UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed
by the Registrant ¨
Filed
by a Party other than the Registrant ¨
Check the appropriate box:
x Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive
Proxy Statement
¨ Definitive
Additional Materials
¨ Soliciting
Material under §240.14a-12
Blockchain
Moon Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
¨
Fee paid previously with preliminary materials.
¨ Fee computed
on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
PRELIMINARY PROXY MATERIALS
SUBJECT TO COMPLETION
LETTER TO STOCKHOLDERS OF BLOCKCHAIN MOON ACQUISITION
CORP.
4651 Salisbury Road, Suite 400
Jacksonville, FL 32256
Dear Blockchain Moon Acquisition Corp. Stockholder:
You are cordially invited to attend a special meeting
of Blockchain Moon Acquisition Corp., a Delaware corporation (“BMAC”), which will be held on ,
2022, at a.m., Eastern Time, as a virtual meeting, or at such other time, on such
other date and at such other place to which the meeting may be postponed or adjourned (the “Stockholder Meeting”).
Due to the current novel coronavirus (“COVID-19”)
global pandemic, there may be restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part
of our precautions regarding COVID-19, we are planning for the Stockholder Meeting to be held virtually over the internet. You can participate
in the virtual Stockholder Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/bmaq/2022.
Please see “Questions and Answers about the Stockholder Meeting — How do I attend the virtual Stockholder Meeting?”
in the accompanying proxy statement for more information. Even if you are planning on attending the Stockholder Meeting online, please
promptly submit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning
the enclosed proxy, so your shares will be represented at the Stockholder Meeting.
The accompanying notice of the Stockholder Meeting
and proxy statement describe the business BMAC will conduct at the Stockholder Meeting and provide information about BMAC that you should
consider when you vote your shares. As more fully described in the accompanying proxy statement, which is dated ,
2022, and is first being mailed to stockholders on or about that date, the Stockholder Meeting will be held for the purpose of considering
and voting on the following proposals:
| 1. | Proposal No. 1 — Extension Amendment Proposal — To amend BMAC’s amended and restated
certificate of incorporation (the “Certificate of Incorporation”) to extend the date (the “Termination Date”)
by which BMAC has to consummate a business combination (the “Charter
Extension”) from October 21, 2022 (the “Termination Date”) to April 21, 2023 (the “Charter
Extension Date”) (the “Extension Amendment Proposal”). A copy of the proposed amendment is set forth in Annex
A to the accompanying proxy statement; and |
| 2. | Proposal No. 2 — Adjournment Proposal — To adjourn the Stockholder Meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder
Meeting, there are insufficient shares of common stock, par value $0.0001 per share, in the capital of BMAC represented (either in person
or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting
to approve the Extension Amendment Proposal (the “Adjournment Proposal”). |
Both of the Extension Amendment Proposal and the
Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the
proposals in the accompanying proxy statement before you vote. The purpose of the Extension Amendment Proposal is to allow BMAC additional
time to complete an initial business combination (the “Business Combination”). You are not being asked to vote
on any Business Combination at this time.
The Certificate of Incorporation provides that
BMAC has until October 21, 2022 to complete its initial Business Combination. BMAC’s board of directors (the “Board”)
has determined that it is in the best interests of BMAC to seek an extension of the Termination Date and have BMAC’s stockholders
approve the Extension Amendment Proposal in order that BMAC’s stockholders have the opportunity to participate in a Business Combination.
Without the Charter Extension, BMAC believes that it may not be able to complete a Business Combination on or before the Termination Date.
If that were to occur, BMAC would be precluded from completing a Business Combination and would be forced to liquidate.
BMAC reserves the right at any time to cancel the
Stockholder Meeting and not to submit to its stockholders the Extension Amendment Proposal and implement the Charter Extension. In the
event the Stockholder Meeting is cancelled, and a Business Combination is not consummated prior to the Termination Date, BMAC will dissolve
and liquidate in accordance with the Certificate of Incorporation.
In addition, if BMAC has not entered into a definitive
agreement related to a Business Combination prior to the Termination Date, it will be unable to seek a Charter Extension by means of
an amendment to the Certificate of Incorporation and will only be able to extend the Termination Date by making a contribution to the
Trust Account (as defined below) pursuant to the terms of the Certificate of Incorporation (an “Automatic Extension”),
and the Stockholder Meeting will be canceled.
As contemplated by the Certificate of Incorporation,
the holders of shares of BMAC’s common stock, par value $0.0001 per share (the “Common Stock”), issued as part
of the units sold in BMAC’s initial public offering (the “Public Stock”), may elect to redeem all or a portion
of their Public Stock in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”)
established to hold a portion of the proceeds of BMAC’s initial public offering (the “Initial Public Offering”)
and the concurrent sale of private placement units (the “Private Placement Units”), if the Charter Extension is implemented
(the “Redemption”), regardless of how such public stockholders vote in regard to the Extension Amendment Proposal. If
the Extension Amendment Proposal is approved by the requisite vote of stockholders, the holders of Public Stock remaining after the Redemption
will retain their right to redeem their Public Stock for their pro rata portion of the funds available in the Trust Account upon consummation
of a Business Combination or if BMAC does not complete a Business Combination by the Charter Extension Date.
On the Record Date (as defined below), the redemption
price per share was approximately $ (which is expected to be the same approximate
amount two business days prior to the Stockholder Meeting), based on the aggregate amount on deposit in the Trust Account of approximately
$ as of the Record Date (including interest not previously released to BMAC to pay
its franchise and income taxes), divided by the total number of then outstanding Public Stock. If the closing price of the Public Stock
was to remain the same until the date of the Stockholder Meeting, exercising redemption rights would result in a public stockholder receiving
approximately $ [more/less] per share than if the shares were sold in the open market
(based on the current per share redemption price). BMAC cannot assure stockholders that they will be able to sell their Public Stock in
the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity
in its securities when such stockholders wish to sell their shares. BMAC believes that such redemption right enables its public stockholders
to determine whether or not to sustain their investments for an additional period if BMAC does not complete a Business Combination on
or before the Termination Date.
