UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2021~~2022

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40922

BLOCKCHAIN MOON ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Delaware		86-1839124
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)


Delaware		86-1839124
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)



4651 Salisbury Road, Suite 400,Jacksonville, FL		32256
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (424) 262-6097Securities registered pursuant to Section 12(b) of the Act:
Registrant’s telephone number, including area code: (424) 262-6097Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on whichregistered
Units, each consisting of one share of Common Stock, one Right and one Redeemable Warrant	BMAQU	The Nasdaq Stock Market LLC

Common Stock, par value $0.0001 per share	BMAQ	The Nasdaq Stock Market LLC

Rights, each to receive one-tenth of one share of Common Stock	BMAQR	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

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~ ~~ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging Growth Company ☒

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.~~Yes ☐ No⌧~~ ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~Indicate~~If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the ~~registrant~~financial isstatement aof ~~shell~~the ~~company~~registrant ~~(as~~included ~~defined~~ in ~~Rule 12b-2~~the offiling reflect the ~~Exchange~~correction ~~Act).~~of ~~Yes ⌧~~an ~~No ◻~~error to previously issued financial statements. ☐

AsIndicate ofby ~~June~~check ~~30,~~mark ~~2021,~~whether ~~the~~any ~~last business day~~ of ~~the~~those ~~registrant’s~~error ~~most~~corrections ~~recently~~are ~~completed~~restatements ~~second~~that ~~fiscal~~required ~~quarter,~~a ~~the~~recovery ~~registrant’s~~analysis ~~securities~~of ~~were~~incentive-based ~~not~~compensation ~~publicly~~received ~~traded.~~by ~~The~~any ~~registrant’s~~of ~~units began to trade on The Nasdaq Stock Market, LLC on October 21, 2021, and~~ the registrant’s ~~shares~~executive ofofficers ~~common~~during ~~stock~~the ~~and~~relevant ~~warrants~~recovery ~~began~~period ~~separate~~pursuant ~~trading~~to ~~on The Nasdaq Stock Market, LLC, on November 3, 2021~~§240.10D-1(b). ☐

AsIndicate ofby ~~April~~check ~~12,~~mark ~~2022,~~whether ~~there~~the ~~were~~registrant ~~14,805,000~~is ~~shares~~a ofshell ~~common~~company ~~stock,~~(as ~~par~~defined ~~value~~in ~~$0.0001~~Rule 12b-2 ~~per~~of ~~share,~~the ~~issued~~Exchange ~~and outstanding~~Act). Yes ☒ No ☐

The aggregate market value of the outstanding shares of the registrant’s Common Stock, other than shares held by persons who may be deemed affiliates of the registrant, as of the last business day of the registrant’s most recently completed second fiscal quarter, computed by reference to a closing sales price of $9.89 on June 30, 2022 as reported on the Nasdaq Stock Market LLC, was $113,735,000.

As of April 14, 2023, there were 5,080,892 shares of common stock, par value $0.0001 per share, issued and outstanding.

Documents incorporated by reference: None.

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BLOCKCHAIN MOON ACQUISITION CORP.

Annual Report on Form 10-K for the Year Ended December 31, 2022


		Page
PART I		2
ITEM 1.	BUSINESS	2
ITEM 1A.	RISK FACTORS	25
ITEM 1B.	UNRESOLVED STAFF COMMENTS	25
ITEM 2.	PROPERTIES	25
ITEM 3.	LEGAL PROCEEDINGS	25
ITEM 4.	MINE SAFETY DISCLOSURES	25
PART II		26
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	26
ITEM 6.	[RESERVED]	26
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	30
ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	30
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	30
ITEM 9A.	CONTROLS AND PROCEDURES	30
ITEM 9B.	OTHER INFORMATION	31
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	31
PART III		31
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	31
ITEM 11.	EXECUTIVE COMPENSATION	39
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	39
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	40
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	42
PART IV		44
ITEM 15.	EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES	44

Annual Report on Form 10-K for the Year Ended December 31, 2021

		Page
PART I		4
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	26
ITEM 1B.	UNRESOLVED STAFF COMMENTS	27
ITEM 2.	PROPERTIES	27
ITEM 3.	LEGAL PROCEEDINGS	27
ITEM 4.	MINE SAFETY DISCLOSURES	27
PART II		27
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	27
ITEM 6.	[RESERVED]	28
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	30
ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	30
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	30
ITEM 9A.	CONTROLS AND PROCEDURES	30
ITEM 9B.	OTHER INFORMATION	31
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	31
PART III		31
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	31
ITEM 11.	EXECUTIVE COMPENSATION	37
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	38
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	39
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	41
PART IV		42
ITEM 15.	EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES	42

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CERTAIN TERMS

References to “the Company,” “BMAQ,” “our,” “us” or “we” refer to Blockchain Moon Acquisition Corp., a blank check company incorporated in Delaware on January 22, 2021. References to our “Sponsor” refer to Jupiter Sponsor, LLC, a Delaware limited liability company. References to our “IPO” refer to the initial public offering of Blockchain Moon Acquisition Corp., which closed on October 21, 2021.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:

● ability to complete our initial business combination, including the DLTx Business Combination (as defined below);

● ability to complete our initial business combination;

●

success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

●

potential ability to obtain additional financing to complete our initial business combination;

●

pool of prospective target businesses;

●

the ability of our officers and directors to generate a number of potential investment opportunities;

●

potential change in control if we acquire one or more target businesses for stock;

●

the potential liquidity and trading of our securities;

●

the lack of a market for our securities;

●

use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

●

financial performance following our IPO.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.1

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PART I

ITEM 1.

BUSINESS

Overview

Blockchain Moon Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although there is no restriction or limitation on what industry or geographic region our target operates in, itwe ishave ~~our~~primarily ~~intention~~focused toon ~~pursue~~ prospective targets that are high growth businesses in blockchain technologies in North America, Europe, and Asia.

The Registration Statement for our initial public offering was declared effective on October 18, 2021 (the “Initial Public Offering,” or “IPO”). on October 21, 2021, Blockchain Moon Acquisition Corp. (the “Company”) consummated its IPO of 10,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”), one right to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial business combination and one redeemable warrant entitling the holder thereof to purchase one-half (1/2) of a share of Common Stock at a price of $11.50 per whole share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000.

Simultaneously with the closing of the IPO, the Company consummated the private placement of 400,000 units (the “Private Units”) to Jupiter Sponsor, LLC (the “Sponsor”) at a price of $10.00 per unit, generating total proceeds of $4,000,000. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

As of October 21, 2021, a total of $100,000,000, consisting of $97,877,497 of the net proceeds from the IPO and $2,122,503 of the net proceeds from the private placement consummated simultaneously with the closing of the IPO were deposited in a trust account established for the benefit of the Company’s public stockholders.

Subsequently, on October 26, 2021, the underwriters exercised the over-allotment option in full to purchase an additional 1,500,000 Units (the “Over-Allotment Option Units”) at a price of $10.00 per unit, resulting in total gross proceeds to the Company of $15,000,000. On October 26, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale to the Sponsor of an additional 30,000 Private Units, generating gross proceeds to the Company of $300,000. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

As of October 26, 2021, a total of $115,000,000, consisting of $112,577,497 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and $2,422,503 of the net proceeds from the sale of the Private Units (including the Over-Allotment Option Units), were placed in a trust account (the “Trust Account”) ”) located in the United States with Continental Stock Transfer & Trust Company, acting as trustee, established for the benefit of our public stockholders. The proceeds held in the Trust Account may only be invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of our initial business combination and (ii) the distribution of the Trust Account as otherwise permitted under our amended and restated certificate of incorporation.

We ~~will~~originally ~~have~~had until 12 months ~~(or up to 18 months if our time to complete a business combination is extended as described herein)~~ from the closing of the Initial Public Offering to consummate our initial business combination. However, ifon weOctober ~~anticipate~~19, ~~that~~2022, weour ~~may~~public ~~not~~stockholders beapproved ~~able~~an amendment to ~~consummate~~ our ~~initial~~amended ~~business~~and ~~combination~~restated ~~within~~certificate 12of ~~months,~~incorporation we(the ~~may,~~“Charter byAmendment”) ~~resolution~~to ofextend ~~our~~the ~~board~~date if(the ~~requested~~“Termination Date”) by ~~our~~which ~~Sponsor,~~we ~~extend~~have ~~the period of time~~ to consummate a business combination upfrom toOctober ~~two times~~21, ~~each~~2022 ~~by an additional three months~~ (~~for~~the a“Original ~~total~~Termination ofDate”) up to 18January ~~months~~21, to2023 ~~complete~~(the a“Charter ~~business~~Extension ~~combination~~Date”), ~~subject~~and to ~~the~~allow ~~Sponsor~~us, ~~depositing~~without ~~additional~~another ~~funds~~stockholder ~~into~~vote, ~~the~~to ~~Trust~~elect ~~Account~~to asextend ~~set~~the ~~out~~Termination ~~below.~~Date ~~Pursuant~~ to ~~the~~consummate ~~terms~~a ofbusiness ~~our~~combination ~~amended~~on ~~and~~a ~~restated~~monthly ~~certificate~~basis offor ~~incorporation~~up ~~and~~to ~~the~~six ~~trust~~times ~~agreement~~by ~~entered~~an ~~into~~additional ~~between~~one-month useach ~~and~~time ~~Continental~~after ~~Stock~~the ~~Transfer~~Charter &Extension ~~Trust Company~~Date, inby ~~order~~resolution ~~for~~of ~~the time available for us to consummate~~ our ~~initial~~board ~~business~~of ~~combination~~directors, toif berequested ~~extended,~~by our Sponsor ~~or its affiliates or designees~~, and upon five days’ advance notice prior to the applicable ~~deadline~~Termination Date, ~~must~~until ~~deposit~~July ~~into~~21, ~~the Trust Account $1~~2023,~~150,000~~ ~~($0.10~~or ~~per~~a ~~Unit,~~total of up to annine ~~aggregate~~months ofafter ~~$2,300,000)~~the onOriginal orTermination ~~prior~~Date, tounless the ~~date~~closing of the ~~applicable~~Company’s ~~deadline,~~initial ~~for~~business ~~each~~combination ~~three~~shall ~~month~~have ~~extension.~~occurred Inprior ~~the~~thereto. ~~event~~Accordingly, ~~that~~on weOctober ~~receive~~21, ~~notice~~2022, ~~from~~we ~~our~~issued ~~Sponsor~~a ~~five~~note ~~days~~in ~~prior to~~ the ~~applicable~~principal ~~deadline~~amount of ~~its~~$360,000 ~~wish for us~~ to ~~effect~~our anSponsor. ~~extension,~~The wenote ~~intend~~does tonot ~~issue~~bear ainterest ~~press~~and ~~release~~matures ~~announcing~~upon ~~such~~closing ~~intention~~of atour ~~least~~initial ~~three~~business ~~days~~combination. ~~prior~~In to the ~~applicable~~event ~~deadline.~~that ~~In addition,~~ we ~~intend~~do tonot ~~issue~~consummate a ~~press~~business ~~release~~combination, the ~~day~~note ~~after~~will ~~the~~be ~~applicable~~repaid ~~deadline~~only ~~announcing~~from ~~whether~~amounts orremaining ~~not~~outside of the ~~funds~~Trust ~~had~~Account, ~~been~~if ~~timely deposited~~any. ~~Our Sponsor and its affiliates or designees are not obligated to fund the Trust~~

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~~Account~~On toJanuary 20, 2023, our Sponsor requested that we extend the ~~time~~date ~~for~~by uswhich towe ~~complete~~must ~~our~~consummate an initial business combination from January 21, 2023 to February 21, 2023. IfAccordingly, on January 20, 2023, we ~~are~~issued ~~unable~~a tonote ~~consummate~~in ~~our~~the initial ~~business~~principal ~~combination~~amount ~~within~~of $120,000 to our Sponsor in connection with the ~~applicable~~six ~~time~~one-month ~~period,~~extensions weafter ~~will~~the Charter Extension Date. Pursuant to the note, asthe ~~promptly~~Company asmay ~~possible~~request ~~but~~an ~~not~~additional ~~more~~aggregate ~~than~~amount ~~ten~~of ~~business~~up ~~days~~to ~~thereafter~~$600,000, ~~redeem~~which ~~100%~~may ofbe ~~our~~drawn ~~outstanding~~down ~~public~~in ~~shares~~five ~~for~~equal atranches. ~~pro~~Also ~~rata~~on ~~portion~~January of20, ~~the~~2023, ~~funds~~our ~~held~~Sponsor indeposited $120,000 into the ~~Trust~~trust ~~Account,~~account. ~~including~~Our aSponsor ~~pro~~further ~~rata~~requested ~~portion~~that ofwe ~~any~~exercise ~~interest~~one-month ~~earned~~extensions onof the ~~funds~~Termination ~~held~~Date inon ~~the~~each ~~Trust~~of ~~Account~~February 21, 2023 and ~~not~~March ~~previously~~21, ~~released~~2023. toAccordingly, usthe toSponsor ~~pay~~deposited ~~our~~an ~~taxes~~aggregate of $159,321 into the trust account for the February and ~~then~~March ~~seek~~2023 tomonthly ~~dissolve~~extensions and ~~liquidate.~~the ~~However,~~remaining webalance ~~may~~of ~~not~~$80,679 beremains ~~able~~due to ~~distribute~~trust. ~~such~~These ~~amounts~~deposits asenabled athe ~~result~~Company ofto ~~claims~~extend ofthe ~~creditors~~Termination ~~which~~Date ~~may~~to ~~take~~April ~~priority~~21, ~~over~~2023. These extensions are the ~~claims~~first three of ~~our~~six ~~public~~one-month ~~stockholders~~extensions permitted under the Company’s governing documents, as described above.

We ~~were~~must ~~incorporated~~complete ~~under~~our ~~the~~initial ~~laws~~business ofcombination ~~the~~by ~~State~~April of21, ~~Delaware~~2023 on(or ~~January~~July 2221, ~~2021.~~2023 Weif ~~were~~we ~~formed~~fully ~~for~~extend the ~~purpose~~period of ~~effecting~~time ato ~~merger,~~consummate ~~stock~~our ~~exchange,~~initial ~~asset~~business ~~acquisition,~~combination ~~stock~~in ~~purchase~~accordance with the terms described in this Report), ~~reorganization~~18 ormonths ~~similar~~from the closing of our initial public offering. If our initial business combination ~~with~~is ~~one~~not consummated by April 21, 2023 (or ~~more~~July ~~businesses~~21, ~~which~~2023 if we ~~refer~~fully toextend ~~throughout~~the ~~this~~period ~~prospectus~~of astime to consummate our initial business combination in accordance with the terms described in this Report), then our existence will terminate, and we will distribute all amounts in the trust account.

 ~~Although~~We ~~there~~were isincorporated nounder ~~restriction~~the orlaws ~~limitation~~of onthe ~~what~~State ~~industry~~of orDelaware ~~geographic~~on ~~region~~January ~~our target operates in~~22, it2021. isWe ~~our~~were ~~intention~~formed tofor ~~pursue~~the ~~prospective~~purpose ~~targets~~of ~~that~~effecting ~~are~~a inmerger, ~~blockchain~~stock ~~technology~~exchange, ~~located~~asset ~~in North America~~acquisition, ~~Europe~~stock ~~and Asia. At the time of preparing this prospectus~~purchase, wereorganization ~~have~~or ~~not~~similar ~~identified any specific~~ business combination, ~~nor~~with ~~has~~one ~~anyone on our behalf initiated~~ or ~~engaged~~more ~~in any substantive discussions~~businesses, ~~formal~~which orwe ~~otherwise,~~refer ~~related~~ to ~~such~~throughout athis ~~transaction.~~Report ~~Our~~as ~~efforts~~our toinitial ~~date~~business ~~are limited to organizational activities related to our IPO~~combination.

Although there is no restriction or limitation on what industry or geographic region our target operates in, we have primarily pursued prospective targets that are in blockchain technology located in North America, Europe and Asia. At the time of preparing this Report, we have not identified any specific business combination, nor has anyone on our behalf initiated or engaged in any substantive discussions, formal or otherwise, related to such a transaction. Our efforts to date are limited to organizational activities related to our IPO.

The Proposed DLTx Business Combination

On October 15, 2022, the Company 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 (“Merger Sub”), and DLTx ASA, a Norwegian public limited liability company (“DLTx”) (the transactions contemplated by the Business Combination Agreement, the “DLTx Business Combination”).

On March 12, 2023, the Company 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) of the Business Combination Agreement. 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.

Acquisition Strategy

Our business strategy is to identify and consummate an initial business combination with a company that focuses on blockchain technology. We will seek to acquire a business that has leveraged blockchain technology to develop and disrupt current markets in finance, supply-chain, gaming or entertainment. We believe that our potential target will be fundamentally sound and primed to leverage access to the public markets to scale further. However, we may also look at earlier stage companies and/or established companies that exhibit a strong potential use-case for blockchain technology. The target would demonstrate the potential for sustained high levels of revenue growth and a path to profitability through the utilization of blockchain technology, cryptocurrenices, and token economics. Members of our management team and sponsor have experience in:

●

Strategic and Corporate Development for Fortune 500 companies;

●

Identifying, acquiring, and structuring M&A transactions as an operational leader and strategist;

●

Operating and managing companies, formulating business strategies and executing action plans with internal resources and external stakeholders;

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●

Developing business opportunities and procurement in North America, Europe and Asia;

●

Advising blockchain, technology and financial services companies’ management in the fields of product development, business strategy and financial planning;

●

Investing and building companies in the technology sector with unique market insights;

●

Improving efficiency for businesses by implementing information technology systems; and

●

Building relationships across ecosystems, including finance, technology, blockchain and cryptocurrencies.

Business Combination Criteria

We have developed the following guidelines that we believe are important when we evaluate prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, though we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

 ● We intend to seek companies with operations or prospects in the blockchain technology sector. Based upon our management team’s experience, we believe that we have a competitive advantage and excellent access to investment opportunities when seeking a business combination with potential targets in the sector. Our management team’s network of contacts and extensive experience provide them with opportunities to source and evaluate targets, enter into a business combination with a target and help grow its business.

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of contacts and extensive experience provide them with opportunities to source and evaluate targets, enter into a business combination with a target and help grow its business.

●

Target companies that we intend to seek will have significant competitive advantages and/or underexploited expansion opportunities that can benefit from access to additional capital as well as our industry relationships and expertise.

●

We intend to seek to identify companies with strong, public-ready management teams, with solid corporate governance and reporting policies that have the experience to execute successfully and create value for stakeholders. Additionally, we will utilize our own industry experience to partner with a potential target’s management team.

 ● We believe that there are a substantial number of potential target businesses with appropriate valuations that can benefit from a public listing and new capital for growth to support significant revenue and earnings development. These potential targets will have substantial embedded and/or underexploited growth opportunities that our team is uniquely positioned to identify and monetize.

●

We intend to seek target companies that have underexploited expansion opportunities. This expansion can be accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our management team has significant experience in identifying such targets and in helping target management assess the strategic and financial fit. Similarly, our management has the expertise to assess the likely synergies and to help a target integrate acquisitions.

●

We will seek target companies which exhibit value or other characteristics that we believe have been overlooked or misevaluated by the marketplace based on our company-specific analyses and due diligence. For a potential target company, this process will include, among other things, a review and analysis of the company’s capital structure, quality of current or future earnings, corporate governance, customers, material contracts, and the industry and trends. We intend to leverage the operational experience and disciplined investment approach of our team to identify opportunities to unlock value that our experience in complex situations allows us to pursue.

●

We intend to be a disciplined and a valuation-centric investor that will invest on terms that we believe are attractive relative to market comparables that provide significant upside potential. We also expect to evaluate financial returns based on opportunities for follow-on acquisitions and other value-creation initiatives.

The aforementioned criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission (“SEC”).4

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may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this Report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission (“SEC”).

Sourcing of Potential Business Combination Targets

We believe that the operational and transactional experience of our management team and members of our sponsor and their respective affiliates and related entities and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

 We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities) or consummating such an acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors (or their respective affiliates or related entities). In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

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to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Initial Business Combination

 We originally had until 12 months from the closing of the Initial Public Offering to consummate our initial business combination. However, on October 19, 2022, our public stockholders approved the Charter Amendment to extend the Original Termination Date to the Charter Extension Date and to allow us, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to six times by an additional one-month each time after the Charter Extension Date, by resolution of our board of directors, if requested by our Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until July 21, 2023, or a total of up to nine months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior thereto. Accordingly, on October 21, 2022, we issued a note in the principal amount of $360,000 to our Sponsor. The note does not bear interest and matures upon closing of our initial business combination. In the event that we do not consummate a business combination, the note will be repaid only from amounts remaining outside of the Trust Account, if any.

WeOn ~~will~~January ~~have 12 months from the closing of our IPO on October 18~~20, ~~2021 to consummate an initial business combination. In addition~~2023, ifour weSponsor ~~anticipate~~requested that we ~~may not be able to consummate our initial business combination within 12 months, our insiders or their affiliates may, but are not obligated to,~~ extend the ~~period~~date ~~of time to consummate a business combination up to two times~~ by anwhich ~~additional~~we ~~three~~must months each time (for a total of up to 18 months to complete a business combination), provided that, pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, the only way to extend the time available for us to consummate ~~our~~an initial business combination infrom ~~the~~January ~~absence of a definitive agreement is for our insiders or their affiliates or designees~~21, ~~upon~~2023 ~~five days’ advance notice prior~~ to ~~the~~February ~~applicable deadline~~21, to2023. ~~deposit~~Accordingly, ~~into~~on ~~the~~January ~~trust account $1~~20,~~000,000,~~ ~~or $1~~2023,~~150,000~~ ifwe ~~the~~issued ~~over-allotment~~a ~~option~~note ~~is exercised~~ in ~~full~~the ~~($0.10~~initial ~~per~~principal ~~share~~amount ~~in either case, or an aggregate~~ of $2120,000~~,000~~ ~~(or~~to ~~$2,300,000~~our ifSponsor ~~the over-allotment option is exercised~~ in ~~full)),~~connection onwith ~~or prior to~~ the ~~date~~six ofone-month ~~the~~extensions ~~applicable~~after ~~deadline. In~~ the ~~event~~Charter ~~that~~Extension ~~they~~Date. ~~elected~~Pursuant to ~~extend~~ the ~~time~~note, tothe ~~complete~~Company amay ~~business~~request ~~combination~~an ~~and~~additional ~~deposited~~aggregate ~~the applicable~~ amount of ~~money~~up ~~into~~to ~~trust~~$600, ~~the insiders would receive a non-interest bearing~~000, ~~unsecured~~which ~~promissory~~may ~~note equal to the amount of any such deposit that will not~~ be ~~repaid~~drawn down in ~~the~~five ~~event~~equal ~~that we are unable to close a business combination unless there are funds available outside the trust account to do so~~tranches. ~~Such~~Also ~~notes~~on ~~would~~January ~~either be paid upon consummation of our initial business combination~~20, or2023, atour ~~the~~Sponsor ~~relevant~~deposited ~~insider’s discretion~~$120,000 ~~converted upon consummation of our initial business combination~~ into ~~additional~~the ~~private~~trust ~~units at a price of $10~~account.00 ~~per unit.~~ Our ~~stockholders~~Sponsor ~~have~~further ~~approved~~requested ~~the~~that ~~issuance~~we ofexercise ~~the~~one-month ~~private~~extensions ~~units upon conversion~~ of ~~such notes, to~~ the ~~extent~~Termination ~~the~~Date ~~holder~~on ~~wishes~~each ~~to so convert such notes at the time~~ of ~~the~~February ~~consummation~~21, of2023 ~~our~~and ~~initial~~March ~~business~~21, ~~combination~~2023. InAccordingly the ~~event~~Sponsor ~~that~~deposited wean ~~receive~~aggregate ~~notice from our insiders five days prior to the applicable deadline~~ of ~~their intent to effect an extension~~$159,321 weinto ~~intend to issue a press release announcing such intention at least three days prior to~~ the ~~applicable~~trust ~~deadline.~~account Infor ~~addition, we intend to issue a press release~~ the ~~day~~February ~~after~~and ~~the~~March ~~applicable~~2023 ~~deadline~~monthly ~~announcing~~extensions, ~~whether~~and ~~or not~~ the ~~funds~~remaining ~~had~~balance ~~been~~of ~~timely~~$80,679 ~~deposited.~~remains ~~Our~~due ~~insiders and their affiliates or designees are not obligated~~ to ~~fund the~~ trust. ~~account~~These todeposits ~~extend~~enabled the ~~time~~Company ~~for us~~ to ~~complete our initial business combination. To the extent that some, but not all, of our insiders, decide to~~ extend the ~~period~~Termination ofDate ~~time~~ to ~~consummate~~April ~~our initial business combination~~21, ~~such insiders (or their affiliates or designees) may deposit the entire amount required~~2023. IfThese weextensions are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the ~~funds~~first ~~held~~three ~~in the trust account, including a pro rata portion~~ of ~~any~~six ~~interest~~one-month ~~earned~~extensions onpermitted ~~the~~under ~~funds held in~~ the ~~trust~~Company’s ~~account~~governing ~~and not previously released to us to pay our taxes~~documents, ~~and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts~~ as adescribed ~~result~~in ofthis ~~claims of creditors which may take priority over the claims of our public stockholders~~Report. ~~In the event of our dissolution and liquidation, the private units will expire and will be worthless.~~

  We must complete our initial business combination by April 21, 2023 (or July 21, 2023 if we fully extend the period of time to consummate our initial business combination in accordance with the terms described in this Report), we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. In the event of our dissolution and liquidation, the private units will expire and will be worthless.

