Item 1.01. Entry Into A Material Definitive Agreement.
On October 15, 2022, Blockchain Moon Acquisition Corp., a Delaware corporation
("BMAC"), 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 "Business Combination"). This Current Report
on Form 8-K (or this "report"), provides a summary of the Business Combination
Agreement and the other agreements entered into (and certain agreements to be
entered into) in connection with the Business Combination. The descriptions of
these agreements do not purport to be complete and are qualified in their
entirety by the terms and conditions of such agreements or the forms thereof, as
applicable, copies of which are filed as Exhibits 2.1, 10.1 and 10.2 hereto and
are incorporated by reference herein.
Business Combination Agreement
The following description of the Business Combination Agreement and the
transactions contemplated thereby is not complete and is subject to, and
qualified in its entirety by reference to, the actual agreement, a copy of which
is filed with this report as Exhibit 2.1, and the terms of which are
incorporated herein by reference. Capitalized terms used but not otherwise
defined herein will have the meanings given to them in the Business Combination
Agreement. The Business Combination Agreement has been attached to provide
investors with information regarding its terms. It is not intended to provide
any other factual information about BMAC, New BMAC, Merger Sub or DLTx. In
particular, the assertions embodied in the representations and warranties in the
Business Combination Agreement were made as of a specified date, may be subject
to a contractual standard of materiality different from what might be viewed as
material to investors, may be qualified by the schedules thereto, or may have
been used for the purpose of allocating risk between the parties. Accordingly,
the representations and warranties in the Business Combination Agreement are not
necessarily characterizations of the actual state of facts about BMAC, New BMAC,
Merger Sub or DLTx at the time they were made or otherwise and should only be
read in conjunction with the other information that BMAC makes publicly
available in reports, statements and other documents filed with the Securities
and Exchange Commission (the "SEC").
The Business Combination Agreement sets forth the terms and conditions of the
Business Combination, which includes, among other things, the consummation of
the following transactions: (a) prior to the closing of the Business Combination
(the "Closing"), DLTx will assign, contribute or otherwise convey certain assets
to its subsidiaries such that, by the closing date, the subsidiaries of DLTx
will hold all assets of the DLTx company group other than specific, enumerated
assets and associated liabilities (the "Conveyances"), in accordance with a plan
to be provided by DLTx to BMAC (the "Conveyance Plan"); (b) prior to the
Closing, on the closing date, BMAC will merge with and into Merger Sub, with
Merger Sub surviving (the "Merger", and the effective time of the Merger, the
"Effective Time") as a direct subsidiary of New BMAC, and New BMAC will continue
as the public company with (i) each outstanding share of common stock, $0.0001
par value, of BMAC (each, a "BMAC Common Share"), being automatically converted
into the right of the holder thereof to receive one share of common stock, par
value $0.0001 of New BMAC (each, a "New BMAC Common Share"), (ii) each
outstanding right to receive one-tenth (1/10) of a BMAC Common Share upon the
consummation of an initial business combination ("BMAC Right") of BMAC being
automatically exchanged for 1/10th of a share of a New BMAC Common Share upon
the Closing without any further action by the holders of the BMAC Rights and
(iii) each outstanding warrant of BMAC ("BMAC Warrant") automatically ceasing to
represent a right to acquire BMAC Common Shares and instead representing a right
to acquire New BMAC Common Shares; (c) following the Effective Time, (i) New
BMAC will amend and restate the pre-Closing certificate of incorporation of New
BMAC in a form to be agreed by BMAC and DLTx, until thereafter changed or
amended as provided therein or by applicable law and (ii) the board of directors
of New BMAC will adopt the New BMAC bylaws in a form to be agreed by BMAC and
DLTx; (d) following the Effective Time, at the Closing, New BMAC will acquire
all of the subsidiaries of DLTx (the "Acquisition") in exchange for New BMAC
Common Shares, as described in more detail below; and (e) promptly following the
Required Company Distribution Transaction Approval (as defined below), DLTx
shall distribute to the Company Shareholders as of a record date to be on our
about three business days following Closing their respective portion of the
Adjusted Transaction Share Consideration (as defined below) (the
"Distribution"). In connection with the Closing, New BMAC will change its name
to DLTx Inc., which will continue as the public company following the
consummation of the Business Combination.
Consideration
Under the terms of the Business Combination Agreement, the aggregate
consideration to be paid to DLTx in connection with the Acquisition will be in
the form of New BMAC Common Shares and will equal the Adjusted Transaction Share
Consideration. "Adjusted Transaction Share Consideration" means an aggregate
number of New BMAC Common Shares equal to (a) (i) $106,610,000 (less any Leakage
since June 30, 2022, if any) (the "Equity Value"), divided by (ii) $10.00, minus
(b) (i) the Earn Out Adjustment Share Amount (as defined below), if any,
multiplied by (ii) the Exchange Ratio (as defined below).