If the Extension Amendment Proposal is not approved,
a Business Combination is not completed and BMAC does not exercise an Automatic Extension, in each case on or before the Termination Date,
BMAC 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 100% of the Public Stock for cash for a redemption price per share as described below (which redemption
will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of BMAC’s then stockholders
and subject to the requirements of the Delaware General Corporation Law (the “DGCL”), including the adoption of a resolution
by the Board pursuant to Section 275(a) of the DGCL finding the dissolution of BMAC advisable and the provision of such notices as are
required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of BMAC’s net assets to its remaining stockholders,
as part of BMAC’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to BMAC’s obligations
under the DGCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price
shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not
previously released to BMAC or necessary to pay its taxes divided by the total number of shares of Public Stock then outstanding. There will
be no distribution from the Trust Account with respect to BMAC’s warrants or rights, which will expire worthless in the event of
our winding up.
The approval of the Extension Amendment Proposal
requires the affirmative vote of at least fifty percent (50%) of the Common Stock.
Approval of the Adjournment Proposal requires
the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock
who are present in person or represented by proxy and entitled to vote thereon at the Stockholder Meeting. The Adjournment Proposal
will only be put forth for a vote if there are insufficient shares of Common Stock present at the Stockholder Meeting to constitute
a quorum or there are not sufficient votes to approve the Extension Amendment Proposal at the Stockholder Meeting.
The Board has fixed the close of business on ,
2022 (the “Record Date”) as the date for determining BMAC’s stockholders entitled to receive notice of and vote
at the Stockholder Meeting and any adjournment thereof. Only holders of record of Common Stock on that date are entitled to have their
votes counted at the Stockholder Meeting or any adjournment thereof.
BMAC believes that it is in the best interests
of BMAC’s stockholders that BMAC obtain the Charter Extension. After careful consideration of all relevant factors, the Board has
determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of BMAC and its stockholders,
has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal
and “FOR” the Adjournment Proposal.
Your vote is very important. Whether or
not you plan to attend the Stockholder Meeting, please vote as soon as possible by following the instructions in the accompanying
proxy statement to make sure that your shares are represented and voted at the Stockholder Meeting. If you hold your shares in
“street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your
bank, broker or other nominee to ensure that your shares are represented and voted at the Stockholder Meeting. The approval of the
Extension Amendment Proposal requires the affirmative vote of at least fifty percent (50%) of the issued and outstanding shares
of Common Stock. Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the
holders of the issued and outstanding shares of Common Stock who are present in person or represented by proxy and entitled to vote
thereon at the Stockholder Meeting. Accordingly, if you fail to vote in person or by proxy at the Stockholder Meeting, your shares
will not be counted for the purposes of determining whether the Extension Amendment Proposal and the Adjournment Proposal are
approved by the requisite majorities.
If you sign, date and return your proxy card without
indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Stockholder Meeting. If you fail
to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Stockholder Meeting
in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Stockholder
Meeting but will not constitute votes cast at the Stockholder Meeting and therefore will have the same effect as a vote “AGAINST”
the Extension Amendment Proposal and no effect on the approval of the Adjournment Proposal. If you are a stockholder of record and you
attend the Stockholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND
IN WRITING THAT YOUR SHARES OF COMMON STOCK ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR
SHARES TO BMAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE STOCKHOLDER MEETING. IN
ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER
AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT
OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM.
IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM
YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
Enclosed is the proxy statement containing detailed
information about the Stockholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend
the Stockholder Meeting, BMAC urges you to read this material carefully and vote your shares.
|
By Order of the Board of Directors
of Blockchain Moon Acquisition Corp. |
|
|
|
|
|
Enzo A. Villani |
|
Chairman of the Board of Directors |
BLOCKCHAIN MOON ACQUISITION CORP.
4651 Salisbury Road, Suite 400
Jacksonville, FL 32256
NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS
OF BLOCKCHAIN MOON ACQUISITION CORP.
TO BE HELD ON ,
2022
To the Stockholders of Blockchain Moon Acquisition Corp.:
NOTICE IS HEREBY GIVEN that a special meeting of
the stockholders of Blockchain Moon Acquisition Corp., a Delaware corporation (“BMAC”), will be held on ,
2022, at
a.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting
may be postponed or adjourned (the “Stockholder Meeting”).
Due to the current novel coronavirus (“COVID-19”)
global pandemic, there may be restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part
of our precautions regarding COVID-19, we are planning for the Stockholder Meeting to be held virtually over the internet. You can participate
in the virtual Stockholder Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/bmaq/2022.
Please see “Questions and Answers about the Stockholder Meeting — How do I attend the virtual Stockholder Meeting?”
for more information. Even if you are planning on attending the Stockholder Meeting online, please promptly submit your proxy vote online,
or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares
will be represented at the Stockholder Meeting.
You are cordially invited to attend the
Stockholder Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend
BMAC’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to extend the
date by which BMAC has to consummate a business combination (the “Charter Extension”) from October 21, 2022
(the “Termination Date”) to April 21, 2023 (the “Charter Extension Date”); a copy of
the proposed amendment is set forth in Annex A to the accompanying proxy statement and (ii) an adjournment proposal to adjourn
the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon
the tabulated vote at the time of the Stockholder Meeting, there are insufficient BMAC common stock represented (either in person or
by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting
to approve the Extension Amendment Proposal (the “Adjournment Proposal”) (unless BMAC determines that it is not
necessary to hold the Stockholder Meeting as described in the accompanying proxy statement), each as more fully described below
in the accompanying proxy statement, which is
dated ,
2022 and is first being mailed to stockholders on or about that date.