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We will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose, at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Any tender offer documents used in connection with a business combination will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

The initial per public share redemption price will be $10.00 per share, regardless of whether the over-allotment option is exercised. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders.

 Pursuant to the rules of the Nasdaq Stock Market, our initial business combination must occur with one or more target businesses having an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the trust account), which we refer to as the 80% test, at the time of the agreement to enter into the initial business combination. While the fair market value of the target business must satisfy the 80% test, the consideration we pay the owners of the target business may be a combination of cash (whether cash from the trust account or cash from a debt or equity financing transaction that closes concurrently with the business combination) or our equity securities. The exact nature and amount of consideration would be determined based on negotiations with the target business, although we will attempt to primarily use our equity as transaction consideration. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm with respect to the satisfaction of such criteria. We will also obtain a fairness opinion from an independent investment banking firm before consummating a business combination with an entity affiliated with any of our officers, directors or insiders. If we are no longer listed on Nasdaq, we will not be required to satisfy the 80% test.

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our equity as transaction consideration. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm with respect to the satisfaction of such criteria. We will also obtain a fairness opinion from an independent investment banking firm before consummating a business combination with an entity affiliated with any of our officers, directors or insiders. If we are no longer listed on Nasdaq, we will not be required to satisfy the 80% test.

We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares and/or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed on the Nasdaq after our IPO, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on the Nasdaq at the time of our initial business combination.

  As more fully discussed in “Management—Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. All of our officers, directors currently have certain relevant pre-existing fiduciary duties or contractual obligations. However, subject to such fiduciary or contractual obligations, our officers, directors will be required to offer all suitable business combination opportunities to us prior to any other person or entity until the consummation of our initial business combination.

As more fully discussed in “Management — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. All of our officers, directors currently have certain relevant pre-existing fiduciary duties or contractual obligations. However, subject to such fiduciary or contractual obligations, our officers, directors will be required to offer all suitable business combination opportunities to us prior to any other person or entity until the consummation of our initial business combination.6

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Our Business Combination Process

In evaluating prospective business combinations, we expect to conduct a customary due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

Members of our management team directly and/or indirectly own founder shares and/or private rights following our IPO and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. However, subject to any pre-existing contractual or fiduciary obligations, our sponsor and officers and directors will offer all suitable business combination opportunities to us before any other person or company until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination prior to the Termination Date.

Members of our management team will directly or indirectly own founder shares and/or private rights following our IPO and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. However, subject to any pre-existing contractual or fiduciary obligations, our sponsor and officers and directors will offer all suitable business combination opportunities to us before any other person or company until we have entered into a definitive agreement regarding our initial business combination or

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we have failed to complete our initial business combination within 12 months (or up to 18 months, if extended as provided elsewhere) from the closing of our IPO.

Members of our management team and their affiliates are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination; we have not, however, selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

 Our sponsor and each of our officers and directors presently has, and any of them and our sponsor in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. We do not believe, however, that any fiduciary duties or contractual obligations of our sponsor and our officers or directors will materially affect our ability to complete our initial business combination. Our certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Please see the section of this Report entitled “Management—Conflicts of Interest” for additional information.

Our sponsor and each of our officers and directors presently has, and any of them and our sponsor in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. We do not believe, however, that any fiduciary duties or contractual obligations of our sponsor and our officers or directors will materially affect our ability to complete our initial business combination. Our certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Please see the section of this prospectus entitled “Management—Conflicts of Interest” for additional information.

Our Management Team

Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the initial business combination process.

  We believe our management team’s operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, our management team’s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. See the section of this Report entitled “Management” for a more complete description of our management team’s experience.

We believe our management team’s operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, our management team’s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. See the section of this prospectus entitled “Management” for a more complete description of our management team’s experience.7

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Status as a Public Company

We believe our structure will make us an attractive business combination partner to target businesses. As a public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our shares of common stock (or shares of a new holding company) or for a combination of our shares of common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with an initial business combination with us.

 Furthermore, once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholder’s interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

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Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder approval of any proposed initial business combination, negatively.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

 We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

WeAdditionally, ~~will~~we ~~remain~~are ana ~~emerging~~“smaller ~~growth~~reporting company” ~~until~~as ~~the~~defined ~~earlier~~in of Rule 10(f)(1) ~~the last day~~ of ~~the~~Regulation ~~fiscal~~S-K. ~~year~~Smaller ~~(a)~~reporting ~~following~~companies ~~the~~may ~~fifth~~take ~~anniversary~~advantage of ~~the~~certain ~~completion~~reduced ofdisclosure ~~our~~obligations, ~~IPO~~including, ~~(b)~~among inother ~~which~~things, weproviding ~~have~~only ~~total~~two ~~annual~~years ~~gross revenue~~ of ataudited ~~least~~financial $1statements.07 ~~billion,~~We orwill ~~(c)~~remain ina ~~which~~smaller wereporting ~~are~~company ~~deemed~~until tothe belast aday ~~large~~of ~~accelerated~~the ~~filer,~~fiscal ~~which~~year ~~means~~in which: (1) the market value of our ~~Common~~common stock ~~that is~~ held by non-affiliates equaled ~~exceeds~~or ~~$700~~exceeded $250 million as of the end of the prior June 30th,; ~~and~~or (2) our ~~the~~annual ~~date~~revenues onequaled ~~which~~or weexceeded ~~have~~$100 million ~~issued~~during ~~more~~such ~~than~~completed ~~$1.0~~fiscal ~~billion~~year inand the market value of our common stock held by non-~~convertible~~affiliates equaled ~~debt~~or ~~securities~~exceeded ~~during~~$700 million as of the prior ~~three-year~~June ~~period~~30th.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which: (1) the market value of our common stock held by non-affiliates equaled or exceeded $250 million as of the end of the prior June 30th; or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equaled or exceeded $700 million as of the prior June 30th.

Financial Position

With funds available for an initial business combination as of December 31, 2021 in the amount of $110,975,000, after payment of $4,025,000 of deferred underwriting commissions, before fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting Initial business combination

We will have 12 months from the closing of our IPO to consummate an initial business combination. In addition, if we anticipate that we may not be able to consummate our initial business combination within 12 months, our insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination up to two times by an additional three months each time (for a total of up to 18 months to complete a business combination), provided that, pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, the only way to extend the time available for us to consummate our initial business combination in the absence of a definitive agreement is for our insiders or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, to deposit into the trust account $1,150,000 since the over-allotment option was exercised in full ($0.10 per share, or an aggregate of $2,300,000 on or prior to the date of the applicable deadline. In the event that the insiders elect to extend the time to

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~~complete~~Financial a business combination and deposited the applicable amount of money into trust, the insiders would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the relevant insider’s discretion, redeemed upon consummation of our business combination into additional private units at a price of $10.00 per unit. Our stockholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. In the event that we receive notice from our insiders five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If we are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. In the event of our dissolution and liquidation, the private units will expire and will be worthless.Position

With funds available for an initial business combination as of December 31, 2022 in the amount of $18,430,006, before fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

On January 20, 2023, our Sponsor requested that we extend the date by which we must consummate an initial business combination from January 21, 2023 to February 21, 2023. Accordingly, on January 20, 2023, we issued a note in the initial principal amount of $120,000 to our Sponsor in connection with the six one-month extensions after the Charter Extension Date. 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. Also on January 20, 2023, our Sponsor deposited $120,000 into the trust account. Our Sponsor further requested that we exercise one-month extensions of the Termination Date on each of February 21, 2023 and March 21, 2023. Accordingly the Sponsor deposited an aggregate of $159,321 into the trust account for the February and March 2023 monthly extensions and the remaining balance of $80,679 remains due to trust. These deposits enabled the Company to extend the Termination Date to April 21, 2023. These extensions are the first three of six one-month extensions permitted under the Company’s governing documents, as described in this Report.

The initial per public share redemption or redemption price will be $10.00 per share, regardless of whether the over-allotment option is exercised. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders.

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inPursuant to the ~~post-transaction~~rules ~~company~~of the Nasdaq Stock Market, ~~depending~~our oninitial ~~valuations~~business ~~ascribed~~combination tomust ~~the~~occur with one or more target ~~and~~businesses ushaving inan aggregate fair market value of at least 80% of the ~~business~~value ~~combination~~of ~~transaction.~~the ~~For~~trust ~~example,~~account we(excluding ~~could~~any ~~pursue~~deferred aunderwriter’s ~~transaction~~fees inand taxes payable on the income earned on the trust account), which we ~~issue~~refer ato ~~substantial~~as ~~number~~the 80% test, at the time of ~~new~~the ~~shares~~agreement into ~~exchange~~enter ~~for~~into ~~all~~the ofinitial business combination. While the ~~outstanding~~fair ~~capital~~market ~~stock~~value of athe target. Inbusiness ~~this~~must ~~case,~~satisfy wethe ~~would~~80% ~~acquire~~test, athe ~~100%~~consideration ~~controlling~~we ~~interest~~pay inthe owners of the target. ~~However,~~business asmay be a ~~result~~combination of cash (whether cash from the ~~issuance~~trust ofaccount aor ~~substantial~~cash ~~number~~from ofa ~~new~~debt ~~shares,~~or ~~our~~equity ~~stockholders~~financing ~~immediately~~transaction ~~prior~~that tocloses ~~our~~concurrently ~~initial~~with the business combination) ~~could~~or ~~own~~our ~~less~~equity ~~than~~securities. aThe ~~majority~~exact nature and amount of ~~our~~consideration ~~outstanding~~would ~~shares~~be ~~subsequent~~determined based on negotiations with the target business, although we will attempt to primarily use our ~~initial~~equity ~~business~~as ~~combination~~transaction consideration. If ~~less~~our ~~than~~board ~~100%~~is ofnot ~~the~~able ~~equity~~to ~~interests~~independently ordetermine ~~assets~~the fair market value of athe target business or businesses, ~~are~~we ~~owned~~will orobtain ~~acquired~~an byopinion ~~the~~from ~~post-transaction~~an ~~company,~~independent investment banking firm with respect to the ~~portion~~satisfaction of such criteria. We will also obtain a fairness opinion from an independent investment banking firm before consummating a business orcombination ~~businesses~~with ~~that~~an isentity ~~owned~~affiliated with any of our officers, directors or ~~acquired~~insiders. isIf ~~what~~we are no longer listed on Nasdaq, we will not be ~~valued~~required ~~for~~to ~~purposes~~satisfy of the 80% test.

  We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.

Sources of Target Businesses

 We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity groups, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources also may introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, also may bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. Although some of our officers and directors may enter into employment or consulting agreements with the acquired business following our initial business combination, the presence or absence of any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity groups, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources also may introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, also may bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. Although some of our officers and directors may enter into employment or consulting agreements with the acquired business following our initial business combination, the presence or absence of any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.10

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We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire that such an initial business combination is fair to our unaffiliated stockholders from a financial point of view.

Selection of a Target Business and Structuring of a Business Combination

 Subject to the requirement that our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. In any case, we will only consummate an initial business combination in which we become the majority stockholder of the target (or control the target through contractual arrangements in limited circumstances for regulatory compliance purposes as discussed below) or are otherwise not required to register as an investment company under the Investment Company Act or to the extent permitted by law we may acquire interests in a variable interest entity, in which we may have less than a majority of the voting rights in such entity, but in which we are the primary beneficiary. There is no basis for investors in our IPO to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth (such as a company that has begun operations but is not yet at the stage of commercial manufacturing and sales), we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain or assess all significant risk factors.

~~Subject~~In toevaluating ~~the~~a ~~requirement~~prospective ~~that our initial business combination must be with one or more~~ target ~~businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial~~ business ~~combination~~, ~~our~~such ~~management~~as ~~will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. In any case~~DLTx, we ~~will~~expect only consummate an initial business combination in which we become the majority stockholder of the target (or control the target through contractual arrangements in limited circumstances for regulatory compliance purposes as discussed below) or are otherwise not required to ~~register~~conduct asa anthorough ~~investment~~due ~~company~~diligence ~~under~~review ~~the~~that ~~Investment~~will ~~Company~~encompass, ~~Act~~among orother tothings, ~~the~~meetings ~~extent~~with ~~permitted~~incumbent bymanagement ~~law~~and weemployees, ~~may~~document ~~acquire~~reviews, ~~interests~~interviews inof acustomers ~~variable~~and ~~interest entity~~suppliers, ininspection ~~which we may have less than a majority~~ of ~~the voting rights in such entity~~facilities, ~~but~~as inwell ~~which~~as wea ~~are~~review ~~the primary beneficiary. There is no basis for investors in our IPO to evaluate the possible merits or risks~~ of ~~any~~financial ~~target~~and ~~business~~other ~~with~~information which wewill ~~may ultimately complete our initial business combination. To the extent we effect our initial business combination with a company or business that may~~ be ~~financially~~made ~~unstable~~available orto ~~in its early stages of development or growth (such as a company that has begun operations but is not yet at the stage of commercial manufacturing and~~ us.

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sales), we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain or assess all significant risk factors.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information which will be made available to us.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. We will not pay any finders or consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

Fair Market Value of Target Business or Businesses

The target business or businesses or assets with which we effect our initial business combination must have a collective fair market value equal to at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination. If we acquire less than 100% of one or more target businesses in our initial business combination, the aggregate fair market value of the portion or portions we acquire must equal at least 80% of the value of the trust account at the time of the agreement to enter into such initial business combination. However, we will always acquire at least a controlling interest in a target business. The fair market value of a portion of a target business or assets will likely be calculated by multiplying the fair market value of the entire business by the percentage of the target we acquire. We may seek to consummate our initial business combination with an initial target business or businesses with a collective fair market value in excess of the balance in the trust account. In order to consummate such an initial business combination, we may issue a significant amount of debt, equity or other securities to the sellers of such business and/or seek to raise additional funds through a private offering of debt, equity or other securities. If we issue securities in order to consummate such an initial business combination, our stockholders could end up owning a minority of the combined company’s voting securities as there is no requirement that our stockholders own a certain percentage of our company (or, depending on the structure of the initial business combination, an ultimate parent company that may be formed) after our business combination. Because we have no specific business combination under consideration, we have not entered into any such arrangement to issue our debt or equity securities and have no current intention of doing so.

The fair market value of a target business or businesses or assets will be determined by our board of directors based upon standards generally accepted by the financial community, such as actual and potential gross margins, the values of comparable businesses, earnings and cash flow, book value, enterprise value and, where appropriate, upon the advice of appraisers or other professional consultants. Investors will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of a particular target business. If our board of directors is not able to independently determine that the target business or assets has a sufficient fair market value to meet the threshold criterion, we will obtain an opinion from an unaffiliated, independent investment banking firm or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire with respect to the satisfaction of such criterion. Notwithstanding the foregoing, unless we consummate a business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire, that the price we are paying is fair to our stockholders.11

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discretion in choosing the standard used to establish the fair market value of a particular target business. If our board of directors is not able to independently determine that the target business or assets has a sufficient fair market value to meet the threshold criterion, we will obtain an opinion from an unaffiliated, independent investment banking firm or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire with respect to the satisfaction of such criterion. Notwithstanding the foregoing, unless we consummate a business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire, that the price we are paying is fair to our stockholders.

Lack of Business Diversification

For an indefinite period of time after consummation of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By consummating our initial business combination with only a single entity, our lack of diversification may:

●

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

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●

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

 Although we intend to closely scrutinize the management of a prospective target business, including the management of DLTx, when evaluating the desirability of effecting our initial business combination with that business and plan to continue to do so if the DLTx Business Combination is not consummated and we seek other business combination opportunities, our assessment of the target business’ management may not prove to be correct. The future role of members of our management team, if any, in the target business, cannot presently be stated with any certainty. Consequently, members of our management team may not become a part of the target’s management team, and the future management may not have the necessary skills, qualifications or abilities to manage a public company. Further, it is also not certain whether one or more of our directors will remain associated in some capacity with us following our initial business combination. Moreover, members of our management team may not have significant experience or knowledge relating to the operations of the particular target business. Our key personnel may not remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’ management may not prove to be correct. The future role of members of our management team, if any, in the target business, cannot presently be stated with any certainty. Consequently, members of our management team may not become a part of the target’s management team, and the future management may not have the necessary skills, qualifications or abilities to manage a public company. Further, it is also not certain whether one or more of our directors will remain associated in some capacity with us following our initial business combination. Moreover, members of our management team may not have significant experience or knowledge relating to the operations of the particular target business. Our key personnel may not remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We may not have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve an Initial Business Combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.


Type of Transaction		Whether Stockholder Approval is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes

Type of Transaction Whether Stockholder Approval is Required Purchase of assets No Purchase of stock of target not involving a merger with the company No Merger of target into a subsidiary of the company No Merger of the company with a target Yes12

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Under Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:

●

we issue shares of common stock that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding;

●

any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or

●

the issuance or potential issuance of common stock will result in our undergoing a change of control.

In connection with any proposed business combination, we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which public stockholders may seek to redeem their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein.

 If we determine to engage in a tender offer, such tender offer will be structured so that each stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If we so choose and we are legally permitted to do so, we have the flexibility to avoid a stockholder vote and allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the issued and outstanding shares of common stock voted are voted in favor of the business combination.

IfWe wechose ~~determine~~our net tangible asset threshold of $5,000,001 to ~~engage~~ensure inthat awe ~~tender~~would ~~offer~~avoid being subject to Rule 419. However, ~~such~~if ~~tender~~we ~~offer~~seek ~~will~~to beconsummate ~~structured~~an soinitial ~~that~~business ~~each~~combination ~~stockholder~~with ~~may~~a ~~tender~~target ~~any~~business orthat ~~all~~imposes any type of ~~his,~~working ~~her~~capital closing condition or ~~its~~requires ~~public~~us ~~shares~~to ~~rather~~have ~~than~~a ~~some pro~~minimum ~~rata portion~~amount of ~~his,~~funds ~~her~~available orfrom ~~its~~the ~~shares.~~trust ~~The~~account ~~decision~~upon asconsummation toof ~~whether~~such weinitial ~~will~~business ~~seek~~combination, ~~stockholder~~our ~~approval~~net oftangible aasset ~~proposed~~threshold may limit our ability to consummate such initial business combination or(as ~~will~~we ~~allow~~may ~~stockholders~~be required to ~~sell~~have ~~their~~a lesser number of shares redeemed or sold to us) inand amay ~~tender~~force ~~offer~~us ~~will~~to seek third party financing which may not be ~~made~~available byon terms acceptable to us ~~based~~or onat all. As a ~~variety~~result, ofwe ~~factors~~may ~~such~~not asbe ~~the~~able ~~timing~~to ofconsummate ~~the~~such ~~transaction~~initial business combination and ~~whether~~we ~~the~~may ~~terms~~not ofbe ~~the~~able ~~transaction~~to ~~would~~locate ~~otherwise~~another ~~require~~suitable ustarget towithin ~~seek~~the ~~stockholder~~applicable ~~approval~~time period, if at all. IfPublic westockholders somay ~~choose~~therefore ~~and~~have weto ~~are~~wait ~~legally~~18 ~~permitted~~months (or up to do21 somonths, weif ~~have~~extended as provided herein) from the ~~flexibility~~closing of our IPO in order to ~~avoid~~be able to receive a pro rata share of the trust account.

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stockholder vote and allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the issued and outstanding shares of common stock voted are voted in favor of the business combination.

We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed or sold to us) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Public stockholders may therefore have to wait 12 months (or up to 18 months, if extended as provided herein) from the closing of our IPO in order to be able to receive a pro rata share of the trust account.

Our initial stockholders and our officers and directors have agreed:

(1)

to vote any shares of common stock owned by them in favor of any proposed business combination,

(2)

not to redeem any shares of common stock in connection with a stockholder vote to approve a proposed initial business combination and

(3)

not sell any shares of common stock in any tender in connection with a proposed initial business combination.

As a result, in addition to our initial stockholder’s founder shares, we would need only 3,750,001, or approximately 37.5% (assuming all outstanding shares are voted and the over-allotment option ws not exercised) or 625,001, or approximately 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option was not exercised), of the 10,000,000 public shares sold in our IPO to be voted in favor of an initial business combination.

Permitted Purchases of our Securities

In the event we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, or their respective affiliates may purchase shares or rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, or their respective affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares or rights in such transactions. They will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Subsequent to the consummation of our IPO, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.13

In the event that our sponsor, directors, officers, or their respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the

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~~Exchange~~initial ~~Act;~~business ~~however~~combination. There is no limit on the number of shares such persons may purchase. However, ifthey have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the ~~purchasers~~event our sponsor, directors, officers, or their respective affiliates determine to make any such purchases at the time of ~~any~~a stockholder vote relating to our initial business combination, such purchases ~~that~~could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares or rights in such transactions. They will not make any such purchases when they are ~~subject~~in possession of any material non-public information not disclosed to the seller or if such ~~rules~~purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such stockholder, although still the ~~purchasers~~record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Subsequent to the consummation of our IPO, we will ~~comply~~adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such ~~rules~~purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

The purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of rights could be to reduce the number of rights, or underlying securities, outstanding. This may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our common stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, directors, officers, or their respective affiliates anticipate that they may identify the stockholders with whom our sponsor, directors, officers, or their respective affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, directors, officers, or their respective affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business combination. Such persons would select the stockholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. Our sponsor, directors, officers, or their respective affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our sponsor, directors, officers, or their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, directors, officers, or their respective affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Redemption rights for public stockholders upon completion of our initial business combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may hold in connection with the completion of our initial business combination.

Manner of conducting redemptions

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orRedemption ~~seek~~Rights tofor ~~amend~~Public ~~our~~Stockholders ~~amended~~upon ~~and~~Completion ~~restated certificate~~ of incorporation would require stockholder approval. If we structure a business combination transaction with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed business combination. We currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. So long as we obtain and maintain a listing for our ~~securities~~Initial onBusiness ~~the Nasdaq, we will be required to comply with Nasdaq rules.~~Combination

Manner of Conducting Redemptions

We will provide our public stockholders with the opportunity to redeem all or a portion of their common stock upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. If we structure a business combination transaction with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed business combination. We currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq, we will be required to comply with Nasdaq rules.

If stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

 ● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

●~~conduct~~ ~~the~~file ~~redemptions~~proxy inmaterials ~~conjunction~~ with ~~a proxy solicitation pursuant to Regulation 14A of~~ the ~~Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and~~SEC.

●file proxy materials with the SEC.

We expect that a final proxy statement would be mailed to public stockholders at least 5 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.

In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.

 If we seek stockholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Delaware law, being the affirmative vote of a majority of the common stock represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and private placement shares held by them and any public shares purchased during or after our IPO in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their respective permitted transferees will own at least 20% of our issued and outstanding common stock entitled to vote thereon. Each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the

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proposed transaction. In addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of a business combination.

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

 ● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

●

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

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requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

Our amended and restated certificate of incorporation will provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all common stock submitted for redemption will be returned to the holders thereof.

Limitation on redemption upon completion of our initial business combination if we seek stockholder approval

Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our IPO, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. We may waive this restriction in our sole discretion. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares, private placement shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial stockholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in our IPO or thereafter through open market purchases, it would be a public stockholder and restricted from seeking redemption rights with respect to any Excess Shares.16

Tendering share certificates in connection with a tender offer or redemption rights

We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 5 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional

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~~notice~~in ofour ~~redemption~~sole ifdiscretion. However, we ~~conduct~~would ~~redemptions~~not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares, private placement shares or public shares held by them redeemed in ~~conjunction~~connection with aour ~~proxy~~initial ~~solicitation~~business combination. ~~Given~~Unless ~~the~~any ~~relatively~~of ~~short~~our ~~exercise~~other ~~period~~affiliates acquires founder shares through a permitted transfer from an initial stockholder, itand thereby becomes subject to the letter agreement, no such affiliate is ~~advisable~~subject ~~for~~to ~~stockholders~~this waiver. However, to ~~use~~the ~~electronic~~extent ~~delivery~~any ofsuch ~~their~~affiliate acquires public shares in our IPO or thereafter through open market purchases, it would be a public stockholder and restricted from seeking redemption rights with respect to any Excess Shares.

 Tendering share certificates in connection with a tender offer or redemption rights

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the general meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the general meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 12 months from the closing of our IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a business combination by the maximum amount).

Redemption of public shares and liquidation if no initial business combination

Our sponsor, officers and directors have agreed that we will have only 12 months from the closing of our IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a business combination by the maximum amount) to complete our initial business combination. If we are unable to complete our initial business combination within such 12-month (or up to 18-month) period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the 12-month (or up to 18-month) time period.

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~~extend~~If ~~the~~our ~~period~~initial ofproposed ~~time to consummate a~~ business combination byis ~~the~~not ~~maximum amount). However~~completed, ifwe ~~our~~may ~~sponsor,~~continue ~~officers or directors acquire public shares after our IPO, they will be entitled~~ to ~~liquidating~~try ~~distributions from the trust account with respect~~ to ~~such public shares if we fail to~~ complete ~~our~~a ~~initial~~ business combination ~~within~~with ~~the~~a ~~allotted~~different ~~12-month~~target ~~(or~~until upthe toTermination ~~18-month) time period~~Date.

 Redemption of Public Shares and Liquidation if No Initial Business Combination

Our sponsor, officers and directors have agreed, ~~pursuant to a written letter agreement with us,~~ that ~~they~~we will ~~not~~have ~~propose~~only ~~any~~18 amendment to our amended and restated certificate of incorporation that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of our IPO (or up to 1821 months from the closing of our IPO if we extend the period of time to consummate a business combination by the maximum amount) orto ~~(ii) with~~complete ~~respect~~our toinitial ~~the~~business ~~other~~combination. ~~provisions~~If ~~relating~~we are unable to ~~stockholders’~~complete ~~rights~~our orinitial ~~pre-~~business combination ~~activity,~~prior ~~unless~~to the Termination Date, we ~~provide~~will: ~~our~~(i) cease ~~public~~all ~~stockholders~~operations ~~with~~except for the ~~opportunity~~purpose toof ~~redeem~~winding ~~their~~up, ~~common~~(ii) as ~~stock~~promptly ~~upon~~as ~~approval~~reasonably ofpossible ~~any~~but ~~such~~not ~~amendment~~more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable)) divided by the number of then issued and outstanding public shares~~. However~~, wewhich redemption will ~~only~~completely ~~redeem~~extinguish ~~our~~ public ~~shares~~stockholders’ sorights ~~long~~ as stockholders (~~after~~including ~~such~~the ~~redemption)~~right ~~our~~to ~~net~~receive ~~tangible~~further ~~assets~~liquidation ~~will~~distributions, beif atany), ~~least~~subject $5to applicable law,~~000,001~~ ~~either~~and ~~immediately~~(iii) as ~~prior~~promptly toas orreasonably ~~upon~~possible ~~consummation~~following such redemption, subject to the approval of our ~~initial~~remaining ~~business~~stockholders ~~combination~~ and ~~after~~our ~~payment~~board of ~~underwriters’~~directors, ~~fees~~liquidate and ~~commissions~~dissolve, ~~(so~~subject ~~that~~in weeach ~~are~~case ~~not~~to ~~subject~~our toobligations ~~the~~under ~~SEC’s~~Delaware ~~“penny~~law ~~stock”~~to ~~rules).~~provide Iffor ~~this~~claims ~~optional~~of ~~redemption~~creditors ~~right~~and isthe ~~exercised~~requirements ~~with~~of ~~respect~~other toapplicable anlaw. ~~excessive~~There ~~number~~will ofbe ~~public~~no ~~shares~~redemption ~~such~~rights ~~that~~or weliquidating ~~cannot~~distributions ~~satisfy~~with ~~the~~respect ~~net~~to ~~tangible~~our ~~asset~~rights, ~~requirement~~which ~~(described~~will ~~above),~~expire weworthless ~~would~~if ~~not~~we ~~proceed~~fail ~~with~~to ~~the~~complete ~~amendment~~our orinitial ~~the~~business ~~related~~combination ~~redemption~~prior ofto ~~our~~the ~~public~~Termination ~~shares~~Date.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination prior to the Termination Date. However, if our sponsor, officers or directors acquire public shares after our IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination prior to the Termination Date.

Our sponsor, officers and directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would (i) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination prior to the Termination Date or (ii) with respect to the other provisions relating to stockholders’ rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $700,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our IPO and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a 18

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or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only third parties we currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. We will have access to up to $700,000 from the proceeds of our IPO and the sale of the private placement units, with which to pay any such potential claims. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $1,300,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,300,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency laws, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy or insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by our stockholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.19

Our public stockholders will be entitled to receive funds from the trust account only upon the earlier of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of our IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a business combination by the maximum amount) or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within 12 months from the closing of our IPO (or up to 18 months from the closing of our IPO if we extend the period of time to consummate a business combination by the maximum amount), subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination alone will not result in a

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~~stockholder’s~~to ~~redeeming~~our ~~its~~public ~~shares~~stockholders. toAdditionally, usif ~~for~~we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable ~~pro~~debtor/creditor ~~rata~~and/or ~~share~~bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by our stockholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. ~~Such~~We ~~stockholder~~cannot ~~must~~assure ~~have~~you ~~also~~that ~~exercised~~claims ~~its~~will ~~redemption~~not ~~rights~~be ~~described~~brought ~~above~~against us for these reasons.

Our public stockholders will be entitled to receive funds from the trust account only upon the earlier of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination prior to the Termination Date or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business combination prior to the Termination Date, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above.

Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any redemptions are made to stockholders, any liability of stockholders with respect to a redemption is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not complete our initial business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution. It is our intention to redeem our public shares as soon as reasonably possible following the 12th or 15th or 18th month, as applicable, from the closing of our IPO and, therefore, we do not intend to comply with the above procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to seeking to complete an initial business combination, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

We will seek to have all third parties (including any vendors or other entities we engage after our IPO) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. The underwriters in our IPO will execute such a waiver agreement. As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver, we will execute an agreement with that entity only if our management first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where we may engage a third-party that refused to execute a waiver would be the engagement of a third-party consultant who cannot sign such an agreement due to regulatory restrictions, such as our auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below $10.00 per public share, except as to any claims by a third-party who executed a valid and enforceable agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. However, our sponsor may not be able to satisfy its indemnification obligations, as we have not required our sponsor to retain any assets to provide for its indemnification obligations, nor have we taken any further steps to ensure that it will be able to satisfy any indemnification obligations that arise. Moreover, our sponsor will not be liable to our public stockholders and instead will only have liability to us. As a result, if we liquidate, the per-share distribution from the trust account could be less than approximately $10.00 due to claims or potential claims of creditors. We will distribute to all of our 20

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would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where we may engage a third-party that refused to execute a waiver would be the engagement of a third-party consultant who cannot sign such an agreement due to regulatory restrictions, such as our auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below $10.00 per public share, except as to any claims by a third-party who executed a valid and enforceable agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. However, our sponsor may not be able to satisfy its indemnification obligations, as we have not required our sponsor to retain any assets to provide for its indemnification obligations, nor have we taken any further steps to ensure that it will be able to satisfy any indemnification obligations that arise. Moreover, our sponsor will not be liable to our public stockholders and instead will only have liability to us. As a result, if we liquidate, the per-share distribution from the trust account could be less than approximately $10.00 due to claims or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously released to us, (subject to our obligations under Delaware law to provide for claims of creditors as described below).

If we are unable to consummate an initial business combination and are forced to redeem 100% of our outstanding public shares for a portion of the funds held in the trust account, we anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate the redemption of our public shares. Our insiders have waived their rights to participate in any redemption with respect to their insider shares. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and have agreed not to seek repayment of such expenses. Each holder of public shares will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of public stockholders.

Amended and Restated Certificate of Incorporation

Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to our IPO that will apply to us until the consummation of our initial business combination. If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including the substance or timing within which we have to complete a business combination), we will provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. Our insiders have agreed to waive any redemption rights with respect to any insider shares, private shares and any public shares they may hold in connection with any vote to amend our certificate of incorporation. Specifically, our certificate of incorporation provides, among other things, that:

●

prior to the consummation of our initial business combination, we shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares of common stock, regardless of whether they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust account, net of taxes payable, or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, net of taxes payable, in each case subject to the limitations described herein;

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we will consummate our initial business combination only if public stockholders do not exercise redemption rights in an amount that would cause our net tangible assets to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in favor of the business combination;

●Table ~~if our initial business combination is not consummated within 12 months (or 16 or 18 months, as applicable) the closing~~ of ~~our IPO, then our existence will terminate and we will distribute all amounts in the trust account to all of our public holders of shares of common stock;~~Contents

● if our initial business combination is not consummated by the Termination Date, then our existence will terminate and we will distribute all amounts in the trust account to all of our public holders of shares of common stock;

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upon the consummation of our IPO, $100,000,000, or $115,000,000 if the over-allotment option is exercised in full, shall be placed into the trust account;

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we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination; and

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prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

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Potential Revisions to Agreements with Insiders

Each of our insiders has entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating to us and our activities prior to a business combination. We could seek to amend these letter agreements without the approval of stockholders, although we have no intention to do so. In particular:

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Restrictions relating to liquidating the trust account if we failed to consummate a business combination in the time-frames specified above could be amended, but only if we allowed all stockholders to redeem their shares in connection with such amendment;

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Restrictions relating to our insiders being required to vote in favor of a business combination or against any amendments to our organizational documents could be amended to allow our insiders to vote on a transaction as they wished;

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The requirement of members of the management team to remain our officer or director until the closing of a business combination could be amended to allow persons to resign from their positions with us if, for example, the current management team was having difficulty locating a target business and another management team had a potential target business;

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The restrictions on transfer of our securities could be amended to allow transfer to third parties who were not members of our original management team;

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The obligation of our management team to not propose amendments to our organizational documents could be amended to allow them to propose such changes to our stockholders;

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The obligation of insiders to not receive any compensation in connection with a business combination could be modified in order to allow them to receive such compensation; and

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The requirement to obtain a valuation for any target business affiliated with our insiders, in the event it was too expensive to do so.

Except as specified above, stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes. Such changes could result in:

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Our having an extended period of time to consummate a business combination (although with less in trust as a certain number of our stockholders would certainly redeem their shares in connection with any such extension);

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Our insiders being able to vote against a business combination or in favor of changes to our organizational documents;

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Our operations being controlled by a new management team that our stockholders did not elect to invest with;

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Our insiders receiving compensation in connection with a business combination; and

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Our insiders closing a transaction with one of their affiliates without receiving an independent valuation of such business.

We will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example, if we believed such a modification were necessary to complete a business combination). Each of our officers and directors has fiduciary obligations to us requiring that he or she act in our best interests and the best interests of our stockholders.

Competition

 In identifying, evaluating and selecting a target business, such as DLTx, we have encountered and may continue to encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could complete a business combination with utilizing the net proceeds of our IPO, our ability to compete in completing a business combination with certain sizable target businesses may be limited by our available financial resources.

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting

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business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could complete a business combination with utilizing the net proceeds of our IPO, our ability to compete in completing a business combination with certain sizable target businesses may be limited by our available financial resources.

The following also may not be viewed favorably by certain target businesses:

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our obligation to seek stockholder approval of our initial business combination or engage in a tender offer may delay the completion of a transaction;

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our obligation to redeem shares of common stock held by our public stockholders may reduce the resources available to us for our initial business combination;

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our obligation to pay the deferred underwriting commission to the underwriters upon consummation of our initial business combination;

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our obligation to either repay working capital loans that may be made to us by our insiders or their affiliates;

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our obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any shares issued to our insiders or their affiliates upon conversion of working capital loans; and

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the impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business combination.

Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately held entities having a similar business objective as ours in connection with an initial business combination with a target business with significant growth potential on favorable terms.

 If we succeed in effecting our initial business combination, there will be, in all likelihood, intense competition from competitors of the target business. Subsequent to our initial business combination, we may not have the resources or ability to compete effectively.

Conflicts of interest

 Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Delaware law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated certificate of incorporation will provide that, subject to his or her fiduciary duties under Delaware law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested

In addition to our sponsor, members of our management team may directly or indirectly own our common stock and/or private placement units following our IPO, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

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provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination.

Indemnity

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only third parties we currently expect to engage would be vendors such as lawyers, accountants, investment bankers, computer or information and technical services providers or prospective target businesses. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations.

Human Capital Resources

 We have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once a suitable target business to consummate our initial business combination with has been located, management will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable target business. We presently expect our executive officers to devote an average of approximately 10 hours per week to our business. We do not intend to have any full time employees prior to the consummation of our initial business combination.

We have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once a suitable target business to consummate our initial business combination with has been located, management will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable target business. We presently expect our executive officers to devote an average of approximately 10 hours per week to our business. We do not intend to have any full time employees prior to the consummation of our initial business combination.

Periodic Reporting and Audited Financial Statements

 We have registered our units, common stock and rights under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public accountants.

We ~~have~~will ~~registered~~provide ~~our~~stockholders ~~units,~~with ~~common~~audited ~~stock~~financial ~~and~~statements ~~rights~~of ~~under~~ the ~~Exchange~~prospective ~~Act~~target ~~and~~business ~~have~~as ~~reporting~~part ~~obligations,~~of ~~including~~any ~~the~~proxy ~~requirement~~solicitation ~~that~~materials weor ~~file~~tender ~~annual,~~offer ~~quarterly~~documents ~~and~~sent ~~current~~to ~~reports~~stockholders ~~with~~to assist them in assessing the ~~SEC~~target business. InThese financial statements will need to be prepared in accordance with ~~the~~or ~~requirements~~reconciled ofto GAAP or IFRS as issued by the ~~Exchange~~IASB. ~~Act,~~A ~~our~~particular ~~annual~~target ~~report~~business ~~will~~identified ~~contain~~by us as a potential business combination candidate may not have the necessary financial statements. ~~audited~~To ~~and~~the ~~reported~~extent onthat bythis requirement cannot be met, we may not be able to consummate our ~~independent~~initial ~~registered~~business ~~public~~combination ~~accountants~~with the proposed target business.

 We are required by the Sarbanes-Oxley Act to have our internal control over financial reporting audited for the year ending December 31, 2022. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal control over financial reporting. The development of the internal control over financial reporting of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial business combination.

We will provide stockholders with audited financial statements of the prospective target business as part of any proxy solicitation materials or tender offer documents sent to stockholders to assist them in assessing the target business. These financial statements will need to be prepared in accordance with or reconciled to United States GAAP or IFRS as issued by the IASB. A particular target business identified by us as a potential business combination candidate may not have the necessary financial statements. To the extent that this requirement cannot be met, we may not be able to consummate our initial business combination with the proposed target business.24

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We may be required by the Sarbanes-Oxley Act to have our internal control over financial reporting audited for the year ending December 31, 2022. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal control over financial reporting. The development of the internal control over financial reporting of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial business combination.

For additional discussion of the general development of our business, see our final prospectus, filed with the SEC on October 19, 2021.

ITEM 1A.

RISK FACTORS

As a smaller reporting company, we are not required to make disclosures under this Item.

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ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

We currently maintain our principal executive offices at 4651 Salisbury Road, Suite 400, Jacksonville, Florida, 32256. The cost for this space is included in the $10,000 per-month fee (subject to deferral as described herein) payable to Jupiter Sponsor LLC, for office space, utilities and secretarial services. Our agreement with Jupiter Sponsor LLC provides that, commencing on the date that our securities are first listed on the Nasdaq Global Market and until we consummate a business combination, such office space, as well as utilities and secretarial services, will be made available to us as may be required from time to time. We believe that the fee charged by Jupiter Sponsor LLC is at least as favorable as we could have obtained from an unaffiliated person. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

ITEM 3.

LEGAL PROCEEDINGS

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable.

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PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol “BMAQU” on or about October 21, 2021, and the shares of common stock and warrants began separate trading on Nasdaq under the symbols “BMAQ” and “BMAQW,” respectively, on or about November 3, 2021.

Holders of Record

As of April 14, 2023, there were 5,080,892 of our shares of common stock issued and outstanding held by approximately 2 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

As of April 12, 2022, there were 14,805,000 of our shares of common stock issued and outstanding held by approximately 2 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividends

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

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Recent Sales of Unregistered Securities

There were no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. [RESERVED]

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to “we”, “us”, “our” or the “Company” are to Blockchain Moon Acquisition Corp., except where the context requires otherwise. The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this report.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

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performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

Overview

We are a recently organized blank check company incorporated in Delaware on January 22, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search on high growth businesses in blockchain technologies in North America, Europe, and Asia.

On October 21, 2021, we consummated our ~~initial~~IPO ~~public offering~~ of 10,000,000 units at $10.00 per unit, and the sale of 400,000 units to our sponsor, at a price of $10.00 per unit in a private placement that closed simultaneously with the ~~initial public offering~~IPO. Each Unit consists of one share of common stock, one warrant and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination. Each warrant entitles the registered holder to purchase one-half (1/2) of a share of common stock at a price of $11.50 per full share, subject to certain adjustments. Our management has broad discretion with respect to the specific application of the net proceeds of the ~~initial~~IPO ~~public offering~~ and the private units, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The underwriters have a 45-day option from the date of ~~initial~~IPO ~~public offering~~ to purchase up to an additional 1,500,000 units to cover over-allotments, if any. On October 26, 2021 the underwriters fully exercised their over-allotment option.

Upon the closing of the ~~initial~~IPO ~~public offering~~ (including the underwriter’s over-allotment option) and the private placement, $115,000,000 was placed in a trust account.

We will have only 1218 months from the closing of our ~~initial~~IPO ~~public offering~~ (or up to 1821 months from the closing of the ~~initial~~IPO ~~public offering~~ if we extend the period of time to consummate a business combination by the maximum amount) to complete our initial business combination (the “Combination Period”). If we are unable to complete an initial business combination within such period, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the Combination Period.

28On October 19, 2022, we held the Extension Meeting to approve the Charter Amendment to extend the Termination Date by which we have to consummate a business combination from the Original Termination Date to the Charter Extension Date and to allow us, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to six times by an additional one month each time after the Charter Extension Date, by resolution of our board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until July 21, 2023, or a total of up to nine months after the Original Termination Date, unless the closing of our initial business combination shall have occurred prior thereto. Accordingly, on October 21, 2022, we issued the Note to the Sponsor. The Note does not bear interest and matures upon closing of our initial business combination. In the event that we do 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 Charter Amendment. Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert the Principal Amount of this Note, in whole or in part at the option of the Payee, into Private Placement Units, each Private Placement Unit consisting of one share of common stock of the Maker, one warrant to purchase one-half of one share of common stock of the Maker and one right to purchase one-tenth of one share of common stock of the Maker. The Private Placement Units shall be identical to the private placement units issued to the Payee at the time of the Maker’s IPO.

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~~combination~~In ~~(the~~connection ~~"Combination~~with ~~Period").~~the Ifvote ~~we are unable~~ to ~~complete~~approve anthe ~~initial~~Charter ~~business combination within such period~~Amendment, ~~it will: (i) cease all operations except for~~ the ~~purpose~~holders of ~~winding up~~9, ~~(ii) as promptly as reasonably possible but not more than ten business days thereafter~~724,108 ~~redeem the~~ public shares, atof aour ~~per-share~~common ~~price,~~stock ~~payable~~properly inexercised ~~cash,~~their ~~equal~~right to ~~the~~redeem ~~aggregate~~their ~~amount~~shares ~~then on deposit in the Trust Account, including interest~~ (~~which interest shall be net of taxes payable,~~ and ~~less~~did upnot towithdraw ~~$100,000~~their ofredemption) ~~interest~~for tocash ~~pay~~at ~~dissolution~~a ~~expenses)~~redemption ~~divided~~price ~~by the number~~ of ~~then~~approximately ~~issued~~$10.06 ~~and~~per ~~outstanding~~share, ~~public~~for ~~shares,~~an ~~which~~aggregate redemption ~~will~~amount ~~completely~~of ~~extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions~~$97, ~~if any)~~852,252. ~~subject~~Following tosuch ~~applicable law~~redemptions, ~~and~~approximately ~~(iii) as promptly as reasonably possible following such redemption~~$17,870,500 ~~subject~~was toleft ~~the~~in ~~approval~~trust ~~of our remaining stockholders~~ and ~~our board of directors~~1, ~~liquidate and dissolve~~775,892 ~~subject~~shares ~~in each case to our obligations under Delaware law to provide for claims~~ of ~~creditors~~common ~~and~~stock ~~the~~held ~~requirements~~by ofpublic ~~other~~stockholders ~~applicable~~remained ~~law~~outstanding. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the Combination Period.

We cannot assure you that our plans to complete our initial business combination will be successful.

Results of Operations

Our entire activity since inception up to December 31, ~~2021~~2022 was in preparation for our initial public offering and searching for a business combination target. We will not generate any operating revenues until the closing and completion of our initial business combination, at the earliest.

For the ~~period~~year ~~from~~ended ~~January 22, 2021 through~~ December 31, ~~2021~~2022, we had a net loss of $~~329~~4,~~480~~287,805, which ~~consisted~~consists of ~~formation and~~ operating costs of $~~278~~5,~~354~~406,038, ~~changes~~interest inexpense ~~fair value~~ of ~~warrant liabilities of~~ $605,~~676~~271 and ~~warrants~~provision ~~issuance~~for ~~costs~~income taxes of $~~679~~198,311, ~~and~~ offset by interest and ~~gain~~dividend on ~~fair~~marketable ~~value~~securities ~~changes~~held in Trust Account of $191,490, realized gain on marketable securities ~~(net),~~ held in Trust Account of $10963,~~229~~636, change in fair value of warrant liabilities of $166,527 and change in fair value of conversion option liability of $162. Operating costs increased by 5,127,684 primarily due to an increase in professional and legal fees in connection with the searching for a target and terminated Business Combination.

