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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Type 8-Ok
Present Report
Pursuant to Part 13 or 15(d) of the
Securities Change Act of 1934
October 14, 2022
Date of Report (Date of earliest occasion reported)
Blockchain Moon Acquisition Corp.
(Precise Title of Registrant as Laid out in its Constitution)
Delaware | 001-40922 | 86-1839124 | ||
(State or different jurisdiction of incorporation) |
(Fee File Quantity) | (I.R.S. Employer Identification No.) |
4651 Salisbury Highway, Suite 400 Jacksonville, FL |
32256 | |
(Deal with of Principal Government Places of work) | (Zip Code) |
Registrant’s phone quantity, together with
space code: (424) 262-6097
N/A
(Former identify or former tackle, if modified since
final report)
Test the suitable field under if the Type 8-Ok submitting is meant
to concurrently fulfill the submitting obligation of the registrant beneath any of the next provisions:
x | Written communications pursuant to Rule 425 beneath the Securities Act (17 CFR 230.425) |
¨ | Soliciting materials pursuant to Rule 14a-12 beneath the Change Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) beneath the Change Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) beneath the Change Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Part 12(b) of the Act:
Title of every class | Buying and selling Image(s) | Title of every trade on which registered |
||
Widespread Inventory, par worth $0.0001 per share | BMAQ | The Nasdaq Inventory Market LLC | ||
Redeemable Warrants, every exercisable for one-half of 1 share of Widespread Inventory at an train worth of $11.50 | BMAQW | The Nasdaq Inventory Market LLC | ||
Rights, every to obtain one-tenth of 1 share of Widespread Inventory | BMAQR | The Nasdaq Inventory Market LLC | ||
Models, every consisting of 1 share of Widespread Inventory, one Proper and one Redeemable Warrant | BMAQU | The Nasdaq Inventory Market LLC |
Point out by examine mark whether or not the registrant is an rising progress
firm as outlined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Change Act of 1934
(17 CFR §240.12b-2).
Rising progress firm x
If an rising progress firm, point out by examine mark if the registrant
has elected to not use the prolonged transition interval for complying with any new or revised monetary accounting requirements offered pursuant
to Part 13(a) of the Change Act. ¨
Merchandise 1.01. | Entry Into A Materials Definitive Settlement. |
On October 15, 2022, Blockchain Moon Acquisition
Corp., a Delaware company (“BMAC”), introduced that it executed a Enterprise Mixture Settlement (the “Enterprise
Mixture Settlement”), dated as of October 14, 2022, with Malibu Father or mother Inc., a Delaware company (“New
BMAC”), Hermosa Merger Sub LLC, a Delaware restricted legal responsibility firm (“Merger Sub”), and DLTx ASA, a Norwegian
public restricted legal responsibility firm (“DLTx”) (the transactions contemplated by the Enterprise Mixture Settlement, the
“Enterprise Mixture”). This Present Report on Type 8-Ok (or this “report”), gives a abstract of the
Enterprise Mixture Settlement and the opposite agreements entered into (and sure agreements to be entered into) in reference to the
Enterprise Mixture. The descriptions of those agreements don’t purport to be full and are certified of their entirety by the phrases
and situations of such agreements or the types thereof, as relevant, copies of that are filed as Displays 2.1, 10.1 and 10.2 hereto
and are included by reference herein.
Enterprise Mixture Settlement
The next description of the Enterprise Mixture
Settlement and the transactions contemplated thereby will not be full and is topic to, and certified in its entirety by reference to,
the precise settlement, a duplicate of which is filed with this report as Exhibit 2.1, and the phrases of that are included herein by reference.
Capitalized phrases used however not in any other case outlined herein could have the meanings given to them within the Enterprise Mixture Settlement. The
Enterprise Mixture Settlement has been connected to supply buyers with data concerning its phrases. It isn’t supposed to supply
another factual details about BMAC, New BMAC, Merger Sub or DLTx. Particularly, the assertions embodied within the representations
and warranties within the Enterprise Mixture Settlement had been made as of a specified date, could also be topic to a contractual customary of materiality
completely different from what could be considered as materials to buyers, could also be certified by the schedules thereto, or could have been used for the
function of allocating threat between the events. Accordingly, the representations and warranties within the Enterprise Mixture Settlement
should not essentially characterizations of the particular state of information about BMAC, New BMAC, Merger Sub or DLTx on the time they had been made
or in any other case and will solely be learn together with the opposite data that BMAC makes publicly obtainable in experiences, statements
and different paperwork filed with the Securities and Change Fee (the “SEC”).