The proposals to be voted upon at the Stockholder
Meeting are as follows:
| 1. | Proposal No. 1 — Extension Amendment Proposal — To amend the Certificate of Incorporation
to extend the date by which BMAC has to consummate a business combination from the Termination Date to the Charter Extension Date (the
“Extension Amendment Proposal”). A copy of the proposed amendment is set forth in Annex A to the accompanying proxy
statement; and |
| 3. | Proposal No. 2 — Adjournment Proposal —
To adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based
upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of common stock, par value $0.0001 per
share, in the capital of BMAC represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder
Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal. |
Both of the Extension Amendment Proposal and the
Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the
proposals in the accompanying proxy statement before you vote. The purpose of the Extension Amendment Proposal is to allow BMAC additional
time to complete an initial business combination (the “Business Combination”). You are not being asked to vote
on any Business Combination at this time.
BMAC’s Certificate of Incorporation provides
that BMAC has until the Termination Date to complete its initial Business Combination. BMAC’s board of directors (the “Board”)
has determined that it is in the best interests of BMAC to seek an extension of the Termination Date and have BMAC’s stockholders
approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Charter
Extension, BMAC believes that BMAC may not be able to complete a Business Combination on or before the Termination Date. If that were
to occur, BMAC would be precluded from completing a Business Combination and would be forced to liquidate.
BMAC reserves the right at any time to cancel the
Stockholder Meeting and not to submit to its stockholders the Extension Amendment Proposal and implement the Charter Extension. In the
event the Stockholder Meeting is cancelled, and a Business Combination is not consummated prior to the Termination Date, BMAC will dissolve
and liquidate in accordance with the Certificate of Incorporation.
BMAC believes that it is in the best interests
of BMAC’s stockholders that BMAC obtain the Charter Extension if needed. After careful consideration of all relevant factors, the
Board has determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of BMAC and its stockholders,
has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal
and “FOR” the Adjournment Proposal.
In addition, if BMAC has not entered into a definitive
agreement related to a Business Combination prior to the Termination Date, it will be unable to seek a Charter Extension by means of an
amendment to the Certificate of Incorporation and will only be able to extend the Termination Date by making a contribution to the Trust
Account (as defined below) pursuant to the terms of the Certificate of Incorporation (an “Automatic Extension”), and
the Stockholder Meeting will be canceled.
As contemplated by the Certificate of Incorporation,
the holders of BMAC’s common stock, par value $0.0001 per share (the “Common Stock”), issued as part of the units
sold in BMAC’s initial public offering (the “Public Stock”), may elect to redeem all or a portion of their Public
Stock in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established
to hold a portion of the proceeds of BMAC’s initial public offering (the “Initial Public Offering”) and the concurrent
sale of private placement units (the “Private Placement Units”), if the Charter Extension is implemented (the “Redemption”),
regardless of how such public stockholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal
is approved by the requisite vote of stockholders (and not abandoned), holders of Public Stock remaining after the Redemption will retain
their right to redeem their Public Stock for their pro rata portion of the funds available in the Trust Account upon consummation
of a Business Combination or if BMAC does not complete a Business Combination, by the Charter Extension Date.
On the Record Date (as defined below), the redemption
price per share was approximately $ (which is expected to be the same approximate
amount two business days prior to the Stockholder Meeting), based on the aggregate amount on deposit in the Trust Account of approximately
$ as of the Record Date (including interest not previously released to BMAC to pay
its franchise and income taxes), divided by the total number of then outstanding Public Stock. If the closing price of the Public Stock
was to remain the same until the date of the Stockholder Meeting, exercising redemption rights would result in a public stockholder receiving
approximately $ [more/less] per share than if the shares were sold in the open market
(based on the current per share redemption price). BMAC cannot assure stockholders that they will be able to sell their Public Stock in
the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity
in its securities when such stockholders wish to sell their shares. BMAC believes that such redemption right enables its public stockholders
to determine whether or not to sustain their investments for an additional period if BMAC does not complete a Business Combination on
or before the Termination Date.
Approval of the Extension Amendment Proposal is
a condition to the implementation of the Charter Extension. In addition, BMAC will not proceed with the Charter Extension if BMAC will
not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account
the Redemption. BMAC cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment
Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the $
that was in the Trust Account as of the Record Date (including interest not previously released to BMAC to pay its franchise and income
taxes).
If the Extension Amendment Proposal is not approved,
a Business Combination is not completed and BMAC does not exercise an Automatic Extension, in each case on or before the Termination Date,
BMAC 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 subject to lawfully available funds therefor, redeem 100% of the Public Stock, 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 BMAC to pay its franchise and income taxes, if any (less up to $100,000 of such interest
to pay dissolution expenses), divided by the total number of the then-outstanding shares of Public Stock, 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 BMAC’s
remaining stockholders and the Board, in accordance with applicable law, liquidate and dissolve, subject in the each case to BMAC’s
obligations under the Delaware General Corporation Law (the “DGCL”) to provide for claims of creditors and the requirements
of other applicable law. There will be no distribution from the Trust Account with respect to BMAC’s warrants or rights, which will
expire worthless in the event of our winding up.
In the event of a liquidation, Jupiter Sponsor LLC (the “Sponsor”) will not receive any monies held in the Trust Account as a result of its ownership of 2,875,000
shares of Common Stock, which were issued to the Sponsor prior to BMAC’s initial public offering, and 430,000 shares of Common Stock
underlying the Private Placement Units, which were purchased by the Sponsor in a private placement which occurred simultaneously with
the completion of BMAC’s initial public offering. As a consequence, a liquidating distribution will be made only with respect to
the Public Stock.
If BMAC liquidates, the Sponsor has agreed to indemnify
us to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business
with which we have discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below (i) $10.00
per share of Public Stock or (ii) such lesser amount per share of Public Stock 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, except as to any claims by a third party who executed a waiver of any and all rights to seek access to our trust account and
except as to any claims under our indemnity of the underwriters of BMAC’s initial public offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. 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. We cannot assure
you, however, that the Sponsor would be able to satisfy those obligations. Based upon the current amount in the Trust Account, we anticipate
that the per-share price at which shares of Public Stock will be redeemed from cash held in the Trust Account will be approximately $ .