For the period from January 22, 2021 through December 31, 2021, we had net loss of $329,480, which consisted of formation and operating costs of $278,354, changes in fair value of warrant liabilities of $60,676 and warrants issuance costs of $679 and offset by realized gain on marketable securities held in Trust Account of $10,229.

Going Concern and Liquidity

As of December 31, ~~2021~~2022, we had $~~831~~189,~~693~~771 in cash and a working capital deficit of $14,~~068~~657,~~409~~982. Prior to the consummation of our ~~initial public offering~~IPO, our liquidity needs were satisfied through receipt of a $25,000 capital contribution from our sponsor in exchange for the issuance of the Founder Shares to our sponsor, and a $250,000 in note payable to our sponsor. Subsequent to the consummation of the ~~initial public offering~~IPO, we received the net proceeds not held in the Trust Account of approximately $1.4 million.

We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a business combination. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

In addition, in order to finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor, or certain of our officers and directors may, but are not obligated to, loan us working capital loans. Except for the foregoing, the terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans. The working capital loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1.5 million of such working capital loans may be convertible into warrants at a price of $10.00 per unit. The units would be identical to the private placement units. As of December 31, ~~2021~~2022, we have no borrowings under the Working Capital Loans.

InOn ~~connection~~January ~~with~~20, ~~our~~2023, ~~assessment~~the ofCompany ~~going~~elected ~~concern~~to ~~considerations~~exercise ina ~~accordance~~one-month ~~with~~extension ~~Financial~~of ~~Accounting~~the ~~Standard~~date ~~Board’s~~by ~~Accounting~~which ~~Standards~~Blockchain ~~Codification~~Moon ~~(“ASC”)~~has ~~Topic~~to ~~205-40,~~consummate ~~“Basis~~a ofbusiness ~~Presentation~~combination –from ~~Going~~January ~~Concern~~21, we2023 ~~have~~to ~~until~~February ~~October~~ 21, ~~2022~~2023 (~~absent~~the ~~any~~“Extension”). ~~extensions~~The Extension is the first of ~~such~~six ~~period~~one-month byextensions permitted under the ~~Sponsor,~~Company’s ~~pursuant~~governing todocuments and provides the ~~terms~~Company ~~described~~with ~~above)~~additional time to ~~consummate~~complete ~~the~~its ~~proposed~~initial business combination. ItOn isJanuary ~~uncertain~~20, ~~that~~2023, wethe ~~will~~Company beissued ~~able~~an tounsecured ~~consummate~~promissory note in the ~~proposed~~initial ~~business~~principal ~~combination~~amount byof ~~this~~$120,000 ~~time~~(the "Note") to Jupiter Sponsor LLC in connection with the Extension. IfPursuant ato ~~business~~the ~~combination~~note, isthe ~~not~~Company ~~consummated~~may byrequest ~~this~~an ~~date~~additional aggregate amount of up to $600,000, ~~there~~which ~~will~~may be adrawn ~~mandatory~~down ~~liquidation~~in five equal tranches. The Note does not bear interest and ~~subsequent~~matures ~~dissolution~~upon closing of the Company’s initial business combination. ~~Management~~In ~~has~~the ~~determined~~event that the ~~mandatory~~Company ~~liquidation,~~does ~~should~~not consummate a business combination ~~not occur~~, ~~and~~the ~~potential~~Note ~~subsequent~~will ~~dissolution,~~be ~~raises~~repaid ~~substantial~~only ~~doubt~~from ~~about~~amounts ~~our~~remaining ~~ability~~outside toof ~~continue~~the asTrust aAccount, ~~going~~if ~~concern~~any. NoThe ~~adjustments~~proceeds of the Note have been ~~made~~deposited toin the ~~carrying~~Trust ~~amounts~~Account in connection with the Extension. The Sponsor further requested that the Company exercise one-month extensions of ~~assets~~the orTermination ~~liabilities~~Date ~~should~~on weeach beof ~~required~~February to21, ~~liquidate~~2023 ~~after~~and ~~October~~March 21, ~~2022~~2023. WeAccordingly ~~intend~~the toSponsor ~~complete~~deposited an aggregate of $159,321 into the ~~proposed~~trust ~~business~~account ~~combination~~for ~~before~~the February and March 2023 monthly extensions and the ~~mandatory~~remaining ~~liquidation~~balance ~~date.~~of ~~However~~$80,679 ~~there~~remains ~~can~~due beto notrust. ~~assurance~~These ~~that~~deposits weenabled ~~will~~the beCompany ~~able~~ to ~~consummate~~extend ~~any~~the ~~business~~Termination ~~combination~~Date byto ~~October~~April 21, ~~2022~~2023. These extensions are the first three of six one-month extensions permitted under the Company’s governing documents, as described in this Report.

~~Critical Accounting Estimates~~

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In connection with our assessment of going concern considerations in accordance with ASC Topic 205-40, “Basis of Presentation - Going Concern,” we have until April 21, 2023 (absent any extensions of such period by the Sponsor, pursuant to the terms described above) to consummate an initial business combination. It is uncertain that we will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after April 21, 2023.

Contractual Obligations

Registration Rights

The holders of the Founder Shares, Private Units, Unit Purchase Option (the “UPO”), and units that may be issued on conversion of Working Capital Loans or Extension Loans (and any securities underlying the Private Units, the UPO, or units issued upon conversion of the Working Capital Loans or Extension Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring us to register such securities for resale (in the case of the Founder Shares, only after redemption to the Company’s common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of its initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Furthermore, notwithstanding the foregoing, pursuant to FINRA Rule 5110, Chardan Capital Markets, LLC (the representative of the underwriters) may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the Company’s registration statement on Form S-1 and may not exercise its demand rights on more than one occasion.

Underwriters Agreement

The underwriters had a 45-day option from the date of IPO to purchase up to an additional 1,500,000 units to cover over-allotments at $10.00 per unit, if any. On October 26, 2021 the underwriters exercised the over-allotment option in full, resulting in total gross proceeds to the Company of $15,000,000, and incurred $300,000 of underwriting commissions, and $525,000 of deferred underwriting commissions.

The underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $2,000,000 (or up to $2,300,000 if the underwriters’ over-allotment is exercised in full). On October 21, 2021 and October 26, 2021, the Company paid a cash underwriting commissions of $2,300,000 and recorded it as offering costs.

The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $4,025,000 in the aggregate, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement, which were accounted as deferred underwriters’ discount.

Critical Accounting Estimates

The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Warrant Liability

We account for our warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, ~~Distinguishing Liabilities from Equity (“ASC 480”)~~ and ASC 815~~, Derivatives and Hedging (“ASC 815”~~). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for liability classification under ASC 815. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

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Our Private Placement Warrants meet the criteria as liability classified derivative instruments and are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. We will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Private Placement Warrants. At that time, the portion of the liability related to the Private Placement Warrants will be reclassified to additional paid-in capital.

Recent Accounting Pronouncements

InSee ~~August~~Note ~~2020,~~2 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in ~~Entity's~~the ~~Own~~audited ~~Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain~~ financial ~~instruments.~~statements ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for ~~convertible~~recent ~~debt~~accounting ~~and freestanding instruments that are indexed to and settled in an entity's own equity~~pronouncements. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 8.CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 15 of this Report and is included herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Disclosure~~As ~~controls~~required ~~are~~by ~~procedures~~Rules ~~that~~13a-15 ~~are~~and ~~designed~~15d-15 ~~with~~under the ~~objective~~Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of ~~ensuring~~the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that ~~information~~our ~~required~~disclosure tocontrols beand ~~disclosed~~procedures (as defined in ~~our~~Rules ~~reports~~13a-15(e) ~~filed~~and 15d-15(e) under the Exchange Act,) ~~such~~were asnot ~~this~~effective ~~Report,~~due isto ~~recorded,~~a ~~processed,~~material ~~summarized,~~weaknesses in our internal controls over financial reporting specifically related to our financial close process which resulted in an error in the classification between operating and ~~reported~~investing ~~within~~activities in the ~~time~~statement ~~period~~of cash flows and the process to properly identify, record and file its tax obligations.

Management plans to remediate the material weaknesses by enhancing our processes to identify and appropriately apply applicable accounting requirements and by increasing communication among our personnel and third-party professionals with whom we consult regarding accounting applications. The elements of our remediation plan can only be accomplished over time, and these initiatives may not ultimately have the intended effects.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements

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~~specified~~for inexternal ~~the~~reporting ~~SEC’s~~purposes ~~rules~~in ~~and~~accordance ~~forms. Disclosure controls are also designed~~ with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosureGAAP. Our ~~management~~internal ~~evaluated,~~control ~~with~~over ~~the participation of our current chief executive officer and chief~~ financial ~~officer~~reporting ~~(our~~includes ~~“Certifying~~those ~~Officers”),~~policies ~~the effectiveness of our disclosure controls~~ and procedures ~~as of December 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon~~ that ~~evaluation, our Certifying Officers concluded that, as of December 31, 2021, our disclosure controls and procedures were effective.~~:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

We(2) ~~do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can~~ provide ~~only~~ reasonable, ~~not absolute,~~ assurance that ~~the~~transactions ~~objectives of the disclosure controls and procedures~~ are ~~met.~~recorded ~~Further,~~as ~~the~~necessary ~~design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative~~ to ~~their~~permit ~~costs.~~preparation ~~Because~~ of ~~the~~financial ~~inherent~~statements ~~limitations~~ in ~~all~~accordance ~~disclosure~~with ~~controls and procedures~~GAAP, ~~no evaluation of disclosure controls~~ and ~~procedures can provide absolute assurance~~ that ~~we have detected all~~ our ~~control~~receipts ~~deficiencies~~ and ~~instances~~expenditures ofare ~~fraud,~~being ifmade ~~any.~~only ~~The~~in ~~design~~accordance ofwith ~~disclosure~~authorizations ~~controls and procedures also is based partly on certain assumptions about the likelihood~~ of ~~future~~our ~~events,~~management and ~~there~~directors, ~~can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.~~and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management’s ~~Report~~assessed onthe effectiveness of our internal control over financial reporting at December 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ~~Controls~~Control ~~Over~~— ~~Financial~~Integrated ~~Reporting~~Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2022.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

Other than the material weaknesses described above, there were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information about our directors and executive officers.


Name	Age	Title
Enzo A. Villani	51	Chairman, Chief Executive Officer and Director
Wes Levitt	35	Chief Financial Officer
James Haft	60	Director
John Hopkins	62	Director
John Jacobs	63	Director
Carl Johnson	74	Director
David Shafrir	40	Director
Michael Terpin	65	Director

Name	Age	Title
Enzo A. Villani	51	Chairman ,Chief Executive Officer and Director
Wes Levitt	35	Chief Financial Officer
James Haft	60	Director
John Jacobs	63	Director
David Shafrir	40	Director
Michael Terpin	65	Director

Our directors and officers are as follows:

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Enzo A. Villani, has served as or Chairman, Chief Executive Officer and a Director since January 2021. He is currently the Chief Executive Officer and Chief Investment Officer of Alpha Sigma Capital, which he joined in January 2020. Alpha Sigma Capital (ASC) is an investment fund focused on emerging blockchain companies that are successfully building their user-base, demonstrating real-world uses for their decentralized ecosystems, and moving blockchain technology towards mass-adoption. ASC is focused on companies leveraging blockchain technology to provide value-add in areas such as fintech, AI, supply chain, and healthcare. You can find more information at www.alphasigma.fund. From December 2017 to January 2020, Enzo was Chief Strategy Officer of Transform Group, whose business is in the blockchain industry. Transform Group represented the launch of over 37% of the alt-coin market capitalization by 2019. He is the co-founder of Blockchain Wire and was the head of international strategy and innovation at OKEx. Mr. Villani has over twenty-years of experience as a chief strategist to Fortune 500 companies, private equity, and venture capital firms. Enzo was co-founder of Nasdaq Global Corporate Solutions, co-founder and Chief Strategy Officer of DF King Worldwide, where he managed two strategic M&A consolidations focused in the areas of market intelligence, investor relations, proxy solicitation, corporate governance and financial technology. Mr. Villani was key in consolidating over ten companies across 4 continents representing over 5,000 public companies and raising in excess of $500 million. Mr. Villani holds an MBA from Cornell University’s Samuel Curtis Johnson School of Management.

Wes Levitt, CFA, has served as our Chief Financial Officer since January 2021. He is currently the Head of Strategy at Theta Labs since February 2018. Theta Labs is a San Jose-based software company that developed and launched the Theta blockchain. Since February 2020, Mr. Levitt has been a Partner at Alpha Sigma Capital, where he focuses on portfolio risk management and investment research. Prior to entering the blockchain space, Mr. Levitt spent eight years in investment roles in real estate equity and securitized debt. Most recently, from May 2016 to February 2018, at Mosser Capital Management, he served as an asset manager of San Francisco Bay Area real estate portfolios and completed underwriting and transaction closing of assets totaling $200 million. Previously, from November 2013 to February 2016, he was at Redwood Trust (NYSE: RWT) where he originated, underwrote, and closed commercial real estate loans for commercial mortgage-backed securitization. Mr. Levitt holds an MBA from UC-Berkeley Haas School of Business and is a CFA Charter holder.

Independent Directors

James Haft became a director in October 2021. James is Chairman of the Board of DLTx ASA (DLTX.OL) a publicly listed company on the Oslo Stock Exchange, which is a provider of physical infrastructure for Web3 protocols and decentralized services, including FileCoin and Bitcoin. Since 1996, Mr. Haft has been the CEO and founder of PALcapital, a merchant bank which specializes in liquidity strategies for companies leveraging the digitization of information. He is also the co-founder of CryptoMondays, NXTPLabs, ClimateCoin, PALgenesis Fund and Condo.com. Since 2017, Mr. Haft has focused exclusively on the adoption of Distributed Ledger Tech and other decentralized, secure data platforms and solutions offering self-sovereignty of identity, data and value, as they are adopted by individuals, enterprises and political entities. Mr. Haft graduated from Vassar College with a bachelor of arts degree in economics, and from Emory University’s Goizeuta Business School and School of Law with a joint Juris Doctor/ Master of Business Administration degree. James was founding Chairman of ClimateCoin.io and board member of UrbanArts.org and WeForest.org (USA).

 John Hopkins became a director in September 2022. Hopkins has 40 years of experience in accounting, finance and operations, business turnarounds, acquisitions and divestitures, debt restructuring, and information technology. Most recently, Mr. Hopkins served as the President and Chief Executive Officer of Professional Security Broadband Inc., a privately held integrated security, managed services, and business intelligence systems provider to Fortune 500 corporations. As President and Chief Executive Officer, he was responsible for organically growing revenue from $18 million in 2012 to $75 million in 2021 and drove the creation of PSB Exero, an industry-disrupting private cloud-based business intelligence tool that provides a NIST level of system documentation and cyber-defenses for security. Mr. Hopkins began his career in the Big 4 public accounting firm PricewaterhouseCoopers, where he rose to the level of Audit Manager. Mr. Hopkins was subsequently employed in roles of Senior Manager of ARCO Chemical Company (NYSE: ACC), Vice President Finance of Cambrex Corporation (NYSE: CBM), Chief Financial Officer of Measurement Specialties, Inc. (NASDAQ: MEAS) and Chief Financial Officer of Henry Brothers Electronics (NASDAQ: HBE). Mr. Hopkins also has extensive experience in creating scalable enterprise automation platforms, as well as in leading business and accounting process reengineering and turnarounds. Along with his executive career, Mr. Hopkins served on the board of directors of Professional Security Broadband Inc. from 2011 to 2021 and on the Felician University School of Business Advisory Board from 2019 to 2021. He is also a member of the American Institute of Certified Public Accountants. In addition, Mr. Hopkins currently teaches at New York University Leonard N. School of Business, Seton Hall University Stillman School of Business, Seton Hall University School of Law and previously at Felician University School of Business. Mr. Hopkins holds an MBA from Villanova University and a Bachelor’s Degree in accounting from West Chester University

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John Jacobs became a director in October 2021. Jacobs has a strong leadership background and has served Nasdaq in a variety of positions, starting his career with the firm in 1983. He most recently served as Senior Advisor and Principal Consultant to Nasdaq’s CEO and President, where he was responsible for reviewing potential opportunities in the index and data business, and supporting product and business development efforts. Prior to that, Mr. Jacobs served as Nasdaq’s Chief Marketing Officer (“CMO”) and EVP for the Global Marketing Group and the EVP of the Global Index Group. As CMO, he led all aspects of Nasdaq’s brand, from strategy to execution, and carried out a transformation of the company’s image from a national brand in U.S. stocks, to a global leader for diversified financial services. Mr. Jacobs established and built the Global Index Group from the ground up, and created one of the largest ETF fund families in the world built on his creation of QQQ – the ETF tracking the Nasdaq-100 Index. Mr. Jacobs graduated from the University of Maryland Robert H. Smith School of Business with a bachelor of science degree in accounting, and from the Loyola University Maryland, where he received his MBA in Finance.

 Carl Johnson became a director in September 2022. Johnson has over 40 years of marketing and sales experience in consumer healthcare. In 2019, Mr. Johnson founded Four Peaks Insight, LLC, a business development and executive coaching business. He is also currently serving as a member of ExecHQ, an executive advisory firm. Previously, Mr. Johnson served as President and Chief Executive Officer and as a member of the Board of Directors of Entia Biosciences, Inc., a clinical stage biotechnology company engaged in the development of pharmaceutical-grade organic compounds, from August 2015 to November 2017. Mr. Johnson served as President and Chief Executive Officer and as a member of the Board of Directors of Matrixx Initiatives, Inc., a marketer of over-the-counter (“OTC”) healthcare products, from July 2001 until October 2008, and again as a member of the Board of Directors of Matrixx Initiatives from February 2011 to February 2014. From 1993 to 2001, Mr. Johnson was Vice President, Commercial Development with Perrigo Company, a leading manufacturer of OTC pharmaceutical and nutritional products for the store brand market. Prior to that, Mr. Johnson held a number of high-level marketing and sales positions at Johnson & Johnson from 1973 to 1989, including the position of V.P. Marketing & Sales for Vistakon, a Johnson & Johnson Company. He also held the position of Director of Marketing for Johnson & Johnson Baby Products Company. Prior to joining Johnson & Johnson, Mr. Johnson was an account executive at Compton Advertising, servicing Procter & Gamble. Mr. Johnson was a member of the Board of Directors of Scolr Pharma, Inc. from 2010 to 2013, including as Chairman from 2011 to 2013. Mr. Johnson also previously served on the boards of the Generic Pharmaceutical Association and the Consumer Healthcare Products Association. Mr. Johnson holds a Master’s of Business Administration — Marketing from Fairleigh Dickinson University and a Bachelor’s of Science in Economics from Wagner College

David Shafrir became a director in October 2021. Since June 2019, Mr. Shafrir has been the Co-Founder and Executive Chairman of The GDA Group (“GDA”) and its vertically integrated portfolio of digital asset companies, where he oversees the group’s long-term corporate strategy, capital and acquisition initiatives.  Since March 2019, David has acted as the CEO at Secure Digital Markets (“SDM”), the brokerage arm of GDA, which over a period of 4 years has grown to become Canada’s largest digital asset liquidity provider operating, with a global footprint spanning 20 countries and 3 continents. David, a serial entrepreneur, has a proven track record of scaling startups and generating strong returns for investors. Prior to founding the GDA Group, David ledexits in both the financial payments & SAAS technology space. From December 2015 to December 2018, David also co-founded Agency North, a National marketing agency catering to Fortune 500 and multinational clients. Mr. Shafrir attended Ryerson University.

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Michael Terpin became a director in October 2021. Mr. Terpin is an investor, public relations expert, and has led over 120 campaigns in cryptocurrency and blockchain companies and foundations, currently representing over 45% of the alternative coin market capitalization. Since October 2018, he has been the CEO of Transform Group International, LLC, a diversified services company to the blockchain industry. From March 2015 to September 2018, he was the CEO of Transform Group, LLC, in charge of the company’s US operations. Mr. Terpin’s business activities include the launches of Augur, Counterparty, Dash, Ethereum, Factom, Golem Network, Lisk, MaidSafe and Tether, as well as ongoing public relations and strategic advisory campaigns for Bittrex and Shapeshift. Mr. Terpin co-founded BitAngels, the world’s first angel network for digital currency startups, which now has more than 500 members globally. He has more than 25 years of strategic agency management and has directly supervised many renowned PR campaigns of the digital media era, including early-stage PR for America Online, Earthlink, Jupiter, Motley Fool, Match.com and Shapeways, as well as full-service campaigns with established brands, including Alpine, AT&T, Diamond Multimedia, Fujitsu, JBL, Konami, Marriott, Memorex, Philips, Rackspace, Red Herring and TEAC. Mr. Terpin graduated from Syracuse University, Newhouse School of Public Communications, with dual bachelor degrees in newspaper journalism and English literature, and from SUNY Buffalo with a master’s degree in creative writing.

 Number, Terms of Office and Appointment of Officers and Directors

~~Number~~Our board of directors has seven members, ~~terms~~six of whom are deemed “independent” under SEC and Nasdaq rules. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first class of directors, consisting of James Haft and ~~appointment~~Michael Terpin, will expire at our first annual meeting of ~~officers~~stockholders. The term of office of the second class of directors, consisting of John Jacobs and David Shafrir, will expire at the second annual meeting. The term of office of the third class of directors, consisting of Enzo Villani, Carl Johnson and John Hopkins, will expire at our third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

Our board of directors has five members, four of whom are deemed “independent” under SEC and Nasdaq rules. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first class of directors, consisting of James Haft and Michael Terpin, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of John Jacobs and David Shafrir, will expire at the second annual meeting. The term of office of the third class of directors, consisting of Enzo Villani, will expire at our third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our directors may consist of a chairman of the board, and that our officer may consist of chief executive officer, president, chief financial officer, executive vice president(s), vice president(s), secretary, treasurer and such other officers as may be determined by the board of directors.

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Executive Compensation

 No executive officer has received any cash compensation for services rendered to us. Commencing on the date of our IPO through the completion of our initial business combination with a target business, we have paid to Jupiter Sponsor LLC, a fee of $10,000 per month for providing us with office space and certain office and secretarial services. However, pursuant to the terms of such agreement, we may delay payment of such monthly fee upon a determination by our audit committee that we lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with our initial business combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of our initial business combination. Other than the $10,000 per month administrative fee, no compensation or fees of any kind, including finder’s fees, consulting fees and other similar fees, will be paid to our insiders or any of the members of our management team, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.

No executive officer has received any cash compensation for services rendered to us. Commencing on the date of our IPO through the completion of our initial business combination with a target business, we have paid to Jupiter Sponsor LLC, a fee of $10,000 per month for providing us with office space and certain office and secretarial services. However, pursuant to the terms of such agreement, we may delay payment of such monthly fee upon a determination by our audit committee that we lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with our initial business combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of our initial business combination. Other than the $10,000 per month administrative fee, no compensation or fees of any kind, including finder’s fees, consulting fees and other similar fees, will be paid to our insiders or any of the members of our management team, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of a stockholder meeting held to consider our initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC.

Director Independence

33Nasdaq listing standards require that within one year of the listing of our securities on the Nasdaq Global Market, we have at least three independent directors and that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of James Haft, John Hopkins, John Jacobs, Carl Johnson, David Shafrir and Michael Terpin is “independent director” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

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Director independence

Nasdaq listing standards require that within one year of the listing of our securities on the Nasdaq Global Market, we have at least three independent directors and that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of James Haft, John Jacobs, David Shafrir and Michael Terpin is “independent director” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

We will only enter into a business combination if it is approved by a majority of our independent directors, as required by Nasdaq rules. Additionally, we will only enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties. Any related-party transactions must be approved by our audit committee and a majority of disinterested directors.