The Enterprise Mixture Settlement
units forth the phrases and situations of the Enterprise Mixture, which incorporates, amongst different issues, the consummation of the next
transactions: (a) previous to the closing of the Enterprise Mixture (the “Closing”), DLTx will assign, contribute or
in any other case convey sure belongings to its subsidiaries such that, by the deadline, the subsidiaries of DLTx will maintain all belongings of the
DLTx firm group aside from particular, enumerated belongings and related liabilities (the “Conveyances”), in accordance
with a plan to be offered by DLTx to BMAC (the “Conveyance Plan”); (b) previous to the Closing, on the deadline,
BMAC will merge with and into Merger Sub, with Merger Sub surviving (the “Merger”, and the efficient time of the Merger,
the “Efficient Time”) as a direct subsidiary of New BMAC, and New BMAC will proceed as the general public firm with (i)
every excellent share of frequent inventory, $0.0001 par worth, of BMAC (every, a “BMAC Widespread Share”), being robotically
transformed into the proper of the holder thereof to obtain one share of frequent inventory, par worth $0.0001 of New BMAC (every, a “New
BMAC Widespread Share”), (ii) every excellent proper to obtain one-tenth (1/10) of a BMAC Widespread Share upon the consummation of
an preliminary enterprise mixture (“BMAC Proper”) of BMAC being robotically exchanged for 1/tenth of a share of a New
BMAC Widespread Share upon the Closing with none additional motion by the holders of the BMAC Rights and (iii) every excellent warrant of
BMAC (“BMAC Warrant”) robotically ceasing to characterize a proper to amass BMAC Widespread Shares and as a substitute representing
a proper to amass New BMAC Widespread Shares; (c) following the Efficient Time, (i) New BMAC will amend and restate the pre-Closing certificates
of incorporation of New BMAC in a type to be agreed by BMAC and DLTx, till thereafter modified or amended as offered therein or by relevant
regulation and (ii) the board of administrators of New BMAC will undertake the New BMAC bylaws in a type to be agreed by BMAC and DLTx; (d) following
the Efficient Time, on the Closing, New BMAC will purchase the entire subsidiaries of DLTx (the “Acquisition”) in trade
for New BMAC Widespread Shares, as described in additional element under; and (e) promptly following the Required Firm Distribution Transaction
Approval (as outlined under), DLTx shall distribute to the Firm Shareholders as of a document date to be on our about three enterprise days
following Closing their respective portion of the Adjusted Transaction Share Consideration (as outlined under) (the “Distribution”).
In reference to the Closing, New BMAC will change its identify to DLTx Inc., which can proceed as the general public firm following the consummation
of the Enterprise Mixture.
Consideration
Beneath the phrases of the Enterprise
Mixture Settlement, the combination consideration to be paid to DLTx in reference to the Acquisition can be within the type of New BMAC
Widespread Shares and can equal the Adjusted Transaction Share Consideration. “Adjusted Transaction
Share Consideration” means an combination variety of New BMAC Widespread Shares equal to (a) (i) $106,610,000 (much less any Leakage since
June 30, 2022, if any) (the “Fairness Worth”), divided by (ii) $10.00, minus (b) (i) the Earn Out Adjustment Share Quantity
(as outlined under), if any, multiplied by (ii) the Change Ratio (as outlined under).
The
“Earn Out Adjustment Share Quantity” means 6,000,000 or such lesser quantity (which can be zero) to the extent the DLTx
has complied in full with its obligation to concern an combination of 6,000,000 Firm Shares previous to the Closing Date to sure people
entitled thereto in accordance with Part 6.30 of the Enterprise Mixture Settlement.
The
“Change Ratio” means a fraction equal to (a) the combination variety of Fairness Securities of DLTx excellent as of
instantly previous to the Closing on an as-converted-to-common-stock foundation, divided by (b) the combination variety of New BMAC Widespread Shares
equal to the Adjusted Transaction Share Consideration.
The Closing
The Closing will happen as promptly as moderately
practicable, however in no occasion later than the third Enterprise Day, following the satisfaction or, if permissible, waiver of the situations
to the Closing set forth within the Enterprise Mixture Settlement.
Inventory Change Itemizing
Pursuant to the phrases of the Enterprise Mixture
Settlement, BMAC shall use its cheap finest efforts to (a) trigger the New BMAC Widespread Shares to be issued in reference to the Enterprise
Mixture to be accepted for itemizing on the Nasdaq International Market (“Nasdaq”), topic to official discover of issuance
thereof and (b) fulfill any relevant preliminary itemizing necessities of Nasdaq, in every case, as promptly as moderately practicable
after the date of the Enterprise Mixture Settlement, and in any occasion previous to the Efficient Time.
