All of DLTx's Distributed Ledger Technology Assets, Including All of Web 3 Infrastructure Assets entered into a business combination agreement to acquire Blockchain Moon Acquisition Corp. (NasdaqGM:BMAQ) from Jupiter Sponsor LLC and others for approximately $110 million in a reverse merger transaction on October 14, 2022. The transaction will result in the issuance of approximately 10.6 million common shares in the Company to DLTx's shareholders, subject to adjustment as set forth in the business combination agreement. Upon the closing of the transaction, the new combined company is anticipated to be named DLTx Inc. and expects to trade under the symbol “DLTX” on the Nasdaq Global Market (the “Nasdaq”). Post completion of the transaction, the Company will be based in the United States and will continue to specialize in protocols that provide predictable value both in utility and economics. The technical and management team of DLTx will assume positions at the Company. The Company's board of directors will also include Enzo Villani, and others to be named prior to the approval of the transaction by shareholders. DLT shall pay a termination fee of $7.5 million to BMAC.

The deal is subject to, among other things, the approval by DLTx's shareholders and Blockchain Moon's stockholders, delivery of a fairness opinion to the Special Committee, each applicable waiting period or Consent under the HSR Act shall have expired, been terminated or obtained, the Registration Statement / Proxy Statement shall have been declared effective, New BMAC shall satisfy any applicable initial and continuing listing requirements of Nasdaq, BMAC shall have at least $5,000,001 of net tangible assets and satisfaction or waiver of other customary closing conditions. The special committee and the board of directors of Blockchain Moon and the board of directors of DLTx have each approved the proposed transaction. As of October 19, 2022, the stockholders of Blockchain Moon approved the Extension Amendment Proposal at the Extension Meeting. Blockchain Moon Acquisition Corp. 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 transaction is expected to close by the summer of 2023.

Lauren M. Colasacco, Peter Seligson and Frances D. Dales of Kirkland & Ellis LLP and Advokatfirmaet Thommessen AS are serving as legal advisors to Blockchain Moon. Herbert F. Kozlov and Lynwood E. Reinhardt of Reed Smith LLP, DLA Piper LLP and Advokatfirmaet CLP, DA are serving as legal advisors to DLTx. BDO US, LLP is serving as the independent auditor for Blockchain Moon. Marcum LLP and Plus Revisjon AS are serving as independent auditors for DLTx. Richards Layton & Finger is serving as legal advisor to the Special Committee of BMAQ. SGI Securities and Chardan Capital Markets are serving as financial advisors to Blockchain Moon. Continental Stock Transfer & Trust Company acted as transfer agent to Blockchain Moon.