The "Earn Out Adjustment Share Amount" means 6,000,000 or such lesser amount
(which may be zero) to the extent the DLTx has complied in full with its
obligation to issue an aggregate of 6,000,000 Company Shares prior to the
Closing Date to certain individuals entitled thereto in accordance with Section
6.30 of the Business Combination Agreement.
The "Exchange Ratio" means a fraction equal to (a) the aggregate number of
Equity Securities of DLTx outstanding as of immediately prior to the Closing on
an as-converted-to-common-stock basis, divided by (b) the aggregate number of
New BMAC Common Shares equal to the Adjusted Transaction Share Consideration.
The Closing
The Closing will occur as promptly as reasonably practicable, but in no event
later than the third Business Day, following the satisfaction or, if
permissible, waiver of the conditions to the Closing set forth in the Business
Combination Agreement.
Stock Exchange Listing
Pursuant to the terms of the Business Combination Agreement, BMAC shall use its
reasonable best efforts to (a) cause the New BMAC Common Shares to be issued in
connection with the Business Combination to be approved for listing on the
Nasdaq Global Market ("Nasdaq"), subject to official notice of issuance thereof
and (b) satisfy any applicable initial listing requirements of Nasdaq, in each
case, as promptly as reasonably practicable after the date of the Business
Combination Agreement, and in any event prior to the Effective Time.
Representations and Warranties
The Business Combination Agreement contains customary representations and
warranties of the parties thereto and in respect of the acquired DLTx
subsidiaries with respect to, among other things, (a) entity organization,
formation and authority, (b) capitalization, (c) authorization to enter into the
Business Combination Agreement, (d) licenses and permits, (e) taxes, (f)
financial statements, (g) real property, (h) material contracts, (i) title to
assets, (j) absence of changes, (k) employee matters, (l) compliance with laws,
(m) litigation, (n) transactions with affiliates and (o) regulatory matters.
Covenants
The Business Combination Agreement includes customary covenants of the parties
with respect to the operation of their respective businesses prior to the
consummation of the Business Combination and efforts to satisfy the conditions
to consummation of the Business Combination. The Business Combination Agreement
also contains additional covenants of the parties, including, among others,
covenants providing for BMAC and DLTx to use their reasonable best efforts to
obtain all permits, consents, approvals, authorizations, qualifications and
orders of Governmental Entities and parties to contracts with DLTx and its
subsidiaries as set forth in the Business Combination Agreement necessary for
the consummation of the Business Combination and to fulfill the conditions to
the Business Combination, for the preparation and filing of a registration
statement on Form S-4 with the SEC relating to the Business Combination,
containing a prospectus and proxy statement of BMAC, for DLTx to convene
extraordinary general meetings of its Company Shareholders in order to approve
the Acquisition and, subsequently, the Distribution, for the parties to
negotiate the final forms of certain ancillary documents for the Business
Combination in good faith, and for the designation of the members of New BMAC's
classified board upon the Closing.
DLTx Exclusivity Restrictions
Pursuant to the terms of the Business Combination Agreement, from the date of
the Business Combination Agreement to the Closing or, if earlier, the
. . .
Item 7.01. Regulation FD Disclosure.
On October 14, 2022, BMAC and DLTx issued two joint press releases announcing,
among other things, the execution of the Business Combination Agreement. Copies
of the press releases are attached hereto as Exhibit 99.1 and 99.2 and
incorporated by reference herein.
The foregoing is being furnished pursuant to Item 7.01 and shall not be deemed
to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liabilities of that section, and shall not be deemed to be incorporated
by reference into the filings of BMAC under the Securities Act or the Exchange
Act, regardless of any general incorporation language in such filings.
Important Information and Where to Find It
On October 4, 2022, BMAC filed a definitive proxy statement (the "Extension
Proxy Statement") for a special meeting of its stockholders to be held on
October 19, 2022 to consider and act upon a proposal to extend the date (the
"Termination Date") by which BMAC must complete an initial business combination
to January 21, 2023 (the "Charter Extension Date") and to allow BMAC, without
the need for another stockholder vote, to elect to extend the Termination Date
to consummate a business combination on a monthly basis, up to six times, by an
additional one month each time, after the Charter Extension Date, by resolution
of the BMAC Board, if requested by the Sponsor. The Extension Proxy Statement
was mailed to BMAC stockholders of record as of September 27, 2022. Stockholders
may obtain a copy of the Extension Proxy Statement at the SEC's website
(www.sec.gov).
New BMAC intends to file a registration statement on Form S-4 with the SEC,
which will include a prospectus with respect to New BMAC's securities to be
issued in connection with the proposed Business Combination and proxy statement
with respect to BMAC's stockholder meeting to vote on the proposed transaction
(the "Business Combination Proxy Statement"). The Business Combination Proxy
Statement will be sent to all BMAC stockholders. BMAC or New BMAC also will file
other documents regarding the proposed transaction with the SEC. Before making
any voting decision, investors and security holders of BMAC are urged to read
the Extension Proxy Statement, registration statement, Business Combination
Proxy Statement and all other relevant documents filed or that will be filed
with the SEC in connection with the proposed transaction as they become
available because they will contain important information about the proposed
transaction.