Audit Committee

We have established an audit committee of the board of directors, which consists of James Haft, John Jacobs and Michael Terpin, each of whom is an independent director. John Jacobs serves as chairman of the audit committee.

The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

●

reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Annual Report on Form 10-K;

●

discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

●

discussing with management major risk assessment and risk management policies;

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●

monitoring the independence of the independent auditor;

●

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

●

reviewing and approving all related-party transactions;

●

inquiring and discussing with management our compliance with applicable laws and regulations;

●

pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

●

appointing or replacing the independent auditor;

●

determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

●

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

●

approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

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Financial Experts on Audit Committee

The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. Our Board of Directors has determined that John Jacobs qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

Compensation Committee

We have established a compensation committee of the board of directors consisting of James Haft, John Jacobs and David Shafrir, each of whom is an independent director. James Haft serves as chairman of the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

●

reviewing and approving the compensation of all of our other executive officers;

●

reviewing our executive compensation policies and plans;

●

implementing and administering our incentive compensation equity-based remuneration plans;

●

assisting management in complying with our proxy statement and annual report disclosure requirements;

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●

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

●

producing a report on executive compensation to be included in our annual proxy statement; and

●

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

 The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

~~The~~Director charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SECNominations

Director nominations

We do not have a standing nominating committee, although we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. James Haft, John Jacobs, David Shafrir and Michael Terpin will participate in the consideration and recommendation of director nominees. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

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The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws.

 We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Compensation Committee Interlocks and Insider Participation

 We may not have a compensation committee in place prior to the completion of our initial business combination. Any executive compensation matters that arise prior to the time we have a compensation committee in place will be determined by our independent directors. None of our directors who currently serve as members of our compensation committee is, or has at any time in the past been, one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee of any other entity that has one or more executive officers serving on our board of directors. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors of any other entity that has one or more executive officers serving on our compensation committee.

Code of Ethics

We have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business. You are able to review our Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

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Conflicts of interest

Investors should be aware of the following potential conflicts of interest:

●

None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

●

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Thus, our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

●

Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

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Unless we consummate our initial business combination, our officers, directors and other insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account.

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The insider shares beneficially owned by our officers and directors will be released from escrow only if our initial business combination is successfully completed. Additionally, if we are unable to complete an initial business combination within the required time frame, our officers and directors will not be entitled to receive any amounts held in the trust account with respect to any of their insider shares or private units. Furthermore, Jupiter Sponsor LLC has agreed that the private units will not be sold or transferred by it until after we have completed our initial business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effect our initial business combination.

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In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

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the corporation could financially undertake the opportunity;

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the opportunity is within the corporation’s line of business; and

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it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

  Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts of interest which may arise from multiple affiliations, our officers and directors (other than our independent directors) have agreed to present to us for our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of: (1) our consummation of an initial business combination and (2) the Termination Date. This agreement is, however, subject to any pre-existing fiduciary and contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them becomes aware of a business combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability to complete our business combination because in most cases the affiliated companies are closely held entities controlled by the officer or director or the nature of the affiliated company’s business is such that it is unlikely that a conflict will arise.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts of interest which may arise from multiple affiliations, our officers and directors (other than our independent directors) have agreed to present to us for our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of: (1) our consummation of an initial business combination and (2) 12 months from the date of this prospectus (or 15 or 18 months if we have extended the period of time to complete a business combination as described in this prospectus). This agreement is, however, subject to any pre-existing fiduciary and contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them becomes aware of a business combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability to complete our business combination because in most cases the affiliated companies are closely held entities controlled by the officer or director or the nature of the affiliated company’s business is such that it is unlikely that a conflict will arise.38

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

ITEM 11.

EXECUTIVE COMPENSATION

Employment Agreements

We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

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and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth as of April 14, 2023 the number of shares of common stock beneficially owned by:

~~The~~● ~~following~~each ~~table~~person ~~sets~~who ~~forth~~is asknown ofby ~~April~~us ~~12,~~to ~~2022~~be the ~~number~~beneficial owner of ~~shares~~more than five percent (5%) of ~~common~~our ~~stock~~issued ~~beneficially~~and ~~owned~~outstanding ~~by:~~shares of common stock;

● each of our officers and directors; and

● each person who is known by us to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock;

● each of our officers and directors; and

●

all of our officers and directors as a group.

As of April 14, 2023, we had 5,080,892 shares of common stock issued and outstanding.

~~As of April 12, 2022, we had 14,805,000 shares of common stock issued and outstanding.~~39

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Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of April 1214, ~~2022~~2023.


	Number of
	Shares	Percentage of
	Beneficially	Outstanding
Name and Address of Beneficial Owner⁽¹⁾	Owned	Shares ⁽³⁾
Jupiter Sponsor LLC (Our Sponsor)⁽²⁾	3,305,000	65.0	%
Enzo A. Villani⁽¹⁾⁽²⁾	3,305,000	65.0	%
Wes Levitt⁽¹⁾	—	*
James Haft⁽¹⁾	—	*
John Jacobs⁽¹⁾	—	*
David Shafrir⁽¹⁾	—	*
Michael Terpin⁽¹⁾	—	*
All officers and directors as a group	3,305,000	65.0	%
(6 individuals)
MMCAP International Inc. SPC⁽⁴⁾	665,000	13.1	%


	Number of
	Shares	Percentage of
	Beneficially	Outstanding
Name and Address of Beneficial Owner(1)	Owned	Shares (3)
Jupiter Sponsor LLC (Our Sponsor)(2)	3,305,000	22.3	%
Enzo A. Villani(1)(2)	3,305,000	22.3	%
Wes Levitt(1)	—	*
James Haft(1)	—	*
John Jacobs(1)	—	*
David Shafrir(1)	—	*
Michael Terpin(1)	—	*
All officers and directors as a group	3,305,000	22.3	%
(6 individuals)
MMCAP International Inc. SPC(4)	665,000	4.5	%
Karpus Investment Management(5)	1,052,775	7.13	%

*	Less than one percent.

(1)	The business address for these holders is c/o Blockchain Moon Acquisition Corp., 4651 Salisbury Road, Suite 400, Jacksonville, Florida, 32256.

(2)

Enzo A. Villani is the manager of our Sponsor, Jupiter Sponsor, LLC and as such has voting and investment control over the investments held by Jupiter Sponsor, LLC. Includes 2,875,000 founder shares and 430,000 shares of common stock underlying the Private Units. The business address of Jupiter Sponsor LLC is 4651 Salisbury Road, Suite 400, Jacksonville, Florida, 32256.

(3)	Based upon a total of 5,080,892 shares of common stock outstanding at April 14, 2023.

(4)

Based on a Schedule 13G/A filed February 7, 2022, MMCAP International Inc. SPC and MM Asset Management Inc. have shared voting power over these shares. The address of MMCAP International Inc. SPC is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands and the address of MM Asset Management Inc. is 161 Bay Street, TD Canada Trust Tower Ste 2240, Toronto, ON M5J 2S1 Canada.

(1)The business address for these holders is c/o Blockchain Moon Acquisition Corp., 4651 Salisbury Road, Suite 400, Jacksonville, Florida, 32256.

(2)Enzo A. Villani is the manager of our Sponsor, Jupiter Sponsor, LLC and as such has voting and investment control over the investments held by Jupiter Sponsor, LLC. Includes 2,875,000 founder shares and 430,000 shares of common stock underlying the Private Units. The business address of Jupiter Sponsor LLC is 4651 Salisbury Road, Suite 400, Jacksonville, Florida, 32256..

(3)Based upon a total of 14,805,000 shares of common stock outstanding at April 7, 2022.

(4)Based on a Schedule 13G/A filed February 7, 2022, MMCAP International Inc. SPC and MM Asset Management Inc. have shared voting power over these shares. The address of MMCAP International Inc. SPC is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands and the address of MM Asset Management Inc. is 161 Bay Street, TD Canada Trust Tower Ste 2240, Toronto, ON M5J 2S1 Canada.. .

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(5)Based on a Schedule 13G filed February 14, 2022, Karpus Investment Management and the other reporting persons identified have shared voting power over these shares. The address of Karpus Investment Management is 183 Sully's Trail, Pittsford, New York 14534

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Founder Shares

On February 3, 2021, our sponsor purchased an aggregate of 2,875,000 shares of our common stock for an aggregate purchase price of $25,000 in cash, or approximately $0.009 per share. We refer to these shares throughout this ~~prospectus~~Report as the “insider shares”. The number of insider shares issued was determined based on the expectation that such insider shares would represent 20% of the outstanding shares upon completion of our IPO (not including the private units, the shares of common stock and the shares issuable upon exercise of the private rights contained therein).

Private Placement Units

Simultaneously with the closing of the IPO and the subsequent exercise of the over-allotment option, our sponsor purchased an aggregate of 430,000 private units at a price of $10.00 per private unit ($4,300,000) in a private placement. The private units are identical to the units sold in the IPO offering. Additionally, our sponsor has agreed not to transfer, assign or sell any of the private units or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described above) until 30 days after the completion of our initial business combination.

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Related Party Loans

On May 1, 2021, our sponsor agreed to loan us up to $250,000 to be used for a portion of the expenses of our IPO. These loans were non-interest bearing, unsecured and were due the earlier of the closing of the IPO offering or the date we determine not to pursue this public offering. The loans were repaid in full upon the IPO closing out of the offering proceeds not held in the trust account.

 On October 21, 2022, in connection with the adoption of the Charter Amendment, we issued a note in the principal amount of $360,000 to our Sponsor. The note does not bear interest and matures upon closing of our initial business combination. In the event that we do not consummate a business combination, the note will be repaid only from amounts remaining outside of the Trust Account, if any.

On January 20, 2023, our Sponsor requested that we extend the date by which we must consummate an initial business combination from January 21, 2023 to February 21, 2023. Accordingly, on January 20, 2023, we issued a note in the initial principal amount of $120,000 to our Sponsor in connection with the six one-month extensions after the Charter Extension Date. 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. Also on January 20, 2023, our Sponsor deposited $120,000 into the trust account. Our Sponsor further requested that we exercise one-month extensions of the Termination Date on each of February 21, 2023 and March 21, 2023. Accordingly, the Sponsor deposited an aggregate of $159,321 into the trust account for the February and March 2023 monthly extensions and the remaining balance of $80,679 remains due to trust. These deposits enabled the Company to extend the Termination Date to April 21, 2023. These extensions are the first three of six one-month extensions permitted under the Company’s governing documents, as described in Note 1.

Working Capital Loans

In order to meet our working capital needs following the consummation of the IPO offering, our insiders, officers and directors may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon consummation of our business combination into additional private units at a price of $10.00 per private unit. Our stockholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. If we do not complete a business combination, any outstanding loans from our insiders or their affiliates, will be repaid only from amounts remaining outside our trust account, if any.

 The holders of our insider shares issued and outstanding on the date of this Report, as well as the holders of the private units (and underlying securities) and any shares our insiders or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of our IPO. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the units or shares issued in payment of working capital loans made to us can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

The holders of our insider shares issued and outstanding on the date of this prospectus, as well as the holders of the private units (and underlying securities) and any shares our insiders or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of our IPO. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the units or shares issued in payment of working capital loans made to us can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

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Administrative Services Agreement

We have agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services commencing on the date that the securities were first listed on the Nasdaq, subject to deferral until consummation of our initial Business Combination. Upon completion of our initial Business Combination or our liquidation, we will cease paying.

General

Other than the fees described above, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to our insiders or any of the members of our management team, for services rendered to us prior to, or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.41

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combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.

After our initial business combination, members of our management team who remain with us may be paid consulting, board, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of a stockholder meeting held to consider our initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested independent directors, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

 Related Party Policy

Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related party ~~policy~~transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer or director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer or director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position

We also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

 To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our insiders, officers or directors unless we have obtained an opinion from an independent investment banking firm and the approval of a majority of our disinterested and independent directors (if we have any at that time) that the business combination is fair to our unaffiliated stockholders from a financial point of view. In no event will our insiders, or any of the members of our management team be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

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of our management team be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. For a description of the director independence, see “Item 10—Directors, Executive Officers and Corporate Governance”.

Nasdaq listing standards require that a majority of our board of directors be independent. For a description of the director independence, see “— Part III, Item 10 - Directors, Executive Officers and Corporate Governance”.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The firm of BDO USA, LLP, or BDO, acts as our independent registered public accounting firm. The following is a summary of fees paid to BDO for services rendered.

~~Audit~~Table ~~Fees.~~of For the period from January 22, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were approximately $157,346, for the services BDO performed in connection with our S-1 registration statement, Initial Public Offering and the regulatory filings.Contents

Audit Fees. For the year ended December 31, 2022 and for the period from January 22, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting firm were approximately $100,000 and $202,346, respectively, for the services BDO performed in connection with our S-1 registration statement, Initial Public Offering and the regulatory filings.

Audit-Related Fees. For the year ended December 31, 2022 and for the period from January 22, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

Tax Fees. For the year ended December 31, 2022 and for the period from January 22, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did not render any services related to tax compliance, tax advice and tax planning.

~~Tax~~All Other Fees. For the year ended December 31, 2022 and for the period from January 22, 2021 (inception) through December 31, 2021, ~~fees for~~ our independent registered public accounting firm ~~were~~did ~~approximately~~not ~~$0,~~render ~~for~~any ~~the~~other services other ~~BDO~~than ~~performed~~those inset ~~connection~~forth ~~with tax compliance, tax advice and tax planning~~above.

All Other Fees. For the period from January 22, 2021 (inception) through December 31, 2021, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed in connection with the effectiveness of our registration statement for our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).43

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PART IV

ITEM 15.EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this Form 10-K:

(1)

Consolidated Financial Statements:


		Page
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders’ Deficit		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7

Page

(2)

Consolidated Financial Statement Schedules:

None.

(3)

Exhibits

The following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.

Exhibit No.Description


Exhibit No.		Description

1.1		Underwriting Agreement, dated October 18, 2021, by and between the Company and Chardan Capital Markets, LLC (2)

2.1		Business Combination Agreement, dated as of October 14, 2022, by and among Blockchain Moon Acquisition Corp., Malibu Parent Inc., Hermosa Merger Sub LLC and DLTx ASA (3)

3.1		Amended and Restated Certificate of Incorporation dated October 18, 2021(2)

3.2		Certificate of Incorporation (1)

3.3		Bylaws (1)

3.4		Amendment to the Amended and Restated Certificate of Incorporation (4)

4.1		Rights Agreement, dated October 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company (2)

4.2		Warrant Agreement, dated October 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company (2)

4.3		Unit Purchase Option, dated October 18, 2021, by and between the Company and Chardan Capital Markets, LLC (2)

4.4		Specimen Unit Certificate (1)

4.5		Specimen Common Stock Certificate.(1)

Exhibit No.		Description

1.1		Underwriting Agreement, dated October 18, 2021, by and between the Company and Chardan Capital Markets, LLC (2)
3.1		Amended and Restated Certificate of Incorporation dated October 18, 2021(2)

3.2		Certificate of Incorporation.(1)

3.3		Bylaws. (1)

4.1		Rights Agreement, dated October 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company (2)
4.2		Warrant Agreement, dated October 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company (2)
4.3		Unit Purchase Option, dated October 18, 2021, by and between the Company and Chardan Capital Markets, LLC; (2)
4.4		Specimen Unit Certificate. (1)

4.5		Specimen Common Stock Certificate.(1)

4.5		Specimen Rights Certificate (1)

10.1		Insider Letter Agreements, dated October 18, 2021, by and between the Company and each of the Company’s officers, directors and initial stockholders (2)

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4.5		Specimen Rights Certificate (1)

10.1		Insider Letter Agreements, dated October 18, 2021, by and between the Company and each of the Company’s officers, directors and initial stockholders (2)
10.2		Investment Management Trust Agreement, dated October 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company (2)
10.3		Stock Escrow Agreement, dated October 18, 2021, by and among the Company, Continental Stock Transfer & Trust Company and the initial stockholders of the Company (2)
10.4		Registration Rights Agreement, dated October 18, 2021, by and among the Company and the initial stockholders of the Company (2)
10.5		Subscription Agreement, dated October 18, 2021, by and between the Company and Jupiter Sponsor LLC (2)
10.6		Indemnity Agreements, dated October 18, 2021, by and between the Company and each of the directors and officers of the Company (2)
10.7		Administrative Services Agreement, dated October 18, 2021, by and between the Company and Jupiter Sponsor LLC (2)

10.8		Sponsor Letter Agreement, dated as of October 14, 2022, by and among Jupiter Sponsor LLC, Blockchain Moon Acquisition Corp. and DLTx ASA (3)

10.9		Shareholder Support Agreement, dated as of October 14, 2022, by and among Blockchain Moon Acquisition Corp., DLTx ASA and certain shareholders of DLTx ASA (3)

10.10		Promissory Note, dated October 21, 2022, between the Blockchain Moon Acquisition Corp. and the Jupiter Sponsor LLC (4)

10.11		Promissory Note, dated January 20, 2023, between the Blockchain Moon Acquisition Corp. and the Jupiter Sponsor LLC (5)

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

104*		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*	Filed herewith.

**	Furnished herewith

(1)	Incorporated by reference to the Company’s Registration Statement on Form S-1, filed with the SEC on September 24, 2021

(2)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 8, 2021.

(3)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 17, 2022.

(4)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 21, 2022.

(5)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 23, 2023.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	BLOCKCHAIN MOON ACQUISITION CORP.
Dated: April 17, 2023
	By:	/s/ Enzo A. Villani
	Name:	Enzo A. Villani
	Title:	Chief Executive Officer and Chairman

	BLOCKCHAIN MOON ACQUISITION CORP.
Dated: April 13, 2022	By:	/s/ Enzo A. Villani
	Name:	Enzo A. Villani
	Title:	Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Enzo A. Villani	Chief Executive Officer and Chairman	April 17, 2023
Enzo A. Villani	(Principal Executive Officer)

/s/ Wes Levitt	Chief Financial Officer and Director	April 17, 2023
Wes Levitt	(Principal Accounting and Financial Officer)

/s/ James Haft	Director	April 17, 2023
James Haft

/s/ John Hopkins	Director	April 17, 2023
John Hopkins

/s/ John Jacobs	Director	April 17, 2023
John Jacobs

/s/ Carl Johnson	Director	April 17, 2023
Carl Johnson

/s/ David Shafrir	Director	April 17, 2023
David Shafrir

/s/ Michael Terpin	Director	April 17, 2023
Michael Terpin

Signature	Title	Date
/s/ Enzo A. Villani	Chief Executive Officer and Chairman	April 13, 2022
Enzo A. Villani	(Principal Executive Officer)
/s/ Wes Levitt	Chief Financial Officer and Director	April 13, 2022
Wes Levitt	(Principal Accounting and Financial Officer)
/s/ James Haft	Director	April 13, 2022
James Haft
/s/ John Jacobs	Director	April 13, 2022
John Jacobs
/s/ David Shafrir	Director	April 13, 2022
David Shafrir

/s/ Michael Terpin	Director	April 13, 2022
Michael Terpin

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BLOCKCHAIN MOON ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

		Page
		Page
Report of Independent Registered Public Accounting Firm (BDO USA, LLP New York, NY, PCAOB ID #243)		F-2
Financial Statements:
Balance Sheet as of December 31, 2021		F-3
Balance Sheets		F-3
Statement of Operations for the period from January 22, 2021 (inception) to December 31, 2021		F-4
Statements of Operations		F-4
Statement of Changes in Stockholders’ Deficit for the period from January 22, 2021 (inception) to December 31, 2021		F-5
Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders’ Deficit		F-5
Statement of Cash Flows for the period from January 22, 2021 (inception) to December 31, 2021		F-6
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7 to F-23

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Blockchain Moon Acquisition Corp.

~~New York~~Jacksonville, NYFL

Opinion on the Financial Statements

~~Opinion~~We onhave ~~Financial~~audited ~~Statements~~the accompanying balance sheets of Blockchain Moon Acquisition Corp. (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in common stock subject to possible redemption and stockholders’ deficit, and cash flows for the year ended December 31, 2022 and for the period from January 22, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from January 22, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheet of Blockchain Moon Acquisition Corp. (the “Company”) as of December 31, 2021, the related statements of operations, changes in common stock subject to possible redemption and stockholders’ deficit, and cash flows for the period from January 22, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from January 22, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, as of December 31, 2022, the Company does not have sufficient cash and working capital to sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, as of December 31, 2021, the Company does not have sufficient cash and working capital to sustain its operations which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

/s/ BDO USA, LLP

We have served as the Company’s auditor since 2021.

We have served as the Company's auditor since 2021.

New York, New York

April 17, 2023

April 13, 2022

F-2

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BLOCKCHAIN MOON ACQUISITION CORP.

BALANCE SHEETS


	December 31,
	2022		2021
Assets
Current assets:
Cash	$	189,771	$	831,693
Due from Related Party		—		37,778
Prepaid expenses		134,437		405,319
Total current assets		324,208		1,274,790
Investments held in Trust account		18,430,006		115,010,229
Total Assets	$	18,754,214	$	116,285,019

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accrued expenses	$	4,336,547	$	131,381
Accrued offering costs		—		75,000
Income taxes payable		198,311		—
Due to Related Party		82,223		—
Extension Loan		345,005		—
Conversion Option Liability		20,104		—
Total current liabilities		4,982,190		206,381

Warrant liability		9,334		175,861
Deferred underwriters’ discount		4,025,000		4,025,000
Total Liabilities		9,016,524		4,407,242

Commitments and Contingencies
Common stock subject to possible redemption $0.0001 par value; 1,775,892 and 11,500,000 shares at redemption value, at December 31, 2022 and 2021, respectively		18,430,006		115,010,229

Stockholder’s Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,305,000 shares issued and outstanding (excluding 1,775,892 and 11,500,000 shares subject to possible redemption, respectively) as of December 31, 2022 and 2021, respectively		331		331
Additional paid-in capital		—		—
Accumulated deficit		(8,692,647)		(3,132,783)
Total Stockholders’ deficit		(8,692,316)		(3,132,452)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	18,754,214	$	116,285,019

BALANCE SHEET


	December 31,
	2021
Assets
Current assets:
Cash and cash equivalents	$	831,693
Due from Related Party		37,778
Prepaid expenses		405,319
Total current assets		1,274,790
Investments held in Trust account		115,010,229
Total Assets	$	116,285,019

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accrued expenses	$	131,381
Accrued offering costs		75,000
Total current liabilities		206,381
Warrant liability		175,861
Deferred underwriters’ discount		4,025,000
Total Liabilities		4,407,242

Commitments and Contingencies
Common stock subject to possible redemption $0.0001 par value; 11,500,000 shares at $10.00 per share redemption value		115,010,229

Stockholder’s Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,305,000 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption)		331
Additional paid-in capital		—
Accumulated deficit		(3,132,783)
Total Stockholders’ deficit		(3,132,452)

Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	116,285,019

The accompanying notes are an integral part of these financial statements.

F-3

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BLOCKCHAIN MOON ACQUISITION CORP.