Nevertheless, BMAC cannot assure you that the per share distribution from the Trust Account, if BMAC liquidates, will not be less than
$ , plus interest, due to unforeseen claims of creditors.
Under the DGCL, stockholders may be held liable
for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation
complies with certain procedures set forth in Section 280 of the DGCL 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 liquidating distributions
are made to stockholders, any liability of stockholders with respect to a liquidating distribution 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.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND
IN WRITING THAT YOUR SHARES OF COMMON STOCK ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR
SHARES TO BMAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE STOCKHOLDER MEETING. IN ORDER TO EXERCISE YOUR
REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN
DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES
ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET
NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE
YOUR REDEMPTION RIGHTS.
The approval of the Extension Amendment Proposal
requires the affirmative vote of at least fifty percent (50%) of the issued and outstanding shares of Common Stock.
Approval of the Adjournment Proposal requires
the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock
who are present in person or represented by proxy and entitled to vote thereon at the Stockholder Meeting. The Adjournment Proposal
will only be put forth for a vote if there are insufficient shares of Common Stock present at the Stockholder Meeting to constitute
a quorum or there are not sufficient votes to approve the Extension Amendment Proposal at the Stockholder Meeting.
Record holders of Common Stock at the close of
business on ,
2022 (the “Record Date”) are entitled to vote or have their votes cast at the Stockholder Meeting. On the Record Date,
there were 11,500,000 issued and outstanding shares of Common Stock held by public stockholders and 3,305,000 issued and outstanding shares
of Common Stock held by the Sponsor. BMAC’s warrants and rights do not have voting rights.
The Sponsor and BMAC’s officers and directors
intend to vote all of their Common Stock in favor of the proposals being presented at the Stockholder Meeting and have, pursuant to a
letter agreement, agreed to, among other things, waive their redemption rights with respect to any Common Stock held by them in connection
with this Stockholder Meeting. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption
price. As of the date of the accompanying proxy statement, the Sponsor holds approximately 22.3% of the issued and outstanding shares
of Common Stock and BMAC’s officers and directors do not own any Common Stock (excluding any securities indirectly owned by officers
or directors as a result of his or her membership interest in the Sponsor). As a result, in addition to the Sponsor, (i) approval
of the Extension Amendment Proposal will require the affirmative vote of at least 4,097,500 shares of Public Stock (or approximately 35.6%
of the Public Stock) and (ii) approval of the Adjournment Proposal will require the affirmative vote of at least 4,097,501 shares
of Public Stock (or approximately 35.6% of the Public Stock) if all shares of Public Stock are represented at the Stockholder Meeting
and cast votes, and the affirmative vote of at least 396,251 shares of Public Stock (or approximately 3.5% of the Public Stock) if only
such shares as are required to establish a quorum are represented at the Stockholder Meeting and cast votes.
The accompanying proxy statement contains important information
about the Stockholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Stockholder
Meeting, BMAC urges you to read this material carefully and vote your shares.
The accompanying proxy statement is dated ,
2022 and is first being mailed to stockholders on or about that date.
|
By Order of the Board of Directors
of Blockchain Moon Acquisition Corp. |
|
|
|
|
|
Enzo A. Villani Chairman of the Board of Directors
, 2022 |
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
ii |
|
|
RISK FACTORS |
1 |
|
|
QUESTIONS AND ANSWERS ABOUT THE STOCKHOLDER MEETING |
2 |
|
|
SPECIAL MEETING OF BMAC STOCKHOLDERS |
13 |
|
|
PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL |
19 |
|
|
PROPOSAL NO. 2 — THE ADJOURNMENT PROPOSAL |
24 |
|
|
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR STOCKHOLDERS EXERCISING REDEMPTION RIGHTS |
25 |
|
|
BUSINESS OF BMAC AND CERTAIN INFORMATION ABOUT BMAC |
32 |
|
|
BENEFICIAL OWNERSHIP OF SECURITIES |
32 |
|
|
FUTURE STOCKHOLDER PROPOSALS |
34 |
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HOUSEHOLDING INFORMATION |
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WHERE YOU CAN FIND MORE INFORMATION |
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ANNEX A PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BLOCKCHAIN MOON ACQUISITION CORP. |
A-1 |
BLOCKCHAIN MOON ACQUISITION CORP.
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER , 2022
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this proxy
statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters
that are not historical facts. Forward-looking statements reflect the current views of Blockchain Moon Acquisition Corp., a Delaware corporation
(“BMAC”) with respect to, among other things, BMAC’s capital resources and results of operations. Likewise, BMAC’s
financial statements and all of BMAC’s statements regarding market conditions and results of operations are forward-looking statements.
In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,”
“expects,” “potential,” “continues,” “may,” “will,” “should,”
“could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,”
“estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.
The forward-looking statements contained in this
proxy statement reflect BMAC’s current views about future events and are subject to numerous known and unknown risks, uncertainties,
assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking
statement. BMAC does not guarantee that the transactions and events described will happen as described (or that they will happen at all).
The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated
in the forward-looking statements:
| · | BMAC’s ability to complete a Business Combination (as defined
below); |
| · | the anticipated benefits of a Business Combination; |
| · | the volatility of the market price and liquidity of the Public Stock and other securities of BMAC; and |
| · | the use of funds not held in the Trust Account (as described herein) or available to BMAC from interest income on the Trust Account
balance. |
While forward-looking statements reflect
BMAC’s good faith beliefs, they are not guarantees of future performance. BMAC disclaims any obligation to publicly update or
revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods,
future events or other changes after the date of this proxy statement, except as required by applicable law. For a further
discussion of these and other factors that could cause BMAC’s future results, performance or transactions to differ
significantly from those expressed in any forward-looking statement, please see the section entitled “Risk
Factors” in BMAC’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the
Securities and Exchange Commission (the “SEC”) on April 14, 2022 and in other reports BMAC files with the
SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available
to BMAC (or to third parties making the forward-looking statements).