Investors and securityholders will be able to obtain free copies of the
Extension Proxy Statement, registration statement, the Business Combination
Proxy Statement and all other relevant documents filed or that will be filed
with the SEC by BMAC through the website maintained by the SEC at www.sec.gov.
The documents filed by BMAC or New BMAC with the SEC also may be obtained free
of charge upon written request to Blockchain Moon Acquisition Corp., 4651
Salisbury Road, Suite 400, Jacksonville, FL 32256.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR
DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THIS REPORT, PASSED UPON THE MERITS
OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO
THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
BMAC, New BMAC and DLTx and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from BMAC's
stockholders in connection with the proposed transactions. BMAC's stockholders
and other interested persons may obtain, without charge, more detailed
information regarding the directors and executive officers of BMAC from the
proxy statement/prospectus included in the registration statement on Form S-4 to
be filed by BMAC with the SEC in connection with the Business Combination.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to BMAC's stockholders in connection
with the proposed Business Combination will be set forth in the proxy
statement/prospectus included in the registration statement on Form S-4 for the
proposed Business Combination to be filed by New BMAC with the SEC in connection
with the Business Combination.
No Offer or Solicitation
This report is not intended to and does not constitute an offer to sell or the
solicitation of an offer to buy, sell or solicit any securities or any proxy,
vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
This report contains certain "forward-looking statements" within the meaning of
the United States Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act, and Section 21E of the Exchange Act, including certain
financial forecasts and projections. All statements other than statements of
historical fact contained in this report, including statements as to future
results of operations and financial position, revenue and other metrics planned
products and services, business strategy and plans, objectives of management for
future operations of DLTx Inc., market size and growth opportunities,
competitive position and technological and market trends, are forward-looking
statements. Some of these forward-looking statements can be identified by the
use of forward-looking words, including "may," "should," "expect," "intend,"
"will," "estimate," "anticipate," "believe," "predict," "plan," "targets,"
"projects," "could," "would," "continue," "forecast" or the negatives of these
terms or variations of them or similar expressions. All forward-looking
statements are subject to risks, uncertainties, and other factors which could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements. All forward-looking statements are based upon
estimates, forecasts and assumptions that, while considered reasonable by BMAC
and its management, and DLTx and its management, as the case may be, are
inherently uncertain and many factors may cause the actual results to differ
materially from current expectations which include, but are not limited to: (1)
the occurrence of any event, change or other circumstances that could give rise
to the termination of the Business Combination Agreement with respect to the
proposed Business Combination; (2) the outcome of any legal proceedings that may
be instituted against DLTx, BMAC, the combined company or others following the
announcement of the proposed Business Combination and any definitive agreements
with respect thereto; (3) the inability to complete the proposed Business
Combination on due to the failure to obtain approval of the stockholders of BMAC
or the stockholders of DLTx, or to satisfy other closing conditions of the
proposed Business Combination; (4) changes to the proposed structure of the
business combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory
approval of the proposed Business Combination; (5) the ability to meet Nasdaq's
listing standards following the consummation of the Business Combination; (6)
the risk that the announcement and consummation of the proposed Business
Combination disrupts the current plans and operations of DLTx; (7) the inability
to recognize the anticipated benefits of the proposed Business Combination,
which may be affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; (8)
costs related to the proposed Business Combination; (9) changes in applicable
laws or regulations; (10) the possibility that DLTx or the combined company may
be adversely affected by other economic, business and/or competitive factors;
(11) the inability to obtain PIPE financing; (12) the risk that the proposed
Business Combination may not be completed in a timely manner or at all, which
may adversely affect the price of BMAC's securities; (13) the risk that the
proposed transaction may not be completed by BMAC's business combination
deadline and the failure to obtain an extension of the business combination
deadline if sought by BMAC; (14) the impact of the COVID-19 pandemic, including
any mutations or variants thereof, and its effect on business and financial
conditions; (15) volatility in the markets caused by geopolitical and economic
factors; and (16) other risks and uncertainties set forth in the sections
entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in BMAC's Form S-1 (File No. 333-259770), its most recent Quarterly
Report on Form 10-Q and registration statement on Form S-4 that New BMAC intends
to file with the SEC, which will include a prospectus and proxy statement of
BMAC, referred to as a proxy statement/prospectus, and other documents filed by
BMAC from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements.
Nothing in this report should be regarded as a representation by any person that
the forward-looking statements set forth herein will be achieved or that any of
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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.
10.1 Sponsor Letter Agreement, dated as of October 14, 2022, by and
among Jupiter Sponsor LLC, Blockchain Moon Acquisition Corp. and
DLTx ASA.
10.2 Shareholder Support Agreement, dated as of October 14, 2022, by
and among Blockchain Moon Acquisition Corp., DLTx ASA and certain
shareholders of DLTx ASA.
99.1 BMAC Press Release, dated October 15, 2022.
99.2 DLTx Press Release, dated October 15, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon its
request.
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