~~STATEMENT~~STATEMENTS OF OPERATIONS


	~~For the~~		For the Period
	~~Period~~		from January 22,
	~~from~~For the		2021
	~~January 22,~~Year		(Inception)
	~~2021~~ended		through
	~~(Inception)~~December 31,		December 31,
	~~through~~2022		2021
	December 31,
Formation and operating costs	$	5,406,038	$	278,354
	2021
Loss from Operations		(5,406,038)		(278,354)
Formation and operating costs	$	278,354

Loss from Operations		(278,354)
Other income

Realized gain on marketable securities held in Trust Account		963,636		10,229
Other income /(expense)
v		191,490		—
Interest and gain on fair value changes of marketable securities (net), held in Trust Account		10,229
Interest Expense		(5,271)		—
Offering costs allocated to private warrants		(679)
Change in fair value of Conversion Option liability		162		—
Change in fair value of warrant liability		(60,676)
Offering costs allocated to private warrants		—		(679)
Total other expense		(51,126)
Change in fair value of warrant liability		166,527		(60,676)

Total other income, net		1,316,544		(51,126)
Net loss	$	(329,480)


Loss before provision for income taxes		(4,089,494)		(329,480)
Basic and diluted weighted average shares outstanding, Common Stock, subject to possible redemption		2,385,174
Provision for income taxes		(198,311)		—
Basic and diluted net income per share, Common Stock, subject to possible redemption	$	0.81
Net loss	$	(4,287,805)	$	(329,480)
Basic and diluted weighted average shares outstanding, Common Stock		2,575,392

Basic and diluted net loss per share, Common Stock	$	(0.88)
Basic and diluted weighted average shares outstanding, Common Stock, subject to possible redemption		9,528,537		2,385,174
Basic and diluted net (loss) income per share, Common Stock, subject to possible redemption	$	(0.30)	$	0.81
Basic and diluted weighted average shares outstanding, Common Stock		3,305,000		2,575,392
Basic and diluted net loss per share, Common Stock	$	(0.43)	$	(0.88)

The accompanying notes are an integral part of these financial statements.

F-4

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BLOCKCHAIN MOON ACQUISITION CORP.

~~STATEMENT~~STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM JANUARY 22, 2021 (INCEPTION)

THROUGH DECEMBER 31, 2021


	Common Stock Subject to								~~Additional~~						~~Total~~	Total
	Possible Redemption			~~Common Stock~~	Common Stock				~~Paid-in~~			~~Accumulated~~	Accumulated		~~Stockholders’~~	Stockholders’
	Shares	Amount		~~Shares~~	Shares	~~Amount~~	Amount		~~Capital~~	Capital		~~Deficit~~	Deficit		~~Deficit~~	Deficit
Balance as of January 22, 2021 (inception)	—	$	—	—	—	$	—$	—	$	—$	—	$	—$	—	$	—$	—
Common stock issued to Sponsor	—		—	~~2,875,000~~	2,875,000		~~288~~	288		~~24,712~~	24,712		—	—		~~25,000~~	25,000
Sales of public units, net of issuance cost	11,500,000		105,212,293	—	—		—	—		~~2,785,049~~	2,785,049		—	—		~~2,785,049~~	2,785,049
Proceeds from sale of 430,000 Private Placement Units, net of fair value of warrant liability	—		—	~~430,000~~	430,000		43	43		~~4,184,772~~	4,184,772		—	—		~~4,184,815~~	4,184,815
Proceeds from Unit Purchase Option	—		—	—	—		—	—		~~100~~	100		—	—		~~100~~	100
Remeasurement of Common Stock to redemption value	—		9,797,936	—	—		—	—		~~(6,994,633)~~	(6,994,633)		~~(2,803,303)~~	(2,803,303)		~~(9,797,936)~~	(9,797,936)
Net loss	—		—	—	—		—	—		—	—		~~(329,480)~~	(329,480)		~~(329,480)~~	(329,480)
Balance as of December 31, 2021	11,500,000	$	115,010,229	~~3,305,000~~	3,305,000	$	~~331~~	331	$	—	—	$	~~(3,132,783)~~	(3,132,783)	$	~~(3,132,452)~~	(3,132,452)
Remeasurement of Common Stock to redemption value	—		1,272,059		—			—			—			(1,272,059)			(1,272,059)
Redemption of Common Stock	(9,724,108)		(97,852,282)		—			—			—			—			—
Net loss	—		—		—			—			—			(4,287,805)			(4,287,805)
Balance as of December 31, 2022	1,775,892	$	18,430,006		3,305,000		$	331		$	—		$	(8,692,647)		$	(8,692,316)

The accompanying notes are an integral part of these financial statements.

F-5

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BLOCKCHAIN MOON ACQUISITION CORP.

~~STATEMENT~~STATEMENTS OF CASH FLOWS


	~~For the Period~~		For the Period
	~~from January 22,~~		from January 22,
	~~2021~~For ~~(Inception)~~the Year		2021 (Inception)
	~~through~~Ended		through
	December 31,		December 31,
	~~2021~~2022		2021
Cash flows from Operating Activities:
Net loss	$	(~~329~~4,~~480~~287,805)	$	(329,480)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest and gain on fair value changes of marketable securities (net), held in Trust Account		(10,229)
Realized gain on marketable securities held in Trust Account		(963,636)		(10,229)
Offering costs allocated to private warrants		679
Accrued interest and dividends on marketable securities held in Trust Account		(58,819)		—
Change in fair value of warrant liability		60,676
Offering costs allocated to private warrants		—		679
Changes in current assets and current liabilities:
Change in fair value of warrant liability		(166,527)		60,676
Prepaid expenses		(405,319)
Change in fair value of conversion option liability		(162)		—
Due from related party		(37,778)
Amortization of debt discount		5,271		—
Accrued expenses		131,381
Changes in current assets and current liabilities:
Net cash used in operating activities		(590,070)
Prepaid expenses		270,882		(405,319)

Due from related party		37,778		(37,778)
Cash flows from Investing Activities:
Due to related party		82,223		—
Investments held in Trust Account		(115,010,229)
Income taxes payable		198,311		—
Net cash used in investing activities		(115,010,229)
Accrued expenses		4,205,166		131,381

Net cash used in operating activities		(677,318)		(590,070)
Cash flows from Financing Activities:

Proceeds from Initial Public Offering, net of underwriters’ commissions		112,700,000
Cash flows from Investing Activities:
Proceeds from issuance of Private Placement Units		4,300,000
Investments of cash in Trust Account		(360,000)		(115,000,000)
Proceeds from issuance of promissory note to related party		75,000
Purchase of investment held in Trust Account		(461,192,363)		—
Proceeds from underwriters’ unit purchase option		100
Redemption of investments in Trust Account		461,059,692		—
Repayment of promissory note to related party		(75,000)
Cash withdrawn from Trust Account to pay franchise and income taxes		243,067		—
Payment of offering costs		(578,337)
Cash withdrawn from Trust Account in connection with redemption		97,852,282		—
Net cash provided by financing activities		116,421,763
Net cash provided by (used in) investing activities		97,602,678		(115,000,000)

Net change in cash		831,693
Cash flows from Financing Activities:
Cash, beginning of the period		—

Cash, end of the period	$	831,693
Proceeds from Initial Public Offering, net of underwriters’ commissions		—		112,700,000

Proceeds from issuance of Private Placement Units		—		4,300,000
Supplemental disclosure of noncash investing and financing activities:
Proceeds from issuance of promissory note to related party		360,000		75,000
Deferred underwriters’ discount payable charged to additional paid-in capital	$	4,025,000
Proceeds from underwriters’ unit purchase option		—		100
Accretion of Common Stock to redemption value	$	9,797,936
Repayment of promissory note to related party		—		(75,000)
Accrued offering costs	$	75,000
Payment of offering costs		(75,000)		(578,337)
Redemption of common stock		(97,852,282)		—
Net cash (used in) provided by financing activities		(97,567,282)		116,421,763

Net change in cash		(641,922)		831,693
Cash, beginning of the period		831,693		—
Cash, end of the period	$	189,771	$	831,693

Supplemental disclosure of noncash investing and financing activities:
Deferred underwriters’ discount payable charged to additional paid-in capital	$	—	$	4,025,000
Initial recognition of conversion option liability	$	20,266	$	—
Accretion of Common Stock to redemption value	$	1,272,059	$	9,797,936
Accrued offering costs	$	—	$	75,000

The accompanying notes are an integral part of these financial statements.

F-6

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~~BLOCKCHAIN~~NOTE ~~MOON~~1. ~~ACQUISITION~~DESCRIPTION ~~CORP.~~OF ORGANIZATION AND BUSINESS OPERATIONS

NOTES TO FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Organization and General

Blockchain Moon Acquisition Corp. (the "“Company"”) is a ~~newly organized~~ blank check company incorporated in Delaware on January 22, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar ~~Business~~business ~~Combination~~combination with one or more businesses. ("Business Combination"). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. While the Company may pursue an initial ~~Business~~business ~~Combination~~combination target in any business, industry or geographical location, it intends to focus its search on high growth businesses in blockchain technologies in North America, Europe, and Asia.

The Company has selected December 31 as its fiscal year end.

As of December 31, ~~2021~~2022, the Company had not commenced any operations. All activity for the period from January 22, 2021 (inception) through December 31, ~~2021~~2022 relates to the Company'’s formation, the IPO described below and searching for a ~~Business~~business ~~Combination~~combination target. The Company will not generate any operating revenues until after the completion of its initial ~~Business~~business ~~Combination~~combination, at the earliest. The Company ~~will~~generates ~~generate~~ non-operating income in the form of interest income onand ~~cash~~gains ~~and~~from ~~cash~~the ~~equivalents~~marketable ~~from~~securities held in the ~~proceeds~~Trust ~~derived~~Account (as defined below), and gains or losses from the ~~Initial~~change ~~Public~~in ~~Offering~~fair (value of the ~~"IPO")~~warrant liabilities. It is an emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Sponsor and IPO Financing

The Company'’s ~~Sponsor~~sponsor is Jupiter Sponsor LLC, a Delaware limited liability company (the "“Sponsor"”). The registration statement for the Company’s IPO was declared effective on October 18, 2021 (the “Effective Date”). On October 21, 2021, the Company consummated its IPO of 10,000,000 units at $10.00 per unit (the "“Units"”), for a gross proceeds of $100,000,000, which is discussed in Note 3, and the sale of 400,000 units to the Sponsor, (the "“Private Units"”) at a price of $10.00 per Unit, for a gross proceeds of $4,000,000, in a private placement that closed simultaneously with the IPO. Each Unit consists of one share of common stock, one warrant and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial ~~Business~~business ~~Combination~~combination, as described in Note 3. Each warrant entitles the registered holder to purchase one-half (1/2) of a share of common stock at a price of $11.50 per full share, subject to certain adjustments. The Company'’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a ~~Business~~business ~~Combination~~combination. The underwriters ~~have~~had a 45-day option from the date of IPO to purchase up to an additional 1,500,000 units to cover over-allotments, if any. On October 26, 2021 the underwriters fully exercised their over-allotment option, resulting in total gross proceeds to the Company of $15,000,000.

Transaction costs related to the IPO and overallotment amounted to $7,003,337 consisting of $2,300,000 of underwriting commissions, $4,025,000 of deferred underwriting commissions, and $678,337 of other offering costs, of which $679 was allocated to the private warrants underlying the Private Units (the “Private Warrants”) and recorded in operations, $180,585 was allocated to the public warrants issued in connection with the IPO (the “Public Warrants”) and charged against additional paid-in capital and $6,822,073 were allocated to common stock reducing the initial carrying amount of such shares.

Trust Account

Following the closing of the ~~Initial~~IPO ~~Public Offering~~ on October 21, 2021 and the ~~fully~~full exercise of the over-allotment option by the underwriters on October 26, 2021, an amount of $115,000,000 from the net proceeds of the sale of the Units in the ~~Initial Public Offering~~ IPO, sale of the Units in the over-allotment option and the sale of the Private Units were placed in a trust account (the “Trust Account”) and were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial ~~Business~~business ~~Combination~~combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated articles and memorandum of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete an initial business combination within 12 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within 12 months from the closing of the IPO, the return of the funds held in the Trust Account to the public stockholders as part of redemption of the public shares.

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Table of Contents

~~public~~In ~~shares~~connection ifwith the ~~Company~~Extension ~~does~~Meeting, ~~not~~as ~~complete~~described below, the ~~initial~~Company ~~Business~~extended ~~Combination within 12 months from~~ the ~~closing~~date of ~~the~~which ~~Initial~~it ~~Public~~has ~~Offering or (B) with respect~~ to ~~any~~consummate ~~other~~a ~~provision~~business ~~relating~~combination ~~to stockholders’ rights or pre-initial Business Combination activity; or (iii) absent~~ an ~~initial~~additional ~~Business~~three ~~Combination within 12~~ months ~~from~~with the ~~closing~~option ofto ~~the~~extend ~~Initial~~on ~~Public~~a ~~Offering,~~monthly ~~the~~basis ~~return~~for ofup ~~the funds held in the Trust Account~~ to ~~the~~six ~~public~~times ~~stockholders~~by asan ~~part~~additional ofone ~~redemption~~month ofthrough ~~the~~July ~~public~~21, ~~shares~~2023.

Initial Business Combination

The Company'’s ~~Business~~business ~~Combination~~combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding any deferred underwriter'’s fees and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial ~~Business~~business ~~Combination~~combination. However, the Company will only complete a ~~Business~~business ~~Combination~~combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a ~~Business~~business ~~Combination~~combination.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial ~~Business~~business ~~Combination~~combination either (i) in connection with a stockholder meeting called to approve the initial ~~Business~~business ~~Combination~~combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial ~~Business~~business ~~Combination~~combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial ~~Business~~business ~~Combination~~combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial ~~Business~~business ~~Combination~~combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions that the Company will pay to the underwriters.

If the Company holds a stockholder vote or there is a tender offer for shares in connection with an ~~Initial~~initial ~~Business~~business ~~Combination~~combination, a stockholder will have the right to redeem his, her or its public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the ~~Initial~~initial ~~Business~~business ~~Combination~~combination, including interest not previously released to the Company to pay its taxes. As a result, such public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board ("“FASB"”) Accounting Standards Codification ("“ASC"”) 480, "“Distinguishing Liabilities from Equity."”

The Company ~~will~~initially ~~have~~had ~~only~~ 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate a ~~Business~~business ~~Combination~~combination by the maximum amount as described in more detail below) to complete its initial ~~Business~~business ~~Combination~~combination (the "“Combination Period"”). On October 19, 2022, the Company held an extension meeting to approve an amendment to the Company’s amended and restated certificate of incorporation to allow the Company to have 15 months from the closing of the IPO (or up to 24 from the closing of the IPO if the Company extends the period of time to consummate a business combination by the maximum amount as described in more detail below) to complete its initial business combination. If the Company is unable to complete an initial ~~Business~~business ~~Combination~~combination within such period, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders'’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company'’s remaining stockholders and its board of directors, liquidate and dissolve, subject in each case to the Company'’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company'’s rights, which will expire worthless if the Company fails to complete its initial ~~Business~~business ~~Combination~~combination within the Combination Period.

The Sponsor, officers and directors have agreed to (i)  waive their redemption rights with respect to their Founder Shares and any public shares they purchase in connection with the completion of the initial ~~Business~~business ~~Combination~~combination and (ii) to waive their redemption rights with respect to their founder shares if the Company fails to complete its initial ~~Business~~business ~~Combination~~combination within the Combination Period (although they will be entitled to redemption rights with respect to any public shares they hold if the Company fails to complete ~~its~~business ~~Business~~combination ~~Combination~~ within the prescribed time frame); and (iii)  vote their Founder Shares and any public shares purchased during or after the IPO in favor of ~~the~~an initial ~~Business~~business ~~Combination~~combination.

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The Company'’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company'’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii)  such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company'’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor'’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations.

Going Concern and Liquidity

As of December 31, ~~2021~~2022, the Company had $~~831~~189,~~693~~771 in cash and a working capital deficit of $14,~~068~~657,~~409~~982. Prior to the consummation of the IPO, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 5) to the Sponsor, and a $250,000 in note payable to the Sponsor. Subsequent to the consummation of the ~~Initial Public Offering~~IPO, the Company received the net proceeds not held in the Trust Account of approximately $1.4 million.

The Company ~~will have 12 months from the closing of the IPO (until October 21, 2022) to consummate an initial Business Combination. The Company~~ has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a ~~Business~~business ~~Combination~~combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

InOn ~~addition~~October 19, in2022, ~~order~~the toCompany ~~finance~~held ~~transaction~~the ~~costs~~Extension inMeeting ~~connection~~(the ~~with~~“Extension aMeeting”) ~~Business~~to ~~Combination,~~approve an amendment to the ~~Sponsor~~Company’s oramended anand ~~affiliate~~restated certificate of incorporation (the ~~Sponsor,~~“Charter orAmendment”) ~~certain~~to ofextend the ~~Company’s~~date ~~officers~~(the ~~and~~“Termination ~~directors~~Date”) ~~may,~~by ~~but~~which ~~are~~the ~~not~~Company ~~obligated~~has to, ~~loan~~consummate ~~the~~a ~~Company~~business ~~Working~~combination ~~Capital~~from ~~Loans~~October 21, 2022 (~~Note~~the ~~5).~~“Original ~~Except~~Termination ~~for~~Date”) ~~the~~to ~~foregoing~~January 21, 2023 (the ~~terms~~“Charter ofExtension ~~such~~Date”) ~~Working~~and ~~Capital~~to ~~Loans,~~allow ifthe ~~any~~Company, ~~have~~without ~~not~~another ~~been~~stockholder ~~determined~~vote, ~~and~~to noelect ~~written~~to ~~agreements~~extend ~~exist~~the ~~with~~Termination ~~respect~~Date to ~~such~~consummate ~~loans.~~a ~~The~~business ~~Working~~combination ~~Capital~~on ~~Loans~~a ~~would~~monthly ~~either~~basis befor ~~repaid~~up ~~upon~~to ~~consummation~~six oftimes aby ~~Business~~an ~~Combination,~~additional ~~without~~one ~~interest,~~month oreach time after the Charter Extension Date, atby resolution of the ~~lender~~Company’s ~~discretion~~board of directors, upif torequested ~~$1.5~~by ~~million~~the ofSponsor, ~~such~~and ~~Working~~upon ~~Capital~~five ~~Loans~~days’ ~~may~~advance benotice ~~convertible~~prior ~~into~~to ~~warrants~~the atapplicable aTermination ~~price~~Date, ofuntil ~~$10.00~~July ~~per~~21, ~~unit.~~2023, ~~The~~or ~~units~~a ~~would~~total beof ~~identical~~up to ~~the~~nine ~~Private~~months ~~Placement~~after ~~Units.~~the AsOriginal ofTermination ~~December 31~~Date, ~~2021,~~unless the closing of the Company’s ~~has~~initial nobusiness ~~borrowings~~combination ~~under~~shall ~~the~~have ~~Working~~occurred ~~Capital~~prior ~~Loans~~thereto.

InAccordingly, ~~connection~~on ~~with~~October 21, 2022, the Company's ~~assessment~~issued ofan ~~going~~unsecured ~~concern~~promissory ~~considerations~~note in ~~accordance~~the ~~with~~principal ~~Financial~~amount ~~Accounting~~of ~~Standard~~$360,000 ~~Board's Accounting Standards Codification~~ (the “~~ASC~~Note”) ~~Topic~~to ~~205-40,~~the ~~“Basis~~Sponsor. ofThe ~~Presentation~~Note –does ~~Going~~not ~~Concern”,~~bear interest and matures upon closing of the Company’s ~~has~~initial ~~until~~business ~~October~~combination. ~~21,~~In ~~2022~~the ~~(absent~~event ~~any~~that ~~extensions~~the ofCompany ~~such~~does ~~period~~not byconsummate ~~the~~a ~~Sponsor~~business combination, ~~pursuant~~the toNote ~~the~~will ~~terms~~be ~~described~~repaid ~~above)~~only tofrom ~~consummate~~amounts remaining outside of the ~~proposed~~Trust ~~Business~~Account, ~~Combination~~if any. ItThe isproceeds ~~uncertain~~of ~~that~~ the ~~Company~~Note ~~will~~have bebeen ~~able~~deposited toin ~~consummate~~ the ~~proposed~~Trust ~~Business~~Account ~~Combination~~in byconnection ~~this~~with ~~time~~the Charter Amendment. IfUpon consummation of a ~~Business~~business ~~Combination~~combination, isthe ~~not~~Payee ~~consummated~~shall byhave ~~this~~the ~~date~~option, ~~there~~but ~~will~~not bethe aobligation, ~~mandatory~~to ~~liquidation~~convert ~~and~~the ~~subsequent~~Principal ~~dissolution~~Amount of ~~the~~this ~~Company.~~Note, ~~Management~~in ~~has~~whole ~~determined~~or ~~that~~in part at the ~~mandatory~~option ~~liquidation~~of the Payee, ~~should~~into aunits ~~Business~~of ~~Combination~~the ~~not~~Maker ~~occur~~(each, ~~and~~a ~~potential~~“Private ~~subsequent~~Placement ~~dissolution~~Unit”), ~~raises~~each ~~substantial~~Private ~~doubt~~Placement ~~about~~Unit ~~the~~consisting ~~Company's~~of ~~ability~~one toshare ~~continue~~of ascommon astock ~~going~~of ~~concern.~~the NoMaker, ~~adjustments~~one ~~have~~warrant ~~been~~to ~~made~~purchase toone-half ~~the~~of ~~carrying~~one ~~amounts~~share of ~~assets~~common orstock ~~liabilities~~of ~~should~~ the ~~Company~~Maker beand ~~required~~one right to ~~liquidate~~purchase ~~after~~one-tenth ~~October~~of ~~21,~~one ~~2022.~~share ~~The~~of ~~Company~~common ~~intends~~stock toof ~~complete~~ the ~~proposed~~Maker. ~~Business~~The ~~Combination~~Private ~~before~~Placement ~~the~~Units ~~mandatory~~shall ~~liquidation date. However, there can~~ be noidentical ~~assurance~~to ~~that~~ the ~~Company~~private ~~will~~placement beunits ~~able~~issued to ~~consummate~~the ~~any~~Payee ~~Business~~at ~~Combination~~the bytime ~~October~~of ~~21,~~the ~~2022~~Maker’s IPO.

In connection with the vote to approve the Charter Amendment, the holders of 9,724,108 public shares of our common stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.06 per share, for an aggregate redemption amount of $97,852,282. Following such redemptions on October 19, 2022, approximately $17,870,500 was left in trust and 1,775,892 shares of common stock held by public stockholders remained outstanding.

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On January 20, 2023, 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”).⁵ 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 Sponsor further requested that the Company exercise one-month extensions of the Termination Date on each of February 21, 2023 and March 21, 2023. Accordingly, the Sponsor deposited an aggregate of $159,321 into the trust account for the February and March 2023 monthly extensions and the remaining balance of $80,679 remains due to trust. These deposits enabled the Company to extend the Termination Date to April 21, 2023. These extensions are the first three of six one-month extensions permitted under the Company’s governing documents, as described in this Report.

In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (Note 5). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of December 31, 2022, the Company has no borrowings under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s ASC Topic 205-40, “Basis of Presentation - Going Concern”, the Company has until April 21, 2023 (absent any extensions of such period by the Sponsor, pursuant to the terms described above) to consummate a business combination. It is uncertain that the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 21, 2023. The Company intends to complete a business combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by April 21, 2023.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company'’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The accompanying financial statements does not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

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Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

~~F-9~~NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Note 2 – Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in ~~conformity~~U.S. ~~with~~dollars ~~generally~~and ~~accepted~~have been prepared in accordance with accounting principles generally accepted in the United  States of America (~~"US~~“U.S. GAAP"”) and pursuant to the accounting and disclosure rules and regulations of the ~~U.S.~~ Securities and Exchange Commission (the "“SEC"”).

Emerging Growth Company ~~Status~~

The Company is an "“emerging growth company,"” as defined in Section  2(a) of the Securities Act ~~of 1933~~, as ~~amended, (the "Securities Act"), as~~ modified by the Jumpstart ~~our~~Our Business Startups Act of 2012, (the "“JOBS Act"”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the ~~auditor~~independent registered public accounting firm attestation requirements of Section  404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

  Further, Section  102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of ~~the~~ financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~Actual results could differ from those estimates.~~

 Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial ~~statement~~statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. ~~The Company had cash of $831,693 and no cash equivalents as of December 31, 2021.~~

~~Investments Held in Trust Account~~F-11

At December 31, 2021, the Company’s investments held in the Trust Account is comprised of $907 in cash and $115,009,322 in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on investment held in Trust Account. The estimated fair values of the investments held in the Trust Account are determined using available market information (see Note 7).