RISK
FACTORS
In addition to the below risk factor, you should consider carefully
all of the risks described in our Annual Report on Form 10-K filed with the SEC on April 14, 2022, any subsequent Quarterly
Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC before making a decision to invest in our securities.
The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business,
financial condition and operating results or result in our liquidation.
A new 1% U.S. federal excise tax could be imposed on us in connection
with redemptions by us of our shares.
On August 16, 2022, President Biden signed
into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a 1% excise tax on
the fair market value of stock repurchased by “covered corporations” beginning in 2023, with certain exceptions (the “Excise
Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased.
Because we are a Delaware corporation and our securities are trading on Nasdaq, we believe that we are a “covered corporation”
for this purpose. 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 Treasury has been given authority to provide regulations and other guidance to carry out, and
prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and/or to
what extent, the Excise Tax could apply to any redemptions of our public shares after December 31, 2022, including any redemptions
in connection with a Business Combination or in the event we do not consummate a Business Combination by the Charter
Extension Date.
As described under “Proposal No. 1 — The Extension
Amendment Proposal”, if the Termination Date (currently October 21, 2022) is extended, our public stockholders will have the
right to require us to redeem their public shares. Because any redemption that occurs as a result of the Charter Extension would occur
before December 31, 2022, we would not be subject to the Excise Tax as a result of any redemptions in connection with the Extension.
However, if our stockholders approve the Charter Extension, then any redemption or other repurchase that we make that occurs after December
31, 2022 may be subject to the Excise Tax. Whether and to what extent we would be subject to the Excise Tax would depend on a number
of factors, including (i) the fair market value of the redemptions and repurchases in connection with our initial business combination,
(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 the business combination but issued within the same taxable year
of a Business Combination) and (iv) the content of regulations and other guidance from the U.S. Department of Treasury.
QUESTIONS
AND ANSWERS ABOUT THE STOCKHOLDER MEETING
The questions and answers below highlight only
selected information from this proxy statement and only briefly address some commonly asked questions about the Stockholder Meeting (as
defined below) and the proposals to be presented at the Stockholder Meeting. The following questions and answers do not include all the
information that is important to BMAC stockholders. Stockholders are urged to read carefully this entire proxy statement, including the
other documents referred to herein, to fully understand the proposals to be presented at the Stockholder Meeting and the voting procedures
for the Stockholder Meeting, which will be held on
, 2022, at a.m., Eastern Time. The Stockholder Meeting will be
held as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or
adjourned (the “Stockholder Meeting”). You can participate in the meeting, vote, and submit questions via live webcast
by visiting https://www.cstproxy.com/bmaq/2022.
Q: | Why am I receiving this proxy statement? |
A: | BMAC is a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. |
Following the closing of BMAC’s initial public
offering on October 21, 2021 (the “IPO”) and the full exercise of the underwriters’ over-allotment,
$115,000,000 ($10.00 per unit offered in the IPO (the “Units”)) from the net proceeds of the sale of the Units in
the IPO and the sale of private placement units (the “Private Placement Units”) to Jupiter Sponsor LLC (the
“Sponsor”) was placed in a trust account established at the consummation of the IPO that holds the proceeds of
the IPO (the “Trust Account”).
Like most blank check companies, BMAC’s amended and
restated certificate of incorporation (the “Certificate of Incorporation”) provides for the return of the IPO proceeds
held in trust to the holders of shares of common stock, par value $0.0001 per share (the “Common Stock”), issued as
part of the Units (the “Public Stock”) if there is no qualifying business combination(s) consummated on or before
October 21, 2022 (the “Termination Date”).
Without the Charter Extension (as defined below), BMAC believes
that BMAC might not, despite its best efforts, be able to complete its initial business combination (the “Business Combination”)
on or before October 21, 2022. BMAC believes that it is in the best interests of BMAC’s stockholders to continue BMAC’s
existence until April 21, 2023 in order to allow BMAC additional time to complete a Business Combination and is therefore holding
this Stockholder Meeting.
Q: | When and where will the Stockholder Meeting be held? |
A: | The Stockholder Meeting will be held on , 2022, at
a.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be
postponed or adjourned. |
In view of the ongoing novel coronavirus (“COVID-19”)
global pandemic, we are taking precautionary measures and therefore are planning for the Stockholder Meeting to be held virtually over
the internet. We encourage you to attend the Stockholder Meeting virtually. You can participate in the meeting, vote, and submit questions
via live webcast by visiting https://www.cstproxy.com/bmaq/2022. Please see “Questions and Answers about the Stockholder
Meeting — How do I attend the virtual Stockholder Meeting?” for more information.
| A: | If you were a holder of record of shares of Public Stock on
the Record Date, you may vote with respect to the proposals electronically, or by completing, signing, dating and returning the
enclosed proxy card in the postage-paid envelope provided. |
Voting
by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are
authorizing the individuals named on the proxy card to vote your shares at the Stockholder Meeting in the manner you indicate. You are
encouraged to sign and return the proxy card even if you plan to attend the Stockholder Meeting so that your shares will be voted if you
are unable to attend the Stockholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in
multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be
received by 5:00 p.m., Eastern Time, on , 2022.
Voting
Electronically. You may attend, vote and examine the list of stockholders entitled to vote at the Stockholder
Meeting by visiting https://www.cstproxy.com/bmaq/2022 and entering the control number found on your proxy card, voting instruction
form or notice included in the proxy materials.