Representations and Warranties
The Enterprise Mixture Settlement comprises customary
representations and warranties of the events thereto and in respect of the acquired DLTx subsidiaries with respect to, amongst different issues,
(a) entity group, formation and authority, (b) capitalization, (c) authorization to enter into the Enterprise Mixture Settlement,
(d) licenses and permits, (e) taxes, (f) monetary statements, (g) actual property, (h) materials contracts, (i) title to belongings, (j) absence
of adjustments, (ok) worker issues, (l) compliance with legal guidelines, (m) litigation, (n) transactions with associates and (o) regulatory issues.
Covenants
The Enterprise Mixture Settlement consists of customary
covenants of the events with respect to the operation of their respective companies previous to the consummation of the Enterprise Mixture
and efforts to fulfill the situations to consummation of the Enterprise Mixture. The Enterprise Mixture Settlement additionally comprises further
covenants of the events, together with, amongst others, covenants offering for BMAC and DLTx to make use of their cheap finest efforts to acquire
all permits, consents, approvals, authorizations, {qualifications} and orders of Governmental Entities and events to contracts with DLTx
and its subsidiaries as set forth within the Enterprise Mixture Settlement obligatory for the consummation of the Enterprise Mixture and
to meet the situations to the Enterprise Mixture, for the preparation and submitting of a registration assertion on Type S-4 with the
SEC referring to the Enterprise Mixture, containing a prospectus and proxy assertion of BMAC, for DLTx to convene extraordinary basic
conferences of its Firm Shareholders with a view to approve the Acquisition and, subsequently, the Distribution, for the events to barter
the ultimate types of sure ancillary paperwork for the Enterprise Mixture in good religion, and for the designation of the members of New
BMAC’s categorized board upon the Closing.
DLTx Exclusivity Restrictions
Pursuant to the phrases of the Enterprise Mixture
Settlement, from the date of the Enterprise Mixture Settlement to the Closing or, if earlier, the termination of the Enterprise Mixture
Settlement in accordance with its phrases, DLTx has agreed, amongst different issues, to not, and to trigger its representatives to not (i) solicit,
provoke, encourage (together with by means of furnishing or disclosing data), knowingly facilitate, focus on or negotiate, straight or
not directly, any inquiry proposal or provide (written or oral) referring to a Firm Acquisition Proposal (as outlined under), (ii) furnish
or disclose any private data to any individual in reference to, or that might moderately be anticipated to result in, a Firm Acquisition
Proposal; (iii) enter into any contract or different association or understanding concerning a Firm Acquisition Proposal; (iv) put together
or make any filings with the SEC or another governmental entity in reference to a public providing of any fairness securities or different
securities of any Group Firm (or any affiliate or successor of any Group Firm); or (v) in any other case cooperate in any method with, or help
or take part in, or knowingly facilitate or encourage any effort or try by any individual to do or search to do any of the foregoing.
A “Firm Acquisition Proposal”
means (a) any direct or oblique acquisition, in a single or a sequence of transactions, (i) of or with DLTx or any of its managed Associates
or (ii) of all or a cloth portion of belongings, Fairness Securities or companies of DLTx or any of its managed Associates (within the case
of every of clause (i) and (ii), whether or not by merger, consolidation, recapitalization, buy or issuance of Fairness Securities, buy
of belongings, tender provide or in any other case), or (b) any fairness or comparable funding in DLTx or any of its managed Associates.
BMAC Exclusivity Restrictions
Pursuant to the phrases of the Enterprise Mixture
Settlement, from the date of the Enterprise Mixture Settlement to the Efficient Time or, if earlier, the termination of the Enterprise
Mixture Settlement in accordance with its phrases, BMAC has agreed amongst different issues, to the extent not inconsistent with the fiduciary
duties of the BMAC Board, to not, and to trigger its representatives to not, (i) solicit, provoke, encourage (together with via furnishing
or disclosing data), knowingly facilitate, focus on or negotiate, straight or not directly, any inquiry, proposal or provide (written
or oral) referring to a BMAC Acquisition Proposal (as outlined under), (ii) furnish or disclose any private data to any individual in reference to, or that might moderately
be anticipated to result in, a BMAC Acquisition Proposal; (iii) enter into any contract or different association or understanding concerning a
BMAC Acquisition Proposal; or (iv) in any other case cooperate in any method with, or help or take part in, or knowingly facilitate or encourage
any effort or try by any individual (aside from any DLTx subsidiary) to do or search to do any of the foregoing.
