Current Report Filing (8-k)
24 January 2023 - 9:02AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 20, 2023
Blockchain Moon Acquisition Corp.
(Exact name of registrant as specified in its
charter)
Delaware |
001-40922 |
86-1839124 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
4651 Salisbury Road, Suite 400
Jacksonville, FL |
32256 |
(Address of principal executive offices) |
(Zip Code) |
(424) 262-6097
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each
exchange
on which registered |
Common Stock, par value $0.0001 per share |
|
BMAQ |
|
The Nasdaq Stock Market LLC |
Redeemable Warrants, each exercisable for one-half of one share of Common Stock at an exercise price of $11.50 |
|
BMAQW |
|
The Nasdaq Stock Market LLC |
Rights, each to receive one-tenth of one share of Common Stock |
|
BMAQR |
|
The Nasdaq Stock Market LLC |
Units, each consisting of one share of Common Stock, one Right and one Redeemable Warrant |
|
BMAQU |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth
company x
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
On
January 20, 2023, Blockchain Moon Acquisition Corp. (“Blockchain Moon” or the “Company”) elected
to exercise a one-month extension of the date by which Blockchain Moon has to consummate a business combination from January 21, 2023
to February 21, 2023 (the “Extension”). The Extension is the first of six one-month extensions permitted under
the Company’s governing documents and provides the Company with additional time to complete its initial business combination. On
January 20, 2023, the Company issued an unsecured promissory note in the initial principal amount of $120,000 (the “Note”)
to Jupiter Sponsor LLC in connection with the Extension. Pursuant to the Note, the Company may request an additional aggregate amount
of up to $600,000, which may be drawn down in five equal tranches. The Note does not bear interest and matures upon closing of the Company’s
initial business combination. In the event that the Company does not consummate a business combination, the Note will be repaid only from
amounts remaining outside of the Trust Account, if any. The proceeds of the Note have been deposited in the Trust Account in connection
with the Extension.
The
foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, which
is incorporated by reference herein and filed herewith as Exhibit 10.1.
| Item 9.01. | Financial Statements and Exhibits |
(d)
Exhibits
SIGNATURE
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: January 23, 2023
|
BLOCKCHAIN MOON ACQUISITION CORP. |
|
|
|
By: |
/s/ Enzo A. Villani |
|
Name: |
Enzo A. Villani |
|
Title: |
Chief Executive Officer |
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