Q: | How do I attend the virtual Stockholder Meeting? |
A: | If you are a registered stockholder, you will receive a proxy card from Continental Stock Transfer & Trust Company (“Continental,”
or the “Transfer Agent”). The form contains instructions on how to attend the virtual Stockholder Meeting including
the URL address, along with your control number. You will need your control number for access. If you do not have your control number,
contact the Transfer Agent at 917-262-2373, or email proxy@continentalstock.com. |
You can pre-register to attend the virtual Stockholder Meeting
starting , 2022, at a.m.,
Eastern Time (two business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/bmaq/2022,
enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start
of the Stockholder Meeting you will need to log in again using your control number and will also be prompted to enter your control number
if you vote during the Stockholder Meeting.
Stockholders who hold their investments through a bank or
broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Stockholder Meeting you will need
to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control
number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control
number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for
processing your control number.
If you do not have access to Internet, you can listen only
to the meeting by dialing (or
if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number .
Please note that you will not be able to vote or ask questions at the Stockholder Meeting if you choose to participate telephonically.
Q: | What are the specific proposals on which I am being asked to vote at the Stockholder Meeting? |
A: | BMAC stockholders are being asked to consider and vote on the following proposals: |
| 1. | Proposal No. 1 — Extension Amendment Proposal — To amend BMAC’s amended and restated certificate
of incorporation (the “Certificate of Incorporation”) to extend the date by which BMAC has to consummate a business
combination (the “Charter Extension”) from October 21, 2022 (the “Termination Date”) to April 21,
2023 (the “Charter Extension Date”) (the “Extension Amendment Proposal”). A copy of the proposed
amendment, which we refer to as the “Charter Amendment,” is set forth in Annex A to this proxy statement;
and |
| 2. | Proposal No. 2 — Adjournment Proposal — To adjourn the Stockholder Meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder
Meeting, there are insufficient shares of Common Stock in the capital of BMAC represented (either in person or by proxy) to constitute
a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment
Proposal (the “Adjournment Proposal”). |
For more information, please see “Proposal No. 1 — The
Extension Amendment Proposal” and “Proposal No. 2 — The Adjournment Proposal”.
After careful consideration, BMAC’s board of directors
(the “Board”) has unanimously determined that the Extension Amendment Proposal and the Adjournment Proposal are in
the best interests of BMAC and its stockholders and unanimously recommends that you vote “FOR” or give instruction to vote
“FOR” each of these proposals.
The existence of financial and personal interests of our
directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of BMAC and
its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for
the proposals. See the sections titled “Proposal No. 1 — The Extension Amendment Proposal — Interests of
the Sponsor and BMAC’s Directors and Officers” and “Beneficial Ownership of Securities” for a further
discussion of these considerations.
THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE
URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.
Q: | Am I being asked to vote on a proposal to elect directors? |
A: | No. Holders of Public Stock are not being asked to vote on the election of directors at this time. |
Q: | Are the proposals conditioned on one another? |
A: | Approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension, unless BMAC elects to
exercise an Automatic Extension. In addition, BMAC will not proceed with the Charter Extension if BMAC will not have at least $5,000,001
of net tangible assets following approval of the Extension Amendment Proposal, after taking into account any redemptions of Public Stock
by public stockholders in exchange for their pro rata portion of the funds held in the Trust Account in connection with the
Charter Extension (the “Redemptions”). |
If the Charter Extension is implemented and one or more BMAC
stockholders elect to redeem their Public Stock pursuant to the Redemption, BMAC will remove from the Trust Account and deliver to the
holders of such redeemed Public Stock an amount equal to the pro rata portion of funds available in the Trust Account with respect
to such redeemed Public Stock, and retain the remainder of the funds in the Trust Account for BMAC’s use in connection with consummating
a Business Combination, subject to the redemption rights of holders of Public Stock in connection with a Business Combination.
The Adjournment Proposal is conditional on BMAC not obtaining
the necessary votes for approving the Extension Amendment Proposal prior to the Stockholder Meeting in order to seek additional time to
obtain sufficient votes in support of the Charter Extension. If the Extension Amendment Proposal is approved at the Stockholder Meeting,
the Adjournment Proposal will not be presented.
Q: | Why is BMAC proposing the Extension Amendment Proposal and the Adjournment Proposal? |
A: |
BMAC’s Certificate of Incorporation provides for the return of the IPO proceeds held in trust to the holders of Public Stock sold in the IPO if there is no qualifying business combination consummated on or before the Termination Date. The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow BMAC additional time to complete a Business Combination. |
Without the Charter Extension, BMAC believes that it may
not be able to complete a Business Combination on or before the Termination Date. If that were to occur, BMAC would be forced to liquidate.
If the Extension Amendment Proposal is not approved by
BMAC’s stockholders, BMAC may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient
votes in support of the Charter Extension. If the Adjournment Proposal is not approved by BMAC’s stockholders, the Board may
not be able to adjourn the Stockholder Meeting to a later date or dates in the event that there are insufficient shares of Common
Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or
at the time of the Stockholder Meeting to approve the Extension Amendment Proposal.
BMAC reserves the right at any time to cancel the Stockholder
Meeting and not to submit to its stockholders the Extension Amendment Proposal and implement the Charter Extension. In the event the Stockholder
Meeting is cancelled, and a Business Combination is not consummated prior to the Termination Date, BMAC will dissolve and liquidate in
accordance with the Certificate of Incorporation.
In addition, BMAC will not proceed with the Charter Extension
if BMAC will not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking
into account the Redemptions and may instead elect to exercise an Automatic Extension.
Q: | What constitutes a quorum? |
A: | A quorum of our stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of stockholders holding
a majority of the Common Stock entitled to vote at the Stockholder Meeting constitutes a quorum at the Stockholder Meeting.