A “BMAC Acquisition Proposal”
means any direct or oblique acquisition (or different enterprise mixture), in a single or a sequence of associated transactions, by BMAC (a) of
or with an unaffiliated entity or (b) of all or a cloth portion of the belongings, fairness securities or companies of an unaffiliated
entity (within the case of every of clause (a) and (b), whether or not by merger, consolidation, recapitalization, buy or issuance of fairness
securities, buy of belongings, tender provide or in any other case), aside from with DLTx and its representatives.
Due Diligence Investigation and Renegotiation or Reconsideration
Interval
Following the signing of the Enterprise Mixture
Settlement, BMAC could have a interval ending on the later of (x) 30 days following the signing of the Enterprise Mixture Settlement and
(y) 5 days following DLTx’s supply of sure required PCAOB-compliant audited monetary statements to finish its due diligence
evaluation of the DLTx enterprise (the “Diligence Interval”). Any any time previous to the expiration of the Diligence Interval,
BMAC could notify DLTx in writing (a “Diligence Deficiency Discover”) that it intends to terminate the Enterprise Mixture
Settlement on account of its due diligence investigation (together with on account of the Conveyance Plan and/or any updates to the disclosure
schedules delivered by DLTx). BMAC could, in its sole discretion, suggest a revised Fairness Worth, or such different amended or further phrases,
on which BMAC could be prepared to consummate the Enterprise Mixture.
No later
than three Enterprise Days after its receipt of a Diligence Deficiency Discover (if any), DLTx could, in its sole discretion, negotiate with
BMAC with respect to any such amended or further phrases and/or make a counterproposal to BMAC (a “Firm Counterproposal”).
In the course of the fifteen days following BMAC’s receipt of a Firm Counterproposal (if any) (the “Renegotiation Interval”),
BMAC will contemplate and focus on in good religion with DLTx all proposals submitted by DLTx. Neither get together can be required to just accept any proposal
by the opposite get together, and the BMAC Board will not be required to suggest the adoption and approval of any such proposal to BMAC’s stockholders.
To the extent that DLTx doesn’t ship a Firm Counterproposal, BMAC could have 15 days following the supply of the Diligence Deficiency
Discover (a “Reconsideration Interval”) with a view to contemplate, along with its authorized and monetary advisors, whether or not to
train its rights to terminate the Enterprise Mixture Settlement on account of its due diligence investigation of DLTx.
Situations to Closing
The consummation of the Enterprise Mixture is
topic to the achievement of the situations described under.
Mutual Situations
Beneath the phrases of the Enterprise Mixture Settlement,
the obligations of DLTx, BMAC and Merger Sub to consummate the Enterprise Mixture, together with the Merger, are topic to the satisfaction
or waiver (the place permissible) at or previous to the Closing of the next situations: (i) every relevant ready interval or Consent beneath
the HSR Act shall have expired, been terminated or obtained (or deemed, by relevant Legislation, to have been obtained), as relevant; (ii)
the Required Firm Shareholder Transaction Approval (as outlined under) shall have been obtained; (iii) the Required BMAC Stockholder
Approval (as outlined under) shall have been obtained; (iv) no Order or Legislation issued by any court docket of competent jurisdiction or different Governmental
Entity or different authorized restraint or prohibition stopping the consummation of the Enterprise Mixture or the Ancillary Paperwork shall
be in impact; (v) the Registration Assertion / Proxy Assertion shall have been declared efficient beneath the Securities Act of 1933, as
amended (the “Securities Act”), no cease order suspending the effectiveness of the Registration Assertion / Proxy Assertion
shall be in impact, and no proceedings searching for such a cease order shall have been initiated or threatened by the SEC and stay pending;
(vi) New BMAC’s preliminary itemizing utility with Nasdaq in reference to the Enterprise Mixture shall have been conditionally
accepted and, instantly following the Closing, New BMAC shall fulfill any relevant preliminary and persevering with itemizing necessities of
Nasdaq, and New BMAC shall not have acquired any discover of non-compliance therewith that has not been cured previous to, or wouldn’t be
cured at or instantly following, the Closing, and the New BMAC Widespread Shares (together with the New BMAC Widespread Shares to be issued hereunder)
shall have been accepted for itemizing on Nasdaq; and (vii) after giving impact to the Enterprise Mixture, BMAC shall have at the least $5,000,001
of web tangible belongings (as decided in accordance with Rule 3a51-1(g)(1) of the Securities Change Act of 1934, as amended (the “Change
Act”)) instantly after the Closing.
