Item 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement or a registrant.
As disclosed in the definitive proxy statement filed by Blockchain Moon Acquisition Corp. (“Blockchain Moon” or the “Company”) with The Security and Exchange Commission (“SEC”) on 4 October 2022as supplemented (the “Extension Proxy Statement”), relating to the special meeting of shareholders (the “Extension Meeting”), Jupiter Sponsor LLCthe Company’s sponsor (the “Sponsor”), agreed that if the Expansion Amendment Proposal (as defined below) were approved, it or one or more of its affiliates, members or third-party nominees (the “Lender”) would contribute to the Company as a loan $360,000 must be deposited into the trust account created in connection with the company’s stock exchange listing (“the trust account”).
On 19 October 2022, the shareholders of Blockchain Moon approved the Expansion Amendment Proposal (as defined below) at the Expansion Meeting (as described in Item 5.07 of this Current Report on Form 8-K). Consequently on 21 October 2022the company issued an unsecured debenture on the principal
$360,000 (the “Notice”) to the Sponsor. The bond bears no interest and matures upon completion of the company’s first business combination. In the event the Company does not effect a business combination, the Note will be repaid only from amounts remaining outside the Trust Account, if any. The proceeds from the Note have been deposited into the Trust Account in connection with the Charter amendment (as defined below).
The foregoing description of the memorandum is qualified in its entirety by reference to the full text of the memorandum, which is incorporated by reference herein and filed herewith as Exhibit 10.1.
Section 5.03 Amendments to Bylaws or Bylaws; Change in accounting year.
On 19 October 2022Blockchain Moon held the extension meeting to approve an amendment to Blockchain Moon’s amended and restated certificate of incorporation (the “Charter Amendment”) to extend the date (the “Termination Date”) by which Blockchain Moon must consummate a business combination 21 October 2022
(“the original termination date”) to 21 January 2023 (“Charter Extension Date”) and to allow Blockchain Moon, without another shareholder vote, to elect to extend the termination date to complete a business combination on a monthly basis up to six times by one additional month each time after the Charter. Extension date, by decision of Blockchain Moon’s board of directors, if requested by the sponsor, and with five days’ notice prior to the applicable termination date, until 21 July 2023, or in the aggregate up to nine months after the original termination date, unless the consummation of Blockchain Moon’s first business combination shall have occurred prior thereto (the “Extension Amendment Proposal”). The shareholders of Blockchain Moon approved the expansion amendment proposal at the expansion meeting and at 21 October 2022Blockchain Moon has submitted the charter amendment to Delaware Secretary of State.
The foregoing description is qualified in its entirety by reference to the Charter Addendum, a copy of which is attached as Exhibit 3.1 and is incorporated by reference herein.
Matter 5.07 Submission of matters to a vote among security holders.
On 19 October 2022, Blockchain Moon held the expansion meeting to approve the expansion amendment proposal and the adjournment proposal, each as more fully described in the expansion proxy statement. As there were sufficient votes to approve the amendment for expansion, the postponement proposal was not presented to the shareholders.
Owners of 12,749,332 shares of ordinary shares in Blockchain Moon held on record as of 27 September 2022the record date of the expansion meeting, was present in person or by proxy, and represented approximately 86.12% of the voting power of Blockchain Moon’s shares on the record date of the expansion meeting, and constitutes a quorum for the transaction of business.
The voting results for the extension amendment were as follows:
The amendment for extension
For Against Abstain
12,068,485 680,778 69
The Adjournment Proposal
The company had solicited proxies in favor of an adjournment proposal that would have authorized the company to adjourn the expansion meeting to solicit additional proxies. Since sufficient shares were voted for the amendment for expansion, this proposal was not voted on at the expansion meeting.
In connection with the vote to approve the charter amendment, the holders of 9,724,108 public shares of the Company properly exercised their right to redeem their shares (and did not withdraw the redemption) for cash at a redemption price of approximately $10.06 share, for a total redemption amount of approx $97,852,300. After such redemptions, approx $17,870,500 was left in trust and 1,775,892 shares of common stock held by public stockholders remained outstanding.
Item 9.01. Annual accounts and exhibitions
(d) Exhibits
Exhibit No. Description
3.1 Amendment to Amended and Restated Certificate of Incorporation.
10.1 Promissory Note, dated October 21, 2022, between the Company and
the Sponsor.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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