend and restate the Company’s charter to extend the Company’s combination period monthly, for up to six months, from May
12, 2024 ultimately until as late as November 12, 2024. In connection with the charter amendment, holders of 1,683,527 shares of the
Company’s common stock exercised their right to redeem such shares at a per share redemption price of approximately $10.99. As
a result, approximately $18.5 million was removed from the Company’s Trust Account to pay such holders. Following these redemptions,
the Company has 5,508,353 shares of Common Stock remaining outstanding, 745,853 shares of which have redemption rights. As of May 8,
2024, approximately $8.2 million remained in the Trust Account. On November 5, 2024, the Company convened and adjourned a special meeting
of stockholders (the “Special Meeting”). On November 8, 2024, the Company reconvened and held the Special Meeting at which
the Company’s stockholders of record approved a proposal to amend and restate the Company’s charter to extend the Company’s
combination period monthly, for up to nine months, from November 12, 2024 ultimately until as late as August 12, 2025. In connection with
the charter amendment, holders of 61,086 shares of the Company’s common stock exercised their right to redeem such shares at a per
share redemption price of approximately $11.13. As a result, approximately $0.7 million was removed from the Company’s Trust Account
to pay such holders. Following these redemptions, the Company has 5,447,267 shares of Common Stock remaining outstanding, 684,767 shares
of which have redemption rights. As of November 8, 2024, approximately $7.6 million remained in the Trust Account. As of the date of
this Quarterly Report, the Company has approved and funded the extension of its business combination period through December 12, 2024. On May 7, 2024, the Company received a letter
(the “Total Shareholders Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
notifying the Company that it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least
400 total holders for continued listing on the Nasdaq Global Market. The Company submitted an application for a transfer of its listed
securities from the Nasdaq Global Market to the Nasdaq Capital Market on June 21, 2024 (the “Application”). The Application
to transfer the listing of its securities was granted on June 28, 2024, and the transfer became effective on July 2, 2024 (“Transfer”).
As a result of the Transfer, the deficiencies cited until the Total Shareholders Notice have been rendered moot. The Sponsor, holders of the representative shares,
officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption
rights with respect to their Founder Shares and public shares in connection with the completion of the Company’s initial Business
Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if
the Company fails to complete its initial Business Combination within the combination period (although they will be entitled to liquidating
distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its Business Combination
within the prescribed time frame). The Sponsor, officers and directors have agreed to vote their Founder Shares and any public shares
purchased during or after the Initial Public Offering in favor of its initial Business Combination. The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target
business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to
below (i) $10.15 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation
of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be released to the
Company to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust
Account and except as to any claims under indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,
the Sponsor will not be responsible to the extent of any liability for such third-party claims. Liquidity and Going Concern As of September 30, 2024, the Company had $16,415
in operating cash, $8,363,375 in cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common
stock in connection therewith and a working capital deficit of $967,514. Until the consummation of a Business Combination, the Company
will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due
diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring,
negotiating and consummating the Business Combination. In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to
Continue as a Going Concern,” the Company has until as late as August 12, 2025 to consummate a Business Combination. It is
uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not
consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined
that the Company’s liquidity position and mandatory liquidation, should a Business Combination not occur, and potential
subsequent dissolution, raise substantial doubt about the Company’s ability to continue as a going concern. Management intends
to complete a Business Combination; however, the Company cannot guarantee that a Business Combination will take place. No
adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after
December 12, 2024. As of the date of this Report, the Company has approved and funded the extension of its business
combination period through December 12, 2024. Risks and Uncertainties Management continues to evaluate the impact of
the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions,
the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately
consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a
transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result
of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company
or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial
position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed
consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded
foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its
shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased
at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the
fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether
and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise
would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business
Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE”
or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination
but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.
In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment
of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company’s ability to complete a Business Combination. During the second quarter of 2024, the Internal
Revenue Service issued final regulations with respect to the timing and payment of the excise tax. These regulations provided that the
filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31,
2024. The Company is currently evaluating its options with respect to this obligation. Any amount of such excise tax not paid in full,
will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty
per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full. As previously reported, the Company received the
Total Shareholders Notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company
that it was not in compliance with Nasdaq Listing Rule 5450(a)(2), which required the Company to maintain at least 400 total holders for
continued listing on the Nasdaq Global Market. In connection with the foregoing, the Company
submitted an application for a transfer of its listed securities from the Nasdaq Global Market to the Nasdaq Capital Market on June 21,
2024 (the “Application”). The Application to transfer the listing of its securities was granted on June 28, 2024, and the
transfer became effective on July 2, 2024 (“Transfer”). As a result of the Transfer, the deficiencies cited until the Total
Shareholders Notice have been rendered moot. |