BMAC Situations to Closing
Beneath the phrases of the Enterprise Mixture
Settlement, the obligations of BMAC and Merger Sub to consummate the transactions contemplated by the Enterprise Mixture Settlement
are topic to the satisfaction or waiver (the place permissible) at or previous to the Closing of, along with different customary closing
situations, (a) no Firm Materials Antagonistic Impact having occurred between the date of the Enterprise Mixture Settlement and the
Closing Date, (b) the BMAC Board having acquired a equity opinion passable to the BMAC Board and its Particular
Committee, (c) the Conveyances having been accomplished in accordance with the Conveyance Plan, (d) supply of a Restrictive Covenant
Settlement containing customary non-competition, non-solicitation, and non-disparagement covenants by DLTx, in a type to be agreed by
the events, and (e) the Required Firm Distribution Transaction Approval having been obtained, or if the Required Firm
Distribution Transaction Approval has not been obtained, DLTx having delivered a six-month “lock-up” settlement and the
DLTx’s board of administrators having resolved to suggest the Distribution, really useful the Distribution and never modified such
suggestion.
“Required Firm Distribution Transaction
Approval” means the approval of the Distribution by the affirmative vote of the holders of the requisite variety of Firm Shares
entitled to vote thereon, whether or not in individual or by proxy at DLTx Distribution Particular Assembly (or any adjournment or postponement
thereof), in accordance with the Governing Paperwork of DLTx and relevant Legislation.
DLTx Situations to Closing
Beneath the phrases of the Enterprise Mixture Settlement,
the obligations of DLTx to consummate the transactions contemplated by the Enterprise Mixture Settlement are topic to the satisfaction
or waiver (the place permissible) at or previous to the Closing of, amongst different customary closing situations, no BMAC Materials Antagonistic Impact
having occurred between the date of the Enterprise Mixture Settlement and the Closing Date, and money obtainable from the Belief Account
and all BMAC Financing equaling or exceeding $10,000,000 after fee of transaction bills.
Termination
The Enterprise Mixture Settlement permits the events
to terminate the settlement upon the incidence of sure situations, together with if the Efficient Time has not occurred by July 21, 2023
(the “Termination Date”). Moreover, the Enterprise Mixture Settlement could also be terminated:
(i) by mutual written consent of BMAC and DLTx;
(ii) by BMAC, if any of the representations or
warranties of DLTx set forth within the Enterprise Mixture Settlement shall not be true and proper or if DLTx has didn’t carry out any
covenant or settlement set forth within the Enterprise Mixture Settlement such that sure situations to closing can’t be happy and
the breach or breaches inflicting such representations or warranties to not be true and proper, or the failures to carry out any covenant
or settlement, as relevant, is (or are) not cured or can’t be cured inside the earlier of (i) 30 days after written discover thereof is
delivered to DLTx by BMAC and (ii) the Termination Date;
(iii) by DLTx, if any of the representations or
warranties of BMAC set forth within the Enterprise Mixture Settlement shall not be true and proper or if any BMAC Social gathering has didn’t carry out
any covenant or settlement on the a part of such relevant BMAC Social gathering set forth within the Enterprise Mixture Settlement such that sure
situations to Closing couldn’t be happy and the breach or breaches inflicting such representations or warranties to not be true and
appropriate, or the failures to carry out any covenant or settlement, as relevant, is (or are) not cured or can’t be cured inside the earlier
of (i) 30 days after written discover thereof is delivered to BMAC by DLTx and (ii) the Termination Date;
(iv) by both BMAC or DLTx, if any governmental
entity shall have issued an order or taken another motion completely enjoining, restraining or in any other case prohibiting the transactions
contemplated by the Enterprise Mixture and such order or different motion shall have turn into closing and nonappealable;
(v) by both BMAC or DLTx, if sure required
approvals should not obtained from BMAC stockholders (“Required BMAC Stockholder Approval”) after the conclusion of a
assembly of BMAC’s stockholders held for such function on which such stockholders voted for such approvals;
(vi) by both BMAC or DLTx, if sure required
approvals should not obtained from DLTx shareholders (“Required Firm Shareholder Transaction Approval”) after the conclusion
of a gathering of DLTx’s shareholders held for such function on which such shareholders voted for such approvals;
(vii) by BMAC, at any time earlier than the time the
Required Firm Shareholder Transaction Approval is obtained, upon a Firm Change in Suggestion; offered, that the BMAC
Expense Reimbursement shall be paid pursuant the phrases of the Enterprise Mixture Settlement;
(viii) by BMAC, following the expiration of the
Renegotiation Interval or Reconsideration Interval, as relevant, based mostly on its due diligence evaluation of the DLTx or if, at such time, the
BMAC Particular Committee has not acquired a passable Equity Opinion;
(ix) by DLTx, at any time earlier than the time the Required
BMAC Stockholder Approval is obtained, upon a BMAC Change in Suggestion; and
(x) by DLTx previous to the receipt of the Required
Firm Shareholder Transaction Approval, if DLTx’s board of administrators authorizes DLTx to enter right into a definitive settlement with
respect to a unsolicited Firm Superior Proposal and DLTx enters into such definitive settlement with respect to such Firm Superior
Proposal; offered, that the BMAC Expense Reimbursement shall be paid pursuant the phrases of the Enterprise Mixture Settlement.
