Blockchain Moon Acquisition Corp. filed SEC Form 8-K: Termination of a Material Definitive Agreement (Amendment)
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Explanatory Note
This report amends the Current Report on Form 8-K of Blockchain Moon Acquisition Corp. (the “Company”) dated March 15, 2023, and filed with the Securities and Exchange Commission on March 15, 2023 (the “Original 8-K”). In the Original 8-K, the Company erroneously disclosed that the Company’s sponsor, Jupiter Sponsor LLC (the “Sponsor”), informed the Company that it will not contribute any additional funds to the Company’s trust account and that the Company would liquidate and dissolve as soon as practicable. The Company continues to search for business combination opportunities and the Sponsor currently anticipates that it will continue to contribute funds to the Company's trust account during that search. As a result, the Company has no present plans to liquidate. This Form 8-K/A amends and restates the Original 8-K correctly and in its entirety.
| Item 1.02. | Termination of a Material Definitive Agreement. |
As previously disclosed, Blockchain Moon Acquisition Corp., a Delaware corporation (“BMAC” or the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”), dated as of October 14, 2022, with Malibu Parent, Inc., a Delaware corporation, Hermosa Merger Sub, LLC, a Delaware limited liability company, and DLTx ASA, a Norwegian public limited liability company (“DLTx”). The Business Combination Agreement would have provided, subject to its terms and conditions, for the initial business combination of BMAC (the “Business Combination”).
On March 12, 2023, BMAC delivered a unilateral notice of termination (the “Notice”) to DLTx pursuant to both Section 8.1(b) and Section 8.1(k) of the Business Combination Agreement. The Notice terminated the Business Combination Agreement effective immediately pursuant to Section 8.1(b).
By virtue of the termination of the Business Combination Agreement, all other ancillary agreements related to the Business Combination terminate in accordance with their terms.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 16, 2022
| BLOCKCHAIN MOON ACQUISITION CORP. | ||
| By: | /s/ Enzo A. Villani | |
| Name: | Enzo A. Villani | |
| Title: | Chief Executive Officer | |