Blockchain Moon Acquisition Corp. *

Blockchain Moon Acquisition Corp. *

Sep 24, 2021 by sam.beattie

LIQUIDATION – 4/21/23 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be April 21, 2023.
    • The per-share redemption price will be approximately $10.49

The below-announced combination was terminated on 3/15/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: DLTx Inc. [Terminated]

ENTERPRISE VALUE: $163.35 million.
ANTICIPATED SYMBOL: DLTX

Blockchain Moon Acquisition Corp. proposes to combine with DLTx Inc.

DLTx is a vertically integrated technology company expanding Web 3 capabilities by deploying blockchain infrastructure at scale across major global industries. The DLTx team is comprised of decentralists who believe in the new economy that’s powered by cryptographic digital assets. The DLTx team has been developing and launching several of the most important protocols in the blockchain space including Ethereum, developed the first blockchain investment fund in 2014, has built out massive scale mining infrastructure since 2015, and now operates the first publicly traded company focused on powering Web 3.


EXTENSION – 10/21/22 – LINK

  • The shareholders approved the extension by which Blockchain Moon has to consummate a business combination from October 21, 2022 to January 21, 2023
    • 9,724,108 public shares (84.557%) for approximately $10.06 per share
    • The Sponsor will contribute $360K into the trust account for the extension

TRANSACTION

  • The transaction is expected to be completed by the summer of 2023.
  • 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.

blockchain moon transaction overview


PIPE

  • There is no PIPE for this transaction.

EARNOUT

  • Company
    • The company will issue an aggregate of 6,000,000 Company Shares to the entities entitled to the shares
      • From the Capitalization Date to the date of this Agreement, the Company has not issued or granted any Company Common Shares or any other Equity Securities.
      • The Company Disclosure Schedules sets forth a true, correct and complete list of the Company Equity Awards outstanding as of the Capitalization Date, and with respect to each outstanding Company Equity Award, the name of the holder of such Company Equity Award, the number of Company Common Shares underlying such Company Equity Award, the grant date of such Company Equity Award, the applicable vesting schedule

LOCK-UP

  • Company and Sponsor
    • Six months from the Closing Date
  • In the event that, at Closing, there is not sufficient public float to remain listed on NASDAQ, New BMAC will release the BMAC Sponsor from the lock-up, and the BMAC Sponsor will distribute New BMAC securities to those of its members who would not be “affiliates” of New BMAC upon receipt thereof in an amount of New BMAC Shares not to exceed such amount as would be necessary for New BMAC to remain listed on NASDAQ immediately following the Closing.

SPONSOR LETTER

  • The Sponsor and DLTx have agreed, among other things to cancel certain equity interests in the Sponsor, upon Closing, for no consideration while New BMAC concurrently redeems, for no consideration, 240,000 BMAC Common Shares, 19,500 BMAC Warrants and 39,000 BMAC Rights held by the Sponsor.
  • The Sponsor, Villani and DLTx have agreed, among other things, that certain equity interests held by Villani shall, upon the Closing, be canceled for no consideration while New BMAC will simultaneously redeem for no consideration 150,000 New BMAC Common Shares held by the Sponsor.
    • BMAC shall cause New BMAC to reserve such Forfeited Shares for issuance, upon the Closing, to the employees of the Group Companies and in such amounts as BMAC and DLTx agree prior to the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Cash available from the Trust Account and all BMAC Financing equaling or exceeding $10,000,000 after payment of transaction expenses.
  • No Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the Business Combination or the Ancillary Documents shall be in effect

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement allows the parties to terminate the agreement upon the occurrence of certain conditions, including if the Effective Time has not occurred by July 21, 2023 (the “Termination Date”)

Due Diligence Period

  • BMAC will have a period ending on the later of (x) 30 days following the signing of the Business Combination Agreement and (y) five days following DLTx’s delivery of certain required PCAOB-compliant audited financial statements to complete its due diligence review of the DLTx business.
    • Any time prior to the expiration of the Diligence Period, BMAC may notify DLTx in writing that it intends to terminate the Business Combination Agreement as a result of its due diligence investigation

ADVISORS

  • Kirkland & Ellis LLP and Advokatfirmaet Thommessen AS are serving as legal advisors to Blockchain Moon.
  • 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.
  • SGI Securities and Chardan Capital Markets are serving as financial advisors to Blockchain Moon.

MANAGEMENT & BOARD


Executive Officers

Enzo A. Villani, 50
Chairman, Chief Executive Officer and Director

Mr. Villani 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, 34
Chief Financial Officer

Mr. Levitt, CFA, 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.



Board of Directors

James Haft, 59
Director

Mr. Haft is an entrepreneur and merchant banker with broad experience powered by the digitization of information and value. Since 2011, Mr. Haft has been the CEO and founder of PALcapital and PALgenesis Fund. He is also the co-founder of CryptoOracle, CryptoMondays, NXTPLabs, ClimateCoin, Condo.com, Houses.com, and StartupHub.nyc. Mr. Haft is focused on the adoption of Distributed Ledger Tech and other decentralized, secure data platforms and solutions as they are adopted by individuals, enterprises and political entities to improve security, speed, cost democratization and value of marketplaces and transactions in businesses and communities. He is Chairman of the Board for DLT Technologies, listed on the Oslo Exchange under the ticker symbol DLTX. Mr. Haft has significant and relevant experience with internet apps, digital and cryptology-based platforms, cryptocurrencies, tokenized assets, security tokens, integrated media, online advertising & metrics, telecom, energy, emerging markets, financial consulting, real estate and venture capital. Mr. Haft graduated from Vassar College with a bachelor of arts degree in economics and art history, and from the Emory University Goizeuta Business School and the School of Law with a joint Juris Doctor/ Master of Business Administration degrees, with a concentration in banking, corporate finance and securities law.


John Jacobs, 62
Director

Mr. 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.


David Shafrir, 39
Director

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.


Michael Terpin, 64
Director

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.


John P. Hopkins, — [Appointed 9/19/22]
Director

Mr. 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.


Carl J. Johnson, — [Appointed 9/19/22]
Director

Mr. 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.