The “BMAC Expense Reimbursement”
shall be an quantity equal to the cheap and documented out-of-pocket bills incurred by BMAC in reference to the Enterprise Mixture
Settlement and the transactions contemplated thereunder, in an quantity to not exceed $7,500,000.
Sponsor Aspect Letter
BMAC, Jupiter Sponsor LLC, a Delaware restricted legal responsibility
firm and BMAC’s sponsor (the “Sponsor”), DLTx, and, solely for functions of Part 1.3(b) and Article II,
Enzo Villani, (“Villani”), concurrently with the execution and supply of the Enterprise Mixture Settlement, have
entered right into a sponsor letter settlement (the “Sponsor Aspect Letter”), pursuant to which the Sponsor has agreed, amongst
different issues, (A) to vote (or execute and return an motion by written consent), or trigger to be voted at such assembly (or validly execute
and return and trigger such consent to be granted with respect thereto), all of its or his Lined Shares (as outlined under) (i) in
favor of every Transaction Proposal contemplated within the Enterprise Mixture Settlement, and (ii) in opposition to any motion, proposal, transaction
or settlement referring to any BMAC Acquisition Proposal, and (B) to not elect to make or impact a BMAC Share Redemption with respect
to any such Lined Shares. Capitalized phrases used however not in any other case outlined herein could have the meanings given to them within the Sponsor
Aspect Letter.
As well as, the Sponsor and DLTx have agreed,
amongst different issues, (A) to cancel sure fairness pursuits within the Sponsor, upon Closing, for no consideration whereas New BMAC concurrently
redeems, for no consideration, 240,000 BMAC Widespread Shares, 19,500 BMAC Warrants and 39,000 BMAC Rights held by the Sponsor. The Sponsor,
Villani and DLTx have agreed, amongst different issues, that sure fairness pursuits held by Villani shall, upon the Closing, be cancelled
for no consideration whereas New BMAC will concurrently redeem for no consideration 150,000 New BMAC Widespread Shares held by the Sponsor
(such redeemed New BMAC Widespread Shares, the “Forfeited Shares”). BMAC shall trigger New BMAC to order such Forfeited
Shares for issuance, upon the Closing, to the staff of the Group Corporations and in such quantities as BMAC and DLTx agree previous to the
Closing.
“Lined Shares” means all Sponsor
Shares held by the Sponsor, as of the date hereof along with any BMAC Widespread Shares or any shares of capital inventory of BMAC acquired.
The foregoing description of the Sponsor Aspect Letter
and the transactions contemplated thereby will not be full and is topic to, and certified in its entirety by reference to, the precise
settlement, a duplicate of which is filed with this report as Exhibit 10.1, and the phrases of that are included herein by reference.
Shareholder Assist Settlement
BMAC, DLTx and sure of the shareholders of DLTx
(the “DLTx Shareholders”), concurrently with the execution and supply of the Enterprise Mixture Settlement, have
entered into the Shareholder Assist Settlement (the “Shareholder Assist Settlement”), pursuant to which such DLTx Shareholders
have agreed, amongst different issues, to vote (i) all of their abnormal shares of DLTx, par worth NOK 1.60 (the “DLTx Bizarre Shares”),
(ii) any further DLTx Bizarre Shares (or any securities convertible into or exercisable or exchangeable for DLTx Bizarre Shares)
wherein such DLTx Shareholder acquires document and useful possession after the date hereof and (iii) any further DLTx Bizarre Shares
with respect to which such DLTx Shareholder has the discretionary proper to vote by a proxy in favor of the Enterprise Mixture Settlement
and the Enterprise Mixture, together with the Merger.
The foregoing description of the Shareholder Assist
Settlement and the transactions contemplated thereby will not be full and is topic to, and certified in its entirety by reference to,
the precise settlement, a duplicate of which is filed with this report as Exhibit 10.2, and the phrases of that are included herein by reference.
Merchandise 7.01. | Regulation FD Disclosure. |
On October 14, 2022, BMAC and DLTx issued two joint
press releases asserting, amongst different issues, the execution of the Enterprise Mixture Settlement. Copies of the press releases are connected
hereto as Exhibit 99.1 and 99.2 and included by reference herein.