Offering Costs

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~~underwriting~~Investment ~~commissions,~~Held ~~and $678,337 of other offering costs, of which $679 was allocated to the Private Warrants and recorded~~ in ~~operations,~~Trust ~~$180,585 was allocated to the Public Warrants and charged against additional paid-in capital and $6,822,073 were allocated to common stock reducing the initial carrying amount of such shares~~Account

At December 31, 2022, the Company’s investments held in the Trust Account is comprised of $0 in cash and $18,430,006 in money market funds which are invested primarily in U.S. Treasury Securities. At December 31, 2021, the Company’s investments held in the Trust Account is comprised of $907 in cash and $115,009,322 in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on investment held in Trust Account. The estimated fair values of the investments held in the Trust Account are determined using available market information (see Note 7).

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $7,003,337 as a result of the IPO and over-allotment consisting of $2,300,000 of underwriting commissions, $4,025,000 of deferred underwriting commissions, and $678,337 of other offering costs. Offering costs in the amount of $679 were allocated to the Private Warrants and recorded in operations, $180,585 of the offering costs were allocated to the Public Warrants and charged against additional paid-in capital and $6,822,073 of the offering costs were allocated to common stock reducing the initial carrying amount of such shares.

Fair Value of Financial Instruments

The fair value of the Company'’s assets and liabilities which qualify as financial instruments other than warrant liability approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Fair value measurements are classified on a three-tier hierarchy as follows:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

~~Warrant~~Common ~~Liability~~Stock Subject to Possible Redemption

~~The~~All ~~Company~~of ~~accounts~~the ~~for~~11,500,000 ~~Private Placement Warrants for~~ shares of ~~the Company's~~ common stock ~~that~~sold ~~are not indexed to its own shares~~ as ~~liabilities~~part atof ~~fair~~the ~~value~~Units onin the ~~balance~~IPO ~~sheet.~~contain ~~The~~a ~~warrants~~redemption ~~will~~feature bewhich ~~re-evaluated~~allows for the ~~proper~~redemption ~~accounting~~of ~~treatment~~such atpublic ~~each~~Shares ~~reporting~~in ~~period~~connection ~~and~~with ~~are~~the ~~subject~~Company’s toliquidation, ~~remeasurement~~if atthere ~~each~~is ~~balance~~a ~~sheet~~stockholder ~~date~~vote ~~and~~or ~~any~~tender ~~change~~offer in ~~fair~~connection ~~value~~with isthe ~~recognized~~Business asCombination aand ~~component~~in ofconnection ~~other~~with ~~income~~certain ~~(expense),~~amendments ~~net~~to on the ~~statement~~Company’s ofamended ~~operations.~~and ~~The~~restated ~~Company~~certificate ~~will~~of ~~continue~~incorporation. toIn ~~adjust~~accordance ~~the~~with ~~liability~~SEC ~~for~~and ~~changes~~its instaff’s ~~fair~~guidance ~~value~~on ~~until~~redeemable ~~the~~equity ~~earlier~~instruments, ofwhich ~~the~~has ~~exercise~~been orcodified ~~expiration~~in ofASC ~~the~~480-10-S99, ~~Private~~redemption ~~Placement~~provisions ~~Warrants.~~not Atsolely ~~that~~within ~~time,~~ the ~~portion~~control of the ~~liability~~Company ~~related~~require tocommon ~~the~~stock ~~Private~~subject ~~Placement~~to ~~Warrants~~redemption ~~will~~to be ~~reclassified~~classified tooutside ~~additional~~of ~~paid-in~~permanent ~~capital~~equity.

~~Net~~The ~~Income~~Company ~~(Loss)~~recognizes ~~Per~~changes ~~Share~~in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional paid-in capital, in accumulated deficit. On December 31, 2021, the Company accreted $9,797,936, of which $6,994,633 was recorded against additional paid in capital and the remaining $2,803,303 was recorded against accumulated deficit. For the year ended December 31, 2022, the Company accreted $1,272,059, which was recorded against accumulated deficit.

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As of December 31, 2022 and 2021, the common stock reflected in the balance sheets are reconciled in the following table:

The Company has two classes of shares, which are referred to as the redeemable common stock and the non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of shares. Net income (loss) per common stock is calculated by dividing the net income (loss) by the weighted average common stock outstanding for the respective period. Net loss for the period from inception to IPO was allocated fully to non-redeemable common stock. Diluted net loss per share attributable to common stockholders adjusts the basic net loss per share attributable to common stockholders and the weighted-average common stock outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted loss per common stock is the same as basic loss per common stock for the period presented. In addition, the Company has not considered the effect of the unit purchase option sold to the underwriter and/or its designees,in the calculation of diluted loss per share, since the exercise of the unit purchase option is contingent upon the occurrence of future events.


Gross proceeds	$	115,000,000
Less: Proceeds allocated to Public Warrants		(2,965,634)
Less: Common stock issuance costs		(6,822,073)
Add: Remeasurement of common stock to redemption value		9,797,936
Common stock subject to possible redemption, as of December 31, 2021		115,010,229
Add: Remeasurement of common stock to redemption value		1,272,059
Redemption		(97,852,282)
Common stock subject to possible redemption, as of December 31, 2022	$	18,430,006

~~With~~Warrant respect to the accretion of common stock subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as a dividend, paid to the stockholder in the calculation of the net income (loss) per common stock.Liabilities

The Company accounts for Private Placement Warrants for shares of the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Private Placement Warrants. At that time, the portion of the liability related to the Private Placement Warrants will be reclassified to additional paid-in capital.

~~F-11~~Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has not yet filed its 2021 tax return. There is no material interest or penalty due as there is no tax due with the 2021 return.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Loss per Common Share

The Company has two classes of shares, which are referred to as the redeemable common stock and the non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of shares. Net loss per common stock is calculated by dividing the net loss by the weighted average common stock outstanding for the respective period. Net loss for the period from inception to IPO was allocated fully to non-redeemable common stock. Diluted net loss per share attributable to common stockholders adjusts the basic net loss per share attributable to common stockholders and the weighted-average common stock outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted loss per common stock is the same as basic loss per common stock for the period presented. In addition, the Company has not considered the effect of the unit purchase option sold to

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~~The~~the ~~following~~underwriter ~~table~~and/or ~~reflects~~its designees, in the calculation of ~~basic~~diluted ~~and~~loss ~~diluted~~per ~~net~~share, ~~income~~since ~~(loss)~~the ~~per~~exercise ~~common~~of ~~stock~~the ~~(in~~unit ~~dollars,~~purchase ~~except~~option ~~per~~is ~~share~~contingent ~~amounts):~~upon the occurrence of future events.

With respect to the accretion of common stock subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as a dividend, paid to the stockholder in the calculation of the net loss per common stock.

The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts):


		~~For the period~~	For the period
		~~from January 22,~~	from January 22,
	For the Year	~~2021 (Inception)~~	2021 (Inception)
	Ended	~~to December 31,~~	through
	December 31,	~~2021~~	December 31,
Net loss	$	(329,480)
	2022		2021
Accretion of temporary equity to redemption value		(9,797,936)
Net loss	$	(4,287,805)	$	(329,480)
Net loss including accretion of temporary equity to redemption value	$	(10,127,416)
Accretion of temporary equity to redemption value		(1,272,059)		(9,797,936)

Net loss including accretion of temporary equity to redemption value	$	(5,559,864)	$	(10,127,416)


	For the ~~period~~Year ~~from January 22, 2021~~Ended				For the period from January 22, 2021
	~~(Inception) to~~ December 31, ~~2021~~2022				(Inception) through December 31, 2021
	Redeemable	~~Redeemable~~	Non Redeemable	~~Non Redeemable~~	Redeemable		Non Redeemable
Basic and diluted net income (loss) per share:
Basic and diluted net loss per share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	(74,~~863~~128,~~622~~041)	$	(21,~~263~~431,~~794~~823)	$	(7,863,622)	$	(2,263,794)
Deemed dividend for accretion of temporary equity to redemption value		91,~~797~~272,~~936~~059		—		9,797,936		—
Allocation of net income (loss)	$	1,934,314	$	(2,263,794)
Allocation of net (loss) income	$	(2,855,982)	$	(1,431,823)	$	1,934,314	$	(2,263,794)
Denominator:
Weighted-average shares outstanding		29,~~385~~528,~~174~~537		23,~~575~~305,~~392~~000		2,385,174		2,575,392
Basic and diluted net Income (loss) per common stock	$	0.81	$	(0.88)
Basic and diluted net (loss) income per common stock	$	(0.30)	$	(0.43)	$	0.81	$	(0.88)

In connection with the underwriters’ full exercise of their over-allotment option on October 26, 2021, 375,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes ("ASC 740"). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only "major" tax jurisdiction.

The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

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Table of Contents

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Common~~Recent ~~stock~~Accounting ~~Subject to Possible Redemption~~Standards

~~All~~In ofAugust 2020, the 11FASB issued Accounting Standards Update (“ASU”) 2020-06,~~500,000~~ ~~shares~~Debt of- ~~common~~Debt ~~stock~~with ~~sold~~Conversion asand ~~part~~Other ofOptions ~~the~~(Subtopic ~~Units~~470-20) and Derivatives and Hedging - Contracts in ~~the~~Entity’s ~~IPO~~Own ~~contain~~Equity a(Subtopic ~~redemption~~815-40) ~~feature~~(“ASU ~~which~~2020-06”) ~~allows~~to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the ~~redemption~~current models that require separation of ~~such~~beneficial ~~public~~conversion ~~Shares~~and incash ~~connection~~conversion ~~with~~features from convertible instruments and simplifies the ~~Company~~derivative scope exception guidance pertaining to equity classification of contracts in an entity’s ~~liquidation,~~own ifequity. ~~there~~The isnew astandard ~~stockholder~~also ~~vote~~introduces oradditional ~~tender~~disclosures ~~offer~~for inconvertible ~~connection~~debt ~~with~~and ~~the~~freestanding ~~Business~~instruments ~~Combination~~that are indexed to and settled in ~~connection~~an ~~with~~entity’s ~~certain~~own ~~amendments~~equity. toASU 2020-06 amends the ~~Company’s~~diluted ~~amended~~earnings ~~and~~per ~~restated~~share ~~certificate~~guidance, ofincluding ~~incorporation~~the requirement to use the if-converted method for all convertible instruments. InASU ~~accordance~~2020-06 ~~with~~is ~~SEC~~effective January 1, 2024 and ~~its~~should ~~staff’s~~be ~~guidance~~applied on ~~redeemable~~a ~~equity~~full ~~instruments~~or modified retrospective basis, ~~which~~with ~~has~~early ~~been~~adoption ~~codified~~permitted inbeginning ~~ASC~~on ~~480-10-S99~~January 1, ~~redemption~~2021. ~~provisions~~The Company has determined not ~~solely~~to ~~within~~early ~~the~~adopt. ~~control~~The ofCompany is currently assessing the ~~Company~~impact, ~~require~~if ~~common~~any, ~~stock~~that ~~subject~~ASU to2020-06 ~~redemption~~would tohave beon ~~classified~~its ~~outside~~financial position, results of ~~permanent~~operations ~~equity~~or cash flows.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paidF-in-capital, or in the absence of additional paid-in capital, in accumulated deficit. On December 31, 2021, the Company recorded an accretion of $9,797,936, $6,994,633 of which was recorded in additional paid in capital and $2,803,303 was recorded in accumulated deficit.14

As of December 31, 2021, the common stock reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	115,010,229
Less: Proceeds allocated to Public Warrants		(2,965,634)
Less: Common stock issuance costs		(6,822,073)
Add: Remeasurement of common stock to redemption value		9,797,936
Common stock subject to possible redemption	$	115,010,229

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has determined not to early adopt.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.

Note 3 — Initial Public Offering

On October 21, 2021, the Company sold 10,000,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $100.0 million. Each Unit consists of one share of common stock, one right ("Public Right") and one redeemable warrant ("Public Warrant"). Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial Business Combination. There will be no redemption rights or liquidating distributions with respect to the Company's rights, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period. Each Public Warrant entitles the holder to purchase one-half of one share of common stock at an exercise price of $11.50 per whole share. The Company deposited net proceeds of $98.0 million into the Trust Account.

The underwriters have a 45-day option from the date of IPO to purchase up to an additional 1,500,000 units (“Over-Allotment Option Units”) to cover over-allotments, if any. On October 26, 2021 the underwriters fully exercised their over-allotment option, purchasing

F-13

Table of Contents

~~1,500,000~~Management ~~units,~~does ~~generating~~not ~~additional~~believe ~~gross~~that ~~proceeds~~any ofother ~~$15~~recently issued,~~000,000.~~ ~~The~~but ~~Company~~not ~~deposited~~effective, ~~net~~accounting ~~proceeds~~standards, ofif ~~$14~~currently adopted,~~700,000~~ ~~into~~would have a material effect on the ~~Trust~~Company’s ~~Account~~financial statements.

~~Note~~NOTE 43. —INITIAL ~~Private~~PUBLIC ~~Placement~~OFFERING

On October 21, 2021, the Company sold 10,000,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $100.0 million. Each Unit consists of one share of common stock, one right (“Public Right”) and one Public Warrant. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination. There will be no redemption rights or liquidating distributions with respect to the Company’s rights, which will expire worthless if the Company fails to complete its initial business combination within the Combination Period. Each Public Warrant entitles the holder to purchase one-half of one share of common stock at an exercise price of $11.50 per whole share. The Company deposited net proceeds of $98.0 million into the Trust Account.

The underwriters had a 45-day option from the date of IPO to purchase up to an additional 1,500,000 units (“Over-Allotment Option Units”) to cover over-allotments, if any. On October 26, 2021 the underwriters fully exercised their over-allotment option, purchasing 1,500,000 units, generating additional gross proceeds of $15,000,000. The Company deposited net proceeds of $14,700,000 into the Trust Account.

NOTE 4. PRIVATE PLACEMENT

On October 21, 2021, simultaneously with the closing of the IPO, the Sponsor purchased from the Company 400,000 Private Units, at $10.00 per Private Unit, for a total purchase price of $4,000,000. Each Private Unit is identical to the Public Units, except as provided herein. Of the $4,000,000 gross proceeds, the Company deposited $2,000,000 into the Trust account.

On October 26, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 30,000 Private Units, generating gross proceeds to the Company of $300,000. The Company deposited the proceeds of $300,000 into the Trust Account.

The Private Units, underlying private shares of common stock and private rights and private warrants will not be transferable, assignable or salable until 30 days after the consummation of the initial Business Combination except to permitted transferees.

~~Note~~ NOTE 5. -RELATED ~~Related~~PARTY ~~Party Transactions~~TRANSACTIONS

Founder Shares

On February 3, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 2,875,000 shares of common stock, par value $0.0001 per share (the "“Founder Shares"”). The Founder Shares ~~include~~included an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option iswas not exercised by the underwriters in full. On October 26, 2021, the underwriters fully exercised their over-allotment option, so there iswas no forfeiture of shares.

The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of the initial ~~Business~~business ~~Combination~~combination and the date on which the closing price of the Company'’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30- trading day period following the consummation of the initial ~~Business~~business ~~Combination~~combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of ~~the~~an initial ~~Business~~business ~~Combination~~combination, or earlier in each case if, subsequent to the initial ~~Business~~business ~~Combination~~combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the "“Lock-up"”). The Founder Shares are held in escrow with Continental Stock Transfer & Trust Company during the period in which they are subject to the transfer restrictions described above.

~~Promissory~~Administrative ~~Note —~~Service ~~Related Party~~Fee

On May 1, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $250,000 to be used for a portion of the expenses of the IPO. This loan was nonF-interest bearing, unsecured and due at the earlier of the closing of the IPO or on the date the Company determines not to pursue the IPO. The Company drawn down $75,000 under the Note prior to the IPO and these amount was repaid in full at closing of the IPO. As of December 31, 2021, the is no balance outstanding under the promissory note.15

~~Due~~Table ~~from~~of ~~Related Party~~Contents

AsThe Company has agreed, commencing on the effective date of the IPO, to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Company’s initial business combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, the Company incurred and settled $120,000 for these services. For the period from January 22, 2021 (inception) through December 31, 2021, the ~~amount~~Company incurred and settled $24,666 for these services. For these services the Company had $82,223 included in due ~~from~~to related party ~~was~~as of December 31, 2022 and $37,778 ~~which~~included ~~was~~in ~~the~~due ~~over-repayment~~from torelated ~~the~~party ~~Sponsor~~as of December 31, 2021.

Promissory Notes — Related Party

On May 1, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $250,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing, unsecured and due at the earlier of the closing of the IPO or on the date the Company determines not to pursue the IPO. The Company drew down $75,000 under the promissory note prior to the IPO and this amount was repaid in full at closing of the IPO.

Related Party Loans

In order to finance transaction costs in connection with a ~~Business~~business ~~Combination~~combination, the Sponsor or an affiliate of the Sponsor or certain of the Company'’s officers and directors may, but are not obligated to, loan the Company funds as may be required ("“Working Capital Loans"”). If the Company completes a ~~Business~~business ~~Combination~~combination, the Company ~~would~~will repay the Working Capital Loans. In the event that a ~~Business~~business ~~Combination~~combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units. The terms of Working Capital Loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. At December 31, 2022 and 2021, no Working Capital Loans were outstanding.

~~F-14~~Extension Loans

The Company will have 12 months from the closing of the IPO to consummate an initial business combination. In addition, if the Company anticipates that it may not be able to consummate an initial business combination within 12 months, the insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 18 months to complete a business combination), provided that, pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company on the date of the IPO, the only way to extend the time available for the Company to consummate its initial business combination in the absence of a definitive agreement is for the insiders or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, to deposit into the Trust Account $1,150,000, ($0.10 per share in either case, or an aggregate of $2,300,000), on or prior to the date of the applicable deadline. In the event that they elected to extend the time to complete a business combination and deposited the applicable amount of money into trust, the insiders would receive a non-interest bearing, unsecured promissory note (the “Extension Loans”) equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of the initial business combination, or, at the relevant insider’s discretion, redeemed upon consummation of the Company’s initial business combination into additional Private Units at a price of $10.00 per unit.

On October 19, 2022, the stockholders of Blockchain Moon approved the Extension Amendment Proposal (as defined in Note 1) at the Extension Meeting. Accordingly, on October 21, 2022, the Company issued an unsecured promissory note in the principal amount of $360,000 (the “Note”) to the Sponsor. 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 Charter Amendment. Upon consummation of a business combination, the Payee shall have the option, but not the obligation, to convert the Principal Amount of this Note, in whole or in part at the option of the Payee, into units of the Maker (each, a “Private Placement Unit”), each Private Placement Unit consisting of one share of common stock of the Maker, one warrant to purchase one-half of one share of common stock of the Maker and one right to purchase one-tenth of one share of common stock of the Maker. The Private Placement Units shall be identical to the private placement units issued to the Payee at the time of the Maker’s IPO.

F-16

Table of Contents

ofThe ~~such~~Company ~~Working~~assessed ~~Capital~~the ~~Loans~~provisions ~~may~~of bethe ~~convertible~~Convertible ~~into~~Promissory ~~units~~Note atunder aASC ~~price of $10~~470-20.~~00 per~~ ~~unit~~The atderivative ~~the~~component ~~option~~ of the ~~lender.~~obligation ~~The~~is ~~units~~initially ~~would~~valued beand ~~identical~~classified toas ~~the~~a ~~Private~~derivative ~~Units~~liability. The ~~terms~~conversion ofoption ~~Working~~was ~~Capital~~valued ~~Loans~~using byan ~~the~~option ~~Company's~~pricing ~~officers and directors~~framework, ifwhich ~~any,~~is ~~have~~considered ~~not~~to ~~been~~be ~~determined~~a ~~and~~Level no3 ~~written~~fair ~~agreements~~value ~~exist~~measurement ~~with~~and ~~respect~~based toon ~~such~~the ~~loans.~~assumptions Atdescribed ~~December~~in ~~31,~~Note ~~2021, no Working Capital Loans were outstanding~~9.

~~Administrative~~The ~~Service~~debt ~~Fee~~discount was amortized to interest expense as a non-cash charge over the term of the Convertible Promissory Note, which was assumed to mature in July 2022, the Company’s expected Business Combination date. During the year ended December 31, 2022, the Company recorded $5,271 of interest expense related to the amortization of the debt discount. The remaining balance of the debt discount at December 31, 2022 amounted to $14,995.

The Company has agreed, commencing on the effective date of the IPO, to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Company's Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2021, $24,666 has been accrued and paid in full.

Extension Loans

The Company will have 12 months from the closing of the IPO to consummate an initial Business Combination. In addition, if the Company anticipates that it may not be able to consummate an initial Business Combination within 12 months, the insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination), provided that, pursuant to the terms of the Company's amended and restated certificate of incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company on the date of the IPO, the only way to extend the time available for the Company to consummate its initial Business Combination in the absence of a definitive agreement is for the insiders or their affiliates or designees, upon five days' advance notice prior to the applicable deadline, to deposit into the Trust Account $1,150,000, ($0.10 per share in either case, or an aggregate of $2,300,000), on or prior to the date of the applicable deadline. In the event that they elected to extend the time to complete a Business Combination and deposited the applicable amount of money into trust, the insiders would receive a non-interest bearing, unsecured promissory note (the "Extension Loans") equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of the initial Business Combination, or, at the relevant insider's discretion, redeemed upon consummation of the Company’s initial Business Combination into additional Private Units at a price of $10.00 per unit.

~~Note~~ NOTE 6. ~~- Commitments and Contingencies~~COMMITMENTS

Registration Rights

The holders of the Founder Shares, Private Units, Unit Purchase Option (the “UPO”), and units that may be issued on conversion of Working Capital Loans or Extension Loans (and any securities underlying the Private Units, the UPO, or units issued upon conversion of the Working Capital Loans or Extension Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after redemption to the Company'’s common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain "“piggy-back"” registration rights with respect to registration statements filed subsequent to the Company'’s completion of its initial ~~Business~~business ~~Combination~~combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Furthermore, notwithstanding the foregoing, pursuant to FINRA Rule 5110, Chardan Capital Markets, LLC (the representative of the underwriters) may not exercise its demand and "“piggyback"” registration rights after five and seven years, respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion.

~~Underwriters~~Underwriting Agreement

The underwriters ~~have~~had a 45-day option from the date of IPO to purchase up to an additional 1,500,000 units to cover over-allotments at $10.00 per unit, if any. On October 26, 2021 the underwriters exercised the over-allotment option in full, resulting in total gross proceeds to the Company of $15,000,000, and incurred $300,000 of underwriting commissions, and $525,000 of deferred underwriting commissions.

~~F-15~~The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $4,025,000 in the aggregate, upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement, which were accounted as deferred underwriters’ discount.

Table of Contents

The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $4,025,000 in the aggregate, upon the completion of the Company's initial Business Combination subject to the terms of the underwriting agreement, which were accounted as deferred underwriters’ discount.