Abstentions will be considered present for the purposes of establishing a quorum. The Sponsor, who beneficially owns approximately
22.3% of the issued and outstanding shares of Common Stock as of the Record Date, will count towards this quorum. As a result, as of
the Record Date, in addition to the shares of the Sponsor, an additional 4,097,501 shares of Common Stock held by public
stockholders would be required to be present at the Stockholder Meeting to achieve a quorum. Because the Extension Amendment
Proposal and the Adjournment Proposal are “non-routine” matters, banks, brokers and other nominees will not have
authority to vote on any proposals unless instructed. Therefore, such broker non-votes will not count towards quorum at the
Stockholder Meeting. In the absence of a quorum, the chairman of the Stockholder Meeting has the power to adjourn the Stockholder
Meeting. |
Q: | What vote is required to approve the proposals presented at the Stockholder Meeting? |
A: | The approval of the Extension Amendment Proposal requires the affirmative vote of at least fifty percent (50%) of the issued
and outstanding shares of Common Stock. |
Approval of the Adjournment Proposal requires the
affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who
are present in person or represented by proxy and entitled to vote thereon at the Stockholder Meeting.
Q: | How will the Sponsor and BMAC’s directors and officers vote? |
A: | The Sponsor and BMAC’s directors and officers intend to vote any Common Stock over which they have voting control in favor of
the Extension Amendment Proposal and the Adjournment Proposal. |
The Sponsor is not entitled to redeem any Common Stock
held by it in connection with the Extension Amendment Proposal. On the Record Date, the Sponsor beneficially owned and was entitled
to vote an aggregate of 3,305,000 shares of Common Stock, representing approximately 22.3% of BMAC’s issued and outstanding
shares of Common Stock.
A: | BMAC’s sponsor is Jupiter Sponsor LLC, a Delaware limited liability company. The Sponsor currently owns 2,875,000 shares
of Common Stock and 430,000 Private Placement Units of BMAC. Enzo A. Villani, the Chairman of BMAC, has voting and dipositive power
over the Common Stock and Private Placement Units held by the Sponsor. The Sponsor is not "controlled" (as defined in 31 CFR
800.208) by a foreign person, such that the Sponsor's involvement in the Business Combination would be a "covered transaction" (as
defined in 31 CFR 800.213). However, it is possible that non-U.S. persons could be involved in our Business Combination, which may
increase the risk that our Business Combination becomes subject to regulatory review, including review by the Committee on Foreign
Investment in the United States (“CFIUS”), and that restrictions, limitations or conditions will be imposed by
CFIUS. If our Business Combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by the Foreign
Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling
investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and
subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If
our potential Business Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are
required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with a Business Combination
without notifying CFIUS and risk CFIUS intervention, before or after closing a Business Combination. CFIUS may decide to block or
delay our Business Combination, impose conditions to mitigate national security concerns with respect to such Business Combination
or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may
limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would
otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with which we could complete a
Business Combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition
companies which do not have similar foreign ownership issues. A failure to notify CFIUS of a transaction where such notification was
required or otherwise warranted based on the national security considerations presented by an investment target may expose the
Sponsor and/or the combined company to legal penalties, costs, and/or other adverse reputational and financial effects, thus
potentially diminishing the value of the combined company. In addition, CFIUS is actively pursuing transactions that were not
notified to it and may ask questions regarding, or impose restrictions or mitigation on, a Business Combination post-closing. |
Moreover, the process of government review, whether by the
CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete a Business Combination
by October 21, 2022 (or April 21, 2023 if extended) because the transaction is still under review or because our Business Combination
is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders
may only receive $ per share of Public Stock, and our warrants and rights will expire worthless. This will
also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through
any price appreciation in the combined company.
Q: | Why should I vote “FOR” the Extension Amendment Proposal? |
A: | BMAC believes stockholders will benefit from BMAC consummating a Business Combination and is proposing the Extension Amendment Proposal
to extend the date by which BMAC has to complete a Business Combination until the Charter Extension Date. Without the Charter Extension,
BMAC believes that BMAC may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, BMAC
would be forced to liquidate, unless it elects to exercise an Automatic Extension. |
Q: | What if I do not want to vote “FOR” the Extension Amendment Proposal or the Adjournment Proposal? |
A: | If you do not want the Extension Amendment Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN”, not
vote, or vote “AGAINST” such proposal. |
If you attend the Stockholder Meeting in person or by proxy,
you may vote “AGAINST” the Extension Amendment Proposal or the Adjournment Proposal, and your Common Stock will be counted
for the purposes of determining whether the Extension Amendment Proposal or the Adjournment Proposal (as the case may be) are approved.
However, if you fail to attend the Stockholder Meeting in
person or by proxy, or if you do attend the Stockholder Meeting in person or by proxy but you “ABSTAIN” or otherwise fail
to vote at the Stockholder Meeting, your Common Stock will not be counted for the purposes of determining whether the Adjournment Proposal
is approved, and your Common Stock which are not voted at the Stockholder Meeting will have no effect on the outcome of such vote. If
you “ABSTAIN” or otherwise fail to vote at the Stockholder Meeting, this will have the same effect as a vote “AGAINST”
the Extension Amendment Proposal.
If the Extension Amendment Proposal is approved, the Adjournment
Proposal will not be presented for a vote.
Q: | Will you seek any further extensions to liquidate the Trust Account? |
A: | Other than as described in this proxy statement, BMAC does not currently anticipate seeking any further extension to consummate a
Business Combination, but may do so in the future. |
Q: | What happens if the Extension Amendment Proposal is not approved? |
A: | If there are insufficient votes to approve the Extension Amendment Proposal, BMAC may put the Adjournment Proposal to a vote in order
to seek additional time to obtain sufficient votes in support of the Charter Extension. |
If the Extension Amendment Proposal is not approved at
the Stockholder Meeting or at any adjournment thereof, a Business Combination is not completed and BMAC does not exercise an
Automatic Extension, in each case on or before the Termination Date, then as contemplated by and in accordance with the Certificate
of Incorporation, BMAC 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 100% of the Public Stock for cash for a redemption price per share as
described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to
receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject
to approval of BMAC’s then stockholders and subject to the requirements of the Delaware General Corporation Law (the
“DGCL”), including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the DGCL
finding the dissolution of BMAC advisable and the provision of such notices as are required by said Section 275(a) of the DGCL,
dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of BMAC’s plan
of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to BMAC’s obligations under the DGCL to provide
for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a
pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously
released to BMAC or necessary to pay its taxes divided by the total number of shares of Public Stock then outstanding.