The foregoing is being furnished pursuant to Merchandise
7.01 and shall not be deemed to be filed for functions of Part 18 of the Change Act, or in any other case topic to the liabilities of that
part, and shall not be deemed to be included by reference into the filings of BMAC beneath the Securities Act or the Change Act,
no matter any basic incorporation language in such filings.
Vital Info and The place to Discover It
On October 4, 2022, BMAC filed a definitive proxy
assertion (the “Extension Proxy Assertion”) for a particular assembly of its stockholders to be held on October 19, 2022 to think about
and act upon a proposal to increase the date (the “Termination Date”) by which BMAC should full an preliminary enterprise mixture
to January 21, 2023 (the “Constitution Extension Date”) and to permit BMAC, with out the necessity for one more stockholder vote, to elect
to increase the Termination Date to consummate a enterprise mixture on a month-to-month foundation, as much as six instances, by an extra one month every
time, after the Constitution Extension Date, by decision of the BMAC Board, if requested
by the Sponsor. The Extension Proxy Assertion was mailed to BMAC stockholders of document as of September 27, 2022. Stockholders could acquire
a duplicate of the Extension Proxy Assertion on the SEC’s web site (www.sec.gov).
New BMAC intends to file a registration assertion
on Type S-4 with the SEC, which can embody a prospectus with respect to New BMAC’s securities
to be issued in reference to the proposed Enterprise Mixture and proxy assertion with
respect to BMAC’s stockholder assembly to vote on the proposed transaction (the “Enterprise Mixture Proxy Assertion”).
The Enterprise Mixture Proxy Assertion can be despatched to all BMAC stockholders. BMAC or New BMAC additionally will file different paperwork concerning
the proposed transaction with the SEC. Earlier than making any voting resolution, buyers and safety holders of BMAC are urged to learn
the Extension Proxy Assertion, registration assertion, Enterprise Mixture Proxy Assertion and all different related paperwork filed or
that can be filed with the SEC in reference to the proposed transaction as they turn into obtainable as a result of they may include essential
details about the proposed transaction.
Buyers and securityholders will be capable of acquire
free copies of the Extension Proxy Assertion, registration assertion, the Enterprise Mixture Proxy Assertion and all different related
paperwork filed or that can be filed with the SEC by BMAC by the web site maintained by the SEC at www.sec.gov. The paperwork
filed by BMAC or New BMAC with the SEC additionally could also be obtained freed from cost upon written request to Blockchain Moon Acquisition Corp.,
4651 Salisbury Highway, Suite 400, Jacksonville, FL 32256.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY
AGENCY HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THIS REPORT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION
OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES
A CRIMINAL OFFENSE.
Members within the Solicitation
BMAC, New BMAC and DLTx and their respective administrators
and govt officers could also be deemed to be members within the solicitation of proxies from BMAC’s stockholders in reference to
the proposed transactions. BMAC’s stockholders and different individuals could acquire, with out cost, extra detailed data
concerning the administrators and govt officers of BMAC from the proxy assertion/prospectus included within the registration assertion on Type
S-4 to be filed by BMAC with the SEC in reference to the Enterprise Mixture. Info concerning the individuals who could, beneath SEC
guidelines, be deemed members within the solicitation of proxies to BMAC’s stockholders in reference to the proposed Enterprise Mixture
can be set forth within the proxy assertion/prospectus included within the registration assertion on Type S-4 for the proposed Enterprise Mixture
to be filed by New BMAC with the SEC in reference to the Enterprise Mixture.
No Supply or Solicitation
This report will not be supposed to and doesn’t represent
a proposal to promote or the solicitation of a proposal to purchase, promote or solicit any securities or any proxy, vote or approval, nor shall there
be any sale of securities in any jurisdiction wherein such provide, solicitation or sale could be illegal previous to registration or qualification
beneath the securities legal guidelines of any such jurisdiction. No provide of securities shall be deemed to be made besides via a prospectus
assembly the necessities of Part 10 of the Securities Act.