Unit Purchase Option

On October 21, 2021, the Company sold to the underwriters and/or its designees, for $100, an option to purchase up to a total of 550,000 units, at $11.50 per unit ~~(the "UPO")~~. The purchase option may be exercised for cash or on a cashless basis, at the holder'’s option, and expires five years from commencement of sales of the IPO. The Company ~~intends~~accounted ~~to account~~ for the UPO, inclusive of the receipt of $100 cash payment, as an expense of the IPO resulting in a charge directly to stockholders'’ equity. As of ~~December~~October 3121, 2021, the Company ~~estimates~~estimated ~~that~~ the fair value of the unit purchase option is approximately $~~907~~682,~~500~~000 (or $1.6524 per Unit) using the Monte Carlo simulation. The fair value of the unit purchase option ~~to be~~ granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 14%, (2) risk-free interest rate of 1.23% and (3) fair value per common stock of $9.7817. The option and the 550,000 units, as well as the 550,000 shares of common stock, 550,000 warrants to purchase 275,000 shares of common stock for $11.50 per whole share and the rights to purchase 55,000 shares of common stock that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales in our IPO pursuant to FINRA Rule 5110(e)(1), during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, except as permitted under FINRA Rule 5110(e)(2). The option grants to holders one demand and unlimited "“piggy-back" rights for periods of five and seven years, respectively, from the commencement of sales of the IPO with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions, if any, which would be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including the Company's recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price.

F-17

Note 7 - Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


			December 31,
Description	Level		2021
Assets
Marketable Securities held in Trust Account—US Treasuries	1	$	115,010,229
Liabilities:
Warrant liability – Private Placement Warrants	3	$	175,861

The Private Placement Warrants were accounted for as liabilities in accordance with ASC Topic 815-40 and are presented within liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. There were no transfers to and from Levels 1, 2 and 3 during the period ended December 31, 2021.

The Company used a Monte Carlo simulation model to value the Private Placement Warrants based on a multipath random event model and future projections of the various potential outcomes and any reset projections based on future financing events. The Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs.

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Table of Contents

back” rights for periods of five and seven years, respectively, from the commencement of sales of the IPO with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The ~~key~~Company ~~inputs~~will ~~into~~bear all fees and expenses attendant to registering the ~~Monte~~securities, ~~Carlo~~other ~~simulation~~than ~~model~~underwriting ~~were~~commissions, asif ~~follows~~any, which would be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at ~~initial~~a ~~measurement:~~price below its exercise price.

The Proposed DLTx Business Combination


	December 31,
	2021
Risk-free interest rate	1.35	%
Expected term	5.98 years
Expected volatility of underlying stock	13.4	%
Dividends	0	%
Probability of Business Combination	85	%

~~Note 8~~NOTE -7. ~~Stockholders~~STOCKHOLDERS’ ~~Equity~~DEFICIT

Preferred Stock — The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At December 31, 2022 and 2021, there were no shares of preferred shares issued or outstanding.

Common Stock  - — The Company is authorized to issue a total of 100,000,000 shares of common stock at par value of $0.0001 each. At February 3, 2021, the Company issued 2,875,000 shares of common stock to its initial stockholder for $25,000, or approximately $0.009 per share. The Founder Shares include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. On October 21, 2021, simultaneously with the closing of the IPO, the Sponsor purchased from the Company 400,000 Private Units, at $10.00 per Private Unit. On October 26, 2021, simultaneously with the ~~fully~~full exercise of the over-allotment, the Sponsor purchased from the Company 30,000 Private Units, at $10.00 per Private Unit. As of December 31, 2022 and 2021, there were 3,305,000 shares of common stock issued or outstanding. On October 26, 2021 the underwriters fully exercised their over-allotment option, so there is no forfeiture of shares.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. The stockholders have no redemption, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that public stockholders have the right to sell their shares to the Company in any tender offer or have their shares of common stock redeemed to cash equal to their pro rata share of the Trust Account if they vote on ~~the~~a proposed ~~Business~~business ~~Combination~~combination and ~~the~~a ~~Business~~business ~~Combination~~combination is completed. If the Company holds a stockholder vote to amend any provisions of its certificate of incorporation relating to stockholder'’s rights or pre-~~Business~~business ~~Combination~~combination activity (including the substance or timing within which the Company has to complete a Business Combination), it will provide its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, redeeming stockholders would be paid their pro rata portion of the Trust Account promptly following consummation of the ~~Business~~business ~~Combination~~combination or the approval of the amendment to the certificate of incorporation. If the ~~Business~~business ~~Combination~~combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts.

 Rights -  — Except in cases where the Company is not the surviving company in a ~~Business~~business ~~Combination~~combination, each holder of a right will automatically receive one- tenth (1/10) of one share of common stock upon consummation of a ~~Business~~business ~~Combination~~combination, even if the holder of a right redeemed all shares held by him, her or it in connection with a Business Combination or an amendment to the Company'’s Certificate of Incorporation with respect to its pre-~~Business~~business ~~Combination~~combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively redeem his, her or its rights in order to receive the one- tenth (1/10) of a share underlying each right upon consummation of ~~the~~a ~~Business~~business ~~Combination~~combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional common stock upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis.

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Table of Contents

~~any~~stock ~~distribution~~upon ~~from~~consummation ~~the~~of ~~Company's~~a ~~assets~~business ~~held~~combination. ~~outside~~The shares issuable upon exchange of the ~~Trust~~rights ~~Account~~will ~~with~~be ~~respect~~freely tradable (except to ~~such~~the ~~rights,~~extent ~~and~~held ~~the~~by ~~rights~~affiliates ~~will~~of ~~expire~~the ~~worthless~~Company). ~~Further,~~If ~~there~~the ~~are~~Company noenters ~~contractual~~into ~~penalties~~a definitive agreement for ~~failure~~a tobusiness ~~deliver~~combination ~~securities~~in towhich the ~~holders~~Company ofwill not be the ~~rights~~surviving ~~upon~~entity, ~~consummation~~the ofdefinitive aagreement ~~Business~~will ~~Combination.~~provide ~~Additionally,~~for inthe noholders ~~event~~of ~~will~~rights to receive the ~~Company~~same beper ~~required~~share toconsideration ~~net~~the ~~cash~~holders ~~settle~~of the ~~rights.~~common ~~Accordingly,~~stock will receive in the ~~rights~~transaction ~~may~~on ~~expire~~an ~~worthless~~as-converted into common stock basis.

The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware law. As a result, the holders of the rights must hold rights in multiples of ten in order to receive shares for all of the holders’ rights upon closing of a business combination. If the Company is unable to complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a business combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

Public and Private Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a ~~Business~~business ~~Combination~~combination or (b) one year from the closing of the IPO. The Public Warrants will expire five years after the completion of a ~~Business~~business ~~Combination~~combination or earlier upon redemption or liquidation.

No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 90 days from the consummation of an initial ~~Business~~business ~~Combination~~combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption from registration the Securities Act.

No Public Warrants will be exercisable and the Company will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot guarantee that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the shares of common stock are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:

●

at any time while the warrants are exercisable;

● upon not less than 30 days’ ' prior written notice of redemption to each warrant holder;

●

if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a "cashless basis." In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The fair market value shall mean the volume weighted average trading price of the Company’s common stock for the 20 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise its option to require all holders to exercise their warrants on a "cashless basis" will depend on a variety of factors, including the price of the Company's shares of common stock at the time the warrants are called for redemption, the Company's cash needs at such time and concerns regarding dilutive share issuances.F-19

F-18

Table of Contents

InIf ~~addition,~~the ifCompany ~~(x)~~calls the ~~Company~~warrants ~~issues~~for ~~additional~~redemption ~~shares~~as ofdescribed ~~common~~above, ~~stock~~management orwill ~~equity-linked~~have ~~securities~~the ~~for~~option ~~capital~~to ~~raising~~require ~~purposes~~all inholders ~~connection~~that ~~with~~wish ~~the~~to ~~closing~~exercise ofwarrants ~~its~~to ~~initial~~do ~~Business~~so ~~Combination~~on ata an“cashless ~~issue~~basis.” ~~price~~In orsuch ~~effective~~event, ~~issue~~each holder would pay the exercise price ofby ~~less~~surrendering ~~than~~the ~~$9.50~~whole ~~per~~warrants ~~share~~for ~~(with~~that ~~such~~number ~~issue~~of ~~price~~shares orof ~~effective~~common ~~issue~~stock ~~price~~equal to bethe ~~determined~~quotient inobtained ~~good~~by ~~faith~~dividing by(x) the ~~board~~product of ~~directors),~~the ~~(y)~~number ~~the~~of ~~aggregate~~shares ~~gross~~of ~~proceeds~~common ~~from~~stock ~~such~~underlying ~~issuances~~the ~~represent~~warrants, ~~more~~multiplied ~~than~~by ~~60%~~the ofdifference between the ~~total~~exercise ~~equity~~price ~~proceeds,~~of the warrants and ~~interest~~the ~~thereon,~~fair ~~available~~market ~~for~~value by (y) the ~~funding~~fair ofmarket anvalue. ~~initial~~The ~~Business~~fair ~~Combination,~~market ~~and~~value ~~(z)~~shall mean the volume weighted average trading price of the Company'’s ~~shares of~~ common stock ~~during~~for the 20 trading ~~day~~days ~~period~~ending ~~starting~~ on the third trading day prior to the ~~day~~date on which the ~~Company~~notice ~~consummates~~of anredemption ~~initial~~is ~~Business~~sent ~~Combination~~to ~~(such~~the ~~price,~~holders ~~the~~of ~~"Market~~warrants. ~~Price")~~Whether isthe ~~below~~Company ~~$9.50~~will ~~per~~exercise ~~share,~~its ~~the~~option ~~exercise~~to ~~price~~require ofall ~~the~~holders ~~warrants~~to ~~will~~exercise betheir ~~adjusted~~warrants ~~(to~~on ~~the~~a ~~nearest~~“cashless ~~cent)~~basis” towill bedepend ~~equal~~on toa ~~115%~~variety of ~~the~~factors, ~~Market~~including ~~Price,~~the ~~and~~price of the ~~$16.50~~Company’s ~~per~~shares ~~share~~of ~~redemption~~common ~~trigger~~stock ~~price~~at ~~described~~the ~~above~~time ~~will~~the bewarrants ~~adjusted~~are ~~(to~~called for redemption, the ~~nearest~~Company’s ~~cent)~~cash toneeds beat ~~equal~~such totime ~~165%~~and ofconcerns ~~the~~regarding ~~Market~~dilutive ~~Price~~share issuances.

~~The~~In ~~Private~~addition, ~~Units~~if ~~and~~(x) ~~their~~the ~~component~~Company ~~securities~~issues ~~will~~additional ~~not~~shares beof ~~transferable,~~common ~~assignable~~stock or ~~salable~~equity-linked ~~until~~securities 30for ~~days~~capital ~~after~~raising purposes in connection with the ~~completion~~closing of anits initial ~~Business~~business ~~Combination,~~combination ~~subject~~at toan ~~certain~~issue ~~limited~~price ~~exceptions~~or effective issue price of less than $9.50 ~~Except~~per asshare ~~described~~(with ~~above,~~such ~~the~~issue ~~Private~~price ~~Units~~or ~~are~~effective ~~identical~~issue price to be determined in good faith by the ~~Units~~board ~~being~~of ~~offered~~directors), in(y) the ~~IPO.~~aggregate ~~The~~gross ~~warrants~~proceeds ~~underlying~~from such issuances represent more than 60% of the ~~Private~~total ~~Units~~equity (proceeds, and interest thereon, available for the ~~"Private~~funding ~~Warrants")~~of ~~will~~an beinitial ~~non-redeemable~~business combination, and ~~exercisable~~(z) onthe avolume ~~cashless~~weighted ~~basis~~average sotrading ~~long~~price asof ~~they~~the ~~are~~Company’s ~~held~~shares byof common stock during the ~~Sponsor~~20 ortrading ~~its~~day ~~permitted~~period ~~transferees.~~starting Ifon the ~~Private~~trading ~~Warrants~~day ~~are~~prior ~~held~~to bythe ~~holders~~day ~~other~~on ~~than~~which the ~~Sponsor~~Company orconsummates ~~its~~an ~~permitted~~initial ~~transferees~~business combination (such price, the ~~Private~~“Market ~~Warrants~~Price”) is below $9.50 per share, the exercise price of the warrants will be ~~redeemable~~adjusted by(to the ~~Company~~nearest ~~and~~cent) ~~exercisable~~to bybe ~~the~~equal ~~holders~~to on115% of the ~~same~~Market ~~basis~~Price, asand the ~~warrants~~$16.50 ~~included~~per inshare redemption trigger price described above will be adjusted (to the ~~Units~~nearest ~~being~~cent) ~~sold~~to inbe equal to 165% of the ~~IPO~~Market Price.

The ~~Company evaluated the Public and~~ Private ~~Warrants~~Units ~~as either equity-classified or liability-classified instruments based on an assessment of the warrants' specific terms~~ and ~~applicable~~their ~~authoritative~~component ~~guidance~~securities inwill ~~Financial~~not ~~Accounting~~be ~~Standards~~transferable, ~~Board~~assignable ~~("FASB")~~or ~~Accounting~~salable ~~Standards~~until ~~Codification~~30 ~~("ASC")~~days ~~480,~~after ~~Distinguishing~~the ~~Liabilities~~completion ~~from~~of ~~Equity~~an ~~("ASC~~initial ~~480")~~business ~~and ASC 815~~combination, ~~Derivatives~~subject ~~and~~to ~~Hedging~~certain ~~("ASC~~limited ~~815")~~exceptions. ~~The~~Except ~~assessment~~as ~~considers~~described ~~whether~~above, the ~~warrants~~Private Units are ~~freestanding~~identical ~~financial~~to ~~instruments~~the ~~pursuant~~Units tobeing ~~ASC~~offered ~~480,~~in ~~meet~~ the ~~definition~~IPO. ofThe aPrivate ~~liability~~Warrants ~~pursuant~~will tobe ~~ASC~~non-redeemable ~~480,~~ and ~~whether~~exercisable ~~the~~on ~~warrants~~a ~~meet~~cashless ~~all~~basis ofso ~~the~~long ~~requirements~~as ~~for~~they ~~equity~~are ~~classification~~held ~~under~~by ~~ASC~~the ~~815,~~Sponsor ~~including~~or ~~whether~~its ~~the~~permitted ~~warrants~~transferees. ~~are~~If ~~indexed to~~ the ~~Company's~~Private ~~own~~Warrants ~~common~~are ~~stock,~~held ~~among~~by holders other ~~conditions~~than ~~for~~the ~~equity~~Sponsor ~~classification.~~or ~~Pursuant~~its topermitted ~~such evaluation~~transferees, the ~~Company further evaluated the Public and~~ Private Warrants ~~under~~will ~~ASC~~be ~~815-40,~~redeemable ~~Derivatives~~by ~~and~~the ~~Hedging~~Company -and ~~Contracts~~exercisable inby ~~Entity's~~the ~~Own~~holders ~~Equity,~~on ~~and~~the ~~concluded~~same ~~that~~basis as the ~~Private~~warrants ~~Warrants~~included doin ~~not meet~~ the ~~criteria~~Units tobeing besold ~~classified~~ in ~~stockholders'~~the ~~equity~~IPO.

~~Certain~~The ~~adjustments~~Company toevaluated the ~~settlement~~Public ~~amount~~and ofPrivate ~~the~~Warrants ~~Private~~as ~~warrants~~either ~~are~~equity-classified or liability-classified instruments based on aan ~~variable~~assessment ~~that~~of isthe ~~not~~warrants’ anspecific ~~input~~terms toand ~~the~~applicable ~~fair~~authoritative ~~value~~guidance ofin anFASB ~~option~~ASC as480, ~~defined~~Distinguishing ~~under~~Liabilities from Equity (“ASC ~~815~~480”) -and 40ASC 815, Derivatives and ~~thus~~Hedging (“ASC 815”). The assessment considers whether the warrants are ~~not~~freestanding ~~considered~~financial ~~indexed~~instruments pursuant to ~~the~~ASC ~~Company's~~480, ~~own~~meet ~~stock~~the ~~and~~definition ~~not~~of ~~eligible~~a ~~for~~liability anpursuant ~~exception~~to ~~from~~ASC ~~derivative~~480, ~~accounting.~~and ~~The~~whether ~~accounting~~the ~~treatment~~warrants meet all of ~~derivative~~the ~~financial~~requirements ~~instruments~~for ~~requires~~equity ~~that~~classification ~~the~~under ~~Company~~ASC ~~record~~815, aincluding ~~derivative~~whether ~~liability~~the ~~upon~~warrants ~~issuance~~are ofindexed to the ~~warrants~~Company’s atown ~~the~~common ~~closing~~stock, ofamong ~~the~~other ~~IPO~~conditions for equity classification. ~~Accordingly~~Pursuant to such evaluation, the Company ~~has~~further ~~classified~~evaluated ~~each~~the Public and Private ~~Warrant~~Warrants asunder aASC ~~liability~~815-40, atDerivatives ~~its~~and ~~fair~~Hedging ~~value~~- Contracts in Entity’s Own Equity, ~~with~~and ~~subsequent~~concluded ~~changes~~that inthe ~~their~~Private ~~respective~~Warrants ~~fair~~do ~~values~~not ~~recognized~~meet the criteria to be classified in stockholders’ equity. However, the ~~statement~~public ofwarrants ~~operations~~do ~~and~~meet ~~comprehensive~~the ~~income~~criteria ~~(loss)~~to atbe ~~each~~classified ~~reporting~~in ~~date~~stockholders’ equity.

~~The~~Certain ~~Company~~adjustments ~~expects~~ to ~~account~~the ~~for~~settlement ~~the~~amount ~~Public~~of ~~Warrants~~the asPrivate ~~equity~~warrants are based on ~~its~~a ~~initial~~variable ~~evaluation~~ that is not an input to the ~~Public~~fair ~~Warrants~~value of an option as defined under ASC 815 - 40, and thus the warrants are not considered indexed to the Company'’s own stock and not eligible for an exception from derivative accounting. The ~~Public~~accounting ~~Warrants~~treatment ~~will~~of bederivative ~~recorded~~financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the ~~amount~~closing of ~~allocated~~the ~~proceeds~~IPO. Accordingly, the Company has classified each Private Warrant as a liability at its fair value, with subsequent changes in their respective fair values recognized in the statement of operations and ~~will~~comprehensive ~~not~~income be(loss) ~~remeasured~~at ~~every~~each reporting ~~period~~date.

~~Note~~NOTE ~~9 — Income~~8. ~~Tax~~INCOME TAX

The Company’s net deferred tax ~~assets~~asset (liabilities) are as follows:


		December 31,
		2021
Deferred tax asset
Organizational costs/Startup expenses	$	43,113
Federal Net Operating loss		13,563
Total deferred tax asset		56,676
Valuation allowance		(56,676)
Deferred tax asset, net of allowance	$	—

F-20

F-19

Table of Contents

The income tax provision consists of the following:


	December 31,		December 31,
	2022		2021
Deferred tax asset (liabilities)
Organizational costs/Startup expenses	$	1,147,038	$	43,113
Federal Net Operating loss		—		13,563
Total deferred tax asset (liabilities)		1,147,038		56,676
Valuation allowance		(1,147,038)		(56,676)
Deferred tax asset (liabilities), net of allowance	$	—	$	—


		December 31,
		2021
Federal
Current	$	—
Deferred		(56,676)

State
Current		—
Deferred		—

Change in valuation allowance		56,676
Income tax provision	$	—

AsThe ofincome ~~December~~tax ~~31,~~provision ~~2021,~~for the ~~Company~~year ~~had~~ended ~~$64~~December 31,~~584~~ of2022 ~~U.S.~~and ~~federal~~for ~~operating~~the ~~loss~~period ~~carryovers~~from ~~available~~January to22, ~~offset~~2021 ~~future~~(inception) ~~taxable~~through ~~income~~December 31, ~~which~~2021 doconsists ~~not~~of ~~expire.~~the following:

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 22, 2021 (inception) to December 31, 2021, the change in the valuation allowance was $56,676.


	December 31,		December 31,
	2022		2021
Federal
Current	$	198,311	$	—
Deferred		(1,090,363)		(56,676)

State
Current		—		—
Deferred		—		—

Change in valuation allowance		1,090,363		56,676
Income tax provision	$	198,311	$	—

Reconciliations of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 are as follows:


	December 31,
	2021
Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Permanent Book/Tax Differences	3.89	%
Change in valuation allowance	-17.11.0	%
Income tax provision	—	%

As of December 31, 2022 and 2021, the Company had $0 and $64,584 of U.S. federal operating loss carryovers available to offset future taxable income, which do not expire.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $1,090,363. For the period from January 22, 2021 (inception) to December 31, 2021, the change in the valuation allowance was $56,676.

Reconciliations of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 are as follows:


	December 31,		December 31,
	2022		2021
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Permanent Book/Tax Differences	3.89	%	3.89	%
Change in fair value of warrants	0.0	%	0.0	%
Change in valuation allowance	(26.7)	%	(17.11)	%
Effective income tax rate	(4.9)	%	—	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

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NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		December 31,		December 31,
Description	Level	2022		2021
Assets
Marketable Securities held in Trust Account—US Treasuries	1	$	18,430,006	$	115,010,229
Liabilities:
Warrant liability – Private Placement Warrants	3	$	—	$	175,861
Warrant liability – Private Placement Warrants	2	$	9,334	$	—
Conversion option liability	3	$	20,104	$	—

The fair value of the Private Placement Warrants was initially measured at fair value using a Monte Carlo simulation model. The fair value of the Private Placement Warrants has subsequently been measured by reference to the trading price of the Public Warrants, which is considered to be a Level 2 fair value measurement.

The following table provides quantitative information regarding Level 3 fair value measurements for Private Placement Warrants at December 31, 2021:

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	December 31,
	2021
Risk-free interest rate	1.35	%
Expected term	5.98 years
Expected volatility of underlying stock	13.4	%
Dividends	0	%
Probability of Business Combination	85	%

The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments.

The conversion option liability of the Convertible Promissory Note was valued using a Monte Carlo model which values each borrowing at borrowing date and is revalued at each subsequent reporting date. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the conversion option liability is the expected volatility of the common stock. The expected volatility was implied from the Company’s own pricing of the components in the Unit. Other key assumptions used in connection with the Monte Carlo model were holding period, risk free rate, dividend yield, exercise price, and underlying Unit value, which were based on market conditions, management assumptions, and terms of the Convertible Promissory Note (see Note 5).

The conversion option was valued using an option pricing framework, which is considered to be a Level 3 fair value measurement and based on the following assumptions:


				October 21, 2022
	December 31,			(Initial
	2022			Measurement)
Synthetic Unit Price	$	10.326		$	10.270
Exercise price	$	10.00		$	10.00
Holding period		0.70			0.44
Risk-free rate %		4.75	%		4.35	%
Volatility %		4.4	%		4.50	%
Dividend yield %		0.0	%		0.0	%

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The following table presents the change in the fair value of Level 3 warrant liabilities and conversion option liability:


	Private		Conversion
	Placement		Option
	Warrants		Liability
Fair value as of October 21, 2021 (initial measurement of private placement warrants)	$	115,185	—
Change in fair value		60,676	—
Fair value as of December 31, 2021		175,861	—
Initial measurement of conversion option liability on October 21, 2022		—	20,266
Change in fair value		(79,921)	(162)
Transfer of private warrants to Level 2 measurement		(95,940)	—
Fair value as of December 31, 2022	$	—	20,104

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the quarterly reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Private Placement Warrants that transferred from a Level 3 measurement to a Level 2 fair value measurement during the year ended December 31, 2022 was $95,940.

NOTE 10. SUBSEQUENT EVENTS

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 Sponsor further requested that the Company exercise one-month extensions of the Termination Date on each of February 21, 2023 and March 21, 2023. Accordingly the Sponsor deposited an aggregate of $159,3210 into the trust account for the February and March 2023 monthly extensions and the remaining balance of $80,679 remains due to trust. These deposits enabled the Company to extend the Termination Date to April 21, 2023. These extensions are the first three of six one-month extensions permitted under the Company’s governing documents, as described in this Report.

On March 12, 2023, the Company terminated the Business Combination Agreement, as described in Note 6.

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Filing Compare · Blockchain Moon Acquisition Corp.