| Information Disclaimer
Important Information about Blockchain Moon and Where to Find It
On October 15, 2022, Blockchain Moon Acquisition Corp. (“
Blockchain Moon
”) announced that it executed a Business Combination
Agreement (the “
Business Combination Agreement
”), dated as of October 14, 2022, with Malibu Parent Inc., a Delaware corporation (“
New
BMAC
”), Hermosa Merger Sub LLC, a Delaware limited liability company, and DLTx ASA, a Norwegian public limited liability company
(“
DLTx
”) (the transactions contemplated by the Business Combination Agreement, the
“
Business Combination
”).
New BMAC intends to file a registration statement on Form S
-
4 with the Securities and Exchange Commission (“
SEC
”), which will include a
prospectus with respect to New BMAC’s securities to be issued in connection with the proposed Business Combination and proxy
statement with respect to Blockchain Moon’s stockholder meeting to vote on the proposed transaction (the “
Business Combination Proxy
Statement
”). The Business Combination Proxy Statement will be sent to all Blockchain Moon stockholders. Blockchain Moon and New
BMAC also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors
and security holders of Blockchain Moon are urged to read the registration statement and the Business Combination Proxy
Statement/prospectus included therein and all other relevant documents filed or that will be filed with the SEC in connection
wi
th
the proposed transaction as they become available because they will contain important information about the proposed
transaction.
Investors and securityholders of Blockchain Moon will be able to obtain free copies of the registration statement and the Bus
ine
ss
Combination Proxy Statement/prospectus included therein and all other relevant documents filed or that will be filed with the
SE
C by
New BMAC or Blockchain Moon through the website maintained by the SEC at
www.sec.gov
. The documents filed by Blockchain Moon or
New BMAC with the SEC also may be obtained free of charge upon written request to Blockchain Moon Acquisition Corp., 4651 Sal
isb
ury
Road, Suite 400, Jacksonville, FL 32256.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS
DESCRIBED IN THIS PRESENTATION, 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 PRESENTATION. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Caution Regarding Forward
-
Looking Statements
This presentation contains certain “forward
-
looking statements” within the meaning of the United States Private Securities Litig
ation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “
Securities Act
”), and Section 21E of the Securities Exchange
Act of 1934, as amended, including certain financial forecasts and projections. All statements other than statements of histo
ric
al fact
contained in this presentation, including statements as to future results of operations and financial position, revenue and o
the
r metrics
planned products and services, business strategy and plans, objectives of management for future operations of DLTx, market si
ze
and
growth opportunities, competitive position and technological and market trends, are forward
-
looking statements. Some of these fo
rward
-
looking statements can be identified by the use of forward
-
looking words, including “may,” “should,” “expect,” “intend,” “will,”
“estimate,”
“anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives
of
these terms or
variations of them or similar expressions. All forward
-
looking statements are subject to risks, uncertainties, and other factors
which could
cause actual results to differ materially from those expressed or implied by such forward
-
looking statements. All forward
-
lookin
g
statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Blockchain Moon and its
management, and DLTx and its management, as the case may be, are inherently uncertain and many factors may cause the actual r
esu
lts
to differ materially from current expectations which include, but are not limited to: (1) the occurrence of any event, change
or
other
circumstances that could give rise to the termination of the Business Combination Agreement with respect to the Business Comb
ina
tion;
(2) the outcome of any legal proceedings that may be instituted against DLTx, Blockchain Moon, the combined company or others
following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability
to
complete the Business Combination due to the failure to obtain approval of the stockholders of Blockchain Moon or the stockho
lde
rs of
DLTx, or to satisfy other closing conditions of the Business Combination; (4) changes to the proposed structure of the Busine
ss
Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining
reg
ulatory
approval of the Business Combination; (5) the ability to meet Nasdaq’s listing standards following the consummation of the Bu
sin
ess
Combination; (6) the risk that the Business Combination disrupts current plans and operations of DLTx as a result of the anno
unc
ement
and consummation of the Business Combination; (7) the inability to recognize the anticipated benefits of the Business Combina
tio
n,
which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth prof
ita
bly,
maintain relationships with customers and suppliers and retain its management and key employees; (8) the inability of the com
bin
ed
company to implement its green mining strategy by entering into agreements in the future to acquire energy at its target pric
e a
nd
power uptime; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the possibi
lit
y that DLTx or
the combined company may be adversely affected by other economic, business and/or competitive factors; (12) the inability to
obt
ain
financing in connection with the Business Combination; (13) the risk that the Business Combination may not be completed in a
tim
ely
manner or at all, which may adversely affect the price of Blockchain Moon’s securities; (14) the risk that the transaction ma
y n
ot be
completed by the Business Combination date and the potential failure to obtain a further extension of the Business Combinatio
n
deadline if sought by Blockchain Moon; (15) the impact of the COVID
-
19 pandemic, including any mutations or variants thereof, an
d its
effect on business and financial conditions; (16) volatility in the markets caused by geopolitical and economic factors; and
(17
) other risks
and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward
-
Looking Statements” i
n
Blockchain Moon’s Form S
-
1 (File No. 333
-
259770), its most recent Quarterly Report on Form 10
-
Q and registration statement on F
orm S
-
4
that New BMAC intends to file with the SEC, which will include a document that serves as a prospectus and proxy statement of
Blockchain Moon, referred to as a proxy statement/prospectus, and other documents filed by Blockchain Moon from time to time
wit
h the
SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to
di
ffer
materially from those contained in the forward
-
looking statements. Nothing in this presentation should be regarded as a represen
tation
by any person that the forward
-
looking statements set forth herein will be achieved or that any of the contemplated results of s
uch
forward
-
looking statements will be achieved. You should not place undue reliance on forward
-
looking statements, which speak only
as of
the date they are made. Neither Blockchain Moon nor DLTx gives any assurance that Blockchain Moon, DLTx or the combined compa
ny
will achieve its expected results. Neither Blockchain Moon nor DLTx undertakes any duty to update these forward
-
looking statemen
ts,
except as otherwise required by law.
Participants in the Solicitation
Blockchain Moon, New BMAC and DLTx and their respective directors and executive officers may be deemed to be participants in
the
solicitation of proxies from Blockchain Moon’s stockholders in connection with the proposed transactions. Blockchain Moon’s s
toc
kholders
and other interested persons may obtain, without charge, more detailed information regarding the directors and executive offi
cer
s of
Blockchain Moon, New BMAC and DLTx from the proxy statement/prospectus included in the registration statement on Form S
-
4 to be
filed by New BMAC with the SEC in connection with the Business Combination.
No Offer or Solicitation
This presentation is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or
so
licit any securities
or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitati
on
or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities sh
all
be deemed to be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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