Ahead-Trying Statements
This report comprises sure “forward-looking
statements” inside the that means of the US Personal Securities Litigation Reform Act of 1995, Part 27A of the Securities
Act, and Part 21E of the Change Act, together with sure monetary forecasts and projections. All statements aside from statements
of historic reality contained on this report, together with statements as to future outcomes of operations and monetary place, income and
different metrics deliberate services and products, enterprise technique and plans, aims of administration for future operations of DLTx Inc.,
market measurement and progress alternatives, aggressive place and technological and market developments, are forward-looking statements. A few of
these forward-looking statements may be recognized by way of forward-looking phrases, together with “could,” “ought to,”
“count on,” “intend,” “will,” “estimate,” “anticipate,” “consider,”
“predict,” “plan,” “targets,” “initiatives,” “may,” “would,” “proceed,”
“forecast” or the negatives of those phrases or variations of them or comparable expressions. All forward-looking statements are
topic to dangers, uncertainties, and different elements which may trigger precise outcomes to vary materially from these expressed or implied
by such forward-looking statements. All forward-looking statements are based mostly upon estimates, forecasts and assumptions that, whereas thought of
cheap by BMAC and its administration, and DLTx and its administration, because the case could also be, are inherently unsure and lots of elements could
trigger the precise outcomes to vary materially from present expectations which embody, however should not restricted to: (1) the incidence of any
occasion, change or different circumstances that might give rise to the termination of the Enterprise Mixture Settlement with respect to the
proposed Enterprise Mixture; (2) the result of any authorized proceedings which may be instituted in opposition to DLTx, BMAC, the mixed firm
or others following the announcement of the proposed Enterprise Mixture and any definitive agreements with respect thereto; (3) the
incapacity to finish the proposed Enterprise Mixture on as a result of failure to acquire approval of the stockholders of BMAC or the stockholders
of DLTx, or to fulfill different closing situations of the proposed Enterprise Mixture; (4) adjustments to the proposed construction of the enterprise
mixture which may be required or acceptable on account of relevant legal guidelines or rules or as a situation to acquiring regulatory
approval of the proposed Enterprise Mixture; (5) the power to fulfill Nasdaq’s itemizing requirements following the consummation of
the Enterprise Mixture; (6) the chance that the announcement and consummation of the proposed Enterprise Mixture disrupts the present
plans and operations of DLTx; (7) the lack to acknowledge the anticipated advantages of the proposed Enterprise Mixture, which can
be affected by, amongst different issues, competitors, the power of the mixed firm to develop and handle progress profitably, preserve relationships
with prospects and suppliers and retain its administration and key workers; (8) prices associated to the proposed Enterprise Mixture; (9)
adjustments in relevant legal guidelines or rules; (10) the chance that DLTx or the mixed firm could also be adversely affected by different financial,
enterprise and/or aggressive elements; (11) the lack to acquire PIPE financing; (12) the chance that the proposed Enterprise Mixture
might not be accomplished in a well timed method or in any respect, which can adversely have an effect on the worth of BMAC’s securities; (13) the chance that
the proposed transaction might not be accomplished by BMAC’s enterprise mixture deadline and the failure to acquire an extension of
the enterprise mixture deadline if sought by BMAC; (14) the influence of the COVID-19 pandemic, together with any mutations or variants thereof,
and its impact on enterprise and monetary situations; (15) volatility within the markets brought on by geopolitical and financial elements; and (16)
different dangers and uncertainties set forth within the sections entitled “Threat Components” and “Cautionary Observe Concerning Ahead-Trying
Statements” in BMAC’s Type S-1 (File No. 333-259770), its most up-to-date Quarterly Report on Type 10-Q and registration assertion
on Type S-4 that New BMAC intends to file with the SEC, which can embody a prospectus and proxy assertion of BMAC, known as a
proxy assertion/prospectus, and different paperwork filed by BMAC sometimes with the SEC. These filings determine and tackle different
essential dangers and uncertainties that might trigger precise occasions and outcomes to vary materially from these contained within the forward-looking
statements. Nothing on this report must be thought to be a illustration by any person who the forward-looking statements set forth
herein can be achieved or that any of the contemplated outcomes of such forward-looking statements can be achieved. You shouldn’t place
undue reliance on forward-looking statements, which communicate solely as of the date they’re made. Neither BMAC nor DLTx offers any assurance
that both BMAC or DLTx or the mixed firm will obtain the anticipated outcomes set forth in any forward-looking statements. Neither
BMAC nor DLTx undertakes any obligation to replace these forward-looking statements, besides as in any other case required by regulation.
Merchandise 9.01. | Monetary Statements and Displays. |
(d) Displays.
† Sure of the reveals and schedules to this exhibit have
been omitted in accordance with Regulation S-Ok Merchandise 601(b)(2). The Registrant agrees to furnish supplementally a duplicate of all omitted reveals
and schedules to the SEC upon its request.
SIGNATURES
Pursuant to the necessities of the Securities
Change Act of 1934, the Registrant has duly induced this report back to be signed on its behalf by the undersigned hereunto duly licensed.
Dated: October 17, 2022
BLOCKCHAIN MOON ACQUISITION CORP.
By: | /s/ Enzo A. Villani | |
Title: | Enzo A. Villani | |
Title: | Chief Government Officer |
ATTACHMENTS / EXHIBITS