United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~March~~April 1521, 2023 ~~(March 12, 2023)~~

Date of Report (Date of earliest event reported)

Blockchain Moon Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40922		86-1839124
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4651 Salisbury Road, Suite 400 Jacksonville, FL		32256
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (424) 262-6097

N/A

(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:

x¨ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 18.~~02.~~01 ~~Termination~~Other ~~of a Material Definitive Agreement~~Events.

AsOn ~~previously~~April ~~disclosed~~21, 2023, Blockchain Moon Acquisition Corp., ~~a Delaware corporation~~ (~~“BMAC” or~~ the “Company”), ~~entered~~issued ~~into~~ a ~~Business~~press ~~Combination~~release ~~Agreement (the~~announcing ~~“Business~~that ~~Combination~~due ~~Agreement”),~~to ~~dated~~its asinability ofto ~~October 14,~~consummate ~~2022,~~an ~~with~~initial ~~Malibu~~business ~~Parent, Inc., a Delaware corporation,~~combination ~~Hermosa~~within ~~Merger~~the ~~Sub,~~time ~~LLC,~~period arequired ~~Delaware~~by ~~limited~~its ~~liability~~amended ~~company,~~ and ~~DLTx~~restated ~~ASA,~~certificate aof ~~Norwegian~~incorporation ~~public limited liability company~~ (the “~~DLTx~~Articles”)., the Company intends ~~The~~to ~~Business~~dissolve ~~Combination~~and ~~Agreement~~liquidate ~~would~~in ~~have~~accordance ~~provided,~~with ~~subject~~the toprovisions of its ~~terms~~Articles and ~~conditions,~~will ~~for~~redeem all of the ~~initial~~outstanding ~~business~~common ~~combination~~stock ofthat ~~BMAC~~were included in the units issued in its initial public offering (the “~~Business~~Public ~~Combination~~Shares”), at a per-share redemption price of approximately $10.49.

OnAs ~~March~~of 12the close of business on April 21, 2023, the ~~BMAC~~Public ~~delivered~~Shares awill ~~unilateral notice~~be ofdeemed ~~termination~~cancelled ~~(the~~and ~~“Notice”)~~will torepresent ~~DLTx~~only ~~pursuant~~the right to ~~both~~receive ~~Section~~the 8redemption amount.~~1(b)~~ ~~and~~The ~~Section~~Company ~~8.1(k)~~anticipates that of the ~~Business~~Public ~~Combination Agreement.~~Shares, ~~The~~as ~~Notice~~well ~~terminated~~as the ~~Business~~Company’s ~~Combination~~publicly ~~Agreement~~traded ~~effective~~units, ~~immediately~~warrants, ~~pursuant~~and torights, ~~Section~~will 8cease trading as of the close of business on April 21, 2023.~~1(b).~~

ByIn ~~virtue~~order ofto provide for the ~~termination~~disbursement of funds from the ~~Business~~trust ~~Combination Agreement~~account, ~~all~~the ~~other~~Company ~~ancillary~~will ~~agreements~~instruct ~~related~~the trustee of the trust account to take all necessary actions to liquidate the ~~Business~~securities held ~~Combination~~in ~~terminate~~the trust account. The proceeds of the trust account will be held in ~~accordance~~a ~~with~~non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their ~~terms~~pro rata portion of the proceeds of the trust account, by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after April 21, 2023.

AsThe ~~a result of the termination of the Business Combination Agreement, the~~ Company’s sponsor, ~~Jupiter~~officers ~~Sponsor~~and ~~LLC,~~directors have ~~has~~agreed ~~informed~~to ~~the~~waive ~~Company~~their ~~that~~redemption itrights ~~will~~with ~~not~~respect ~~contribute~~to ~~any~~their ~~additional funds~~outstanding tocommon ~~the~~stock ~~Company’s~~issued ~~trust~~to ~~account~~them. ~~Accordingly,~~There ~~the Company~~ will ~~liquidate~~be ~~and~~no ~~dissolve~~redemption rights asor ~~soon~~liquidating asdistributions ~~practicable~~with inrespect ~~accordance with~~to the Company’s ~~charter~~warrants or rights which will expire worthless.

The Company expects that the Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibits
99.1		Press release dated April 21, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 15~~April 21, 2023

BLOCKCHAIN MOON ACQUISITION CORP. By: /s/ Enzo A. Villani Name: Enzo A. Villani Title: Chief Executive Officer

By: /s/ Enzo A. Villani Name: Enzo A. Villani Title: Chief Executive Officer

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