The Sponsor waived its right to participate in any liquidation
distribution with respect to the 3,305,000 shares of Common Stock held by it. There will be no distribution from the Trust Account with
respect to BMAC’s warrants or rights, which will expire worthless in the event BMAC dissolves and liquidates the Trust Account.
Q: | If the Extension Amendment Proposal is approved, what happens next? |
A: | If the Extension Amendment Proposal is approved, BMAC will file the Charter Amendment with the Delaware Secretary of State and will
continue to attempt to consummate a Business Combination until the Charter Extension Date. |
If the Extension Amendment Proposal is approved and the Charter
Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the
Trust Account with respect to such redeemed Public Stock will reduce the amount remaining in the Trust Account and increase the percentage
interest of BMAC held by the Sponsor. In addition, BMAC’s Certificate of Incorporation provides that BMAC cannot redeem or repurchase
Public Stock to the extent such redemption would result in BMAC’s failure to have at least $5,000,001 of net tangible assets. As
a result, BMAC will not proceed with the Charter Extension if BMAC will not have at least $5,000,001 of net tangible assets upon its implementation
of the Charter Extension, after taking into account the Redemptions.
Q: | If I vote for or against the Extension Amendment Proposal, do I need to request that my shares be redeemed? |
A: | Yes. Whether you vote “for” or “against” the Extension Amendment Proposal, or do not vote at all, you may
elect to redeem your shares. However, you will need to submit a redemption request for your shares if you choose to redeem. |
Q: | Will how I vote affect my ability to exercise redemption rights? |
A: | No. You may exercise your redemption rights whether or not you are a holder of Public Stock on the Record Date (so long as you
are a holder at the time of exercise), or whether you are a holder and vote your Public Stock of BMAC on the Extension Amendment Proposal
(for or against) or any other proposal described by this proxy statement. As a result, the Charter Extension can be approved by stockholders
who will redeem their Public Stock and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Stock
holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential
inability to meet the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). |
Q: | May I change my vote after I have mailed my signed proxy card? |
A: | Yes. Stockholders may send a later-dated, signed proxy card to Blockchain Moon Acquisition Corp., at 4651 Salisbury Road, Suite 400,
Jacksonville, FL 32256, so that it is received by BMAC prior to the vote at the Stockholder Meeting (which is scheduled to take place
on , 2022) or attend the virtual Stockholder Meeting and vote electronically. Stockholders
also may revoke their proxy by sending a notice of revocation to BMAC’s Chief Executive Officer, which must be received by BMAC’s
Chief Executive Officer prior to the vote at the Stockholder Meeting. However, if your shares are held in “street name” by
your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote. |
A: | Votes will be counted by the inspector of election appointed for the Stockholder Meeting, who will separately count
“FOR” and “AGAINST” votes and abstentions. The approval of the Extension Amendment Proposal requires the
affirmative vote of at least fifty percent (50%) of the issued and outstanding shares of Common Stock. Approval of the
Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and
outstanding shares of Common Stock who are present in person or represented by proxy and entitled to vote thereon at the Stockholder
Meeting. |
Stockholders who attend the Stockholder Meeting, either in
person or by proxy, will be counted (and the number of Common Stock held by such stockholders will be counted) for the purposes of determining
whether a quorum is present at the Stockholder Meeting. The presence, in person or by proxy, of stockholders holding a majority of the
Common Stock entitled to vote at the Stockholder Meeting constitutes a quorum at the Stockholder Meeting.
With respect to the Extension Amendment Proposal, abstentions
will have the same effect as a vote “AGAINST” the proposal. As this proposal is not a “routine” matter, brokers
will not be permitted to exercise discretionary voting on this proposal.
With respect to the Adjournment Proposal, abstentions will
have no effect on the approval of the proposal. As this proposal is not a “routine” matter, brokers will not be permitted
to exercise discretionary voting on this proposal.
Q: | If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A: | If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must
provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided
by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy
card directly to BMAC or by voting online at the Stockholder Meeting unless you provide a “legal proxy,” which you must obtain
from your broker, bank or other nominee. |
Under the rules of Nasdaq, brokers who hold shares in
“street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine”
proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting
discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions
from the beneficial owner. The Extension Amendment Proposal and Adjournment proposal are “non-routine” matters and therefore,
brokers are not permitted to exercise their voting discretion with respect to these proposals.
If you are a BMAC stockholder holding your shares in “street
name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee
will not vote your shares on the Extension Amendment Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee
can vote your shares on the Extension Amendment Proposal or the Adjournment Proposal at the Stockholder Meeting only if you provide instructions
on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.
Q: | Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal and the Adjournment Proposal? |
A: | Yes. After careful consideration of the terms and conditions of the Extension Amendment Proposal the Board has determined that the
Extension Amendment Proposal is in the best interests of BMAC and its stockholders. The Board recommends that BMAC’s stockholders
vote “FOR” the Extension Amendment Proposal. |
Additionally, the Board has determined that the Adjournment
Proposal is in the best interests of BMAC and its stockholders and recommends that BMAC’s stockholders vote “FOR” the
Adjournment Proposal, if presented.
Q: | What interests do BMAC’s directors and officers have in the approval of the Extension Amendment Proposal? |
A: | BMAC’s directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition
to, your interests as a stockholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of
Common Stock and Private Placement Units. See the section entitled “Proposal No. 1 — The Extension Amendment
Proposal — Interests of the Sponsor and BMAC’s Directors and Officers” in this proxy statement. |
Q: | Do I have appraisal rights if I object to the Extension Amendment Proposal? |
A: | No. There are no appraisal rights available to BMAC’s stockholders in connection with the Extension Amendment Proposal. |
Q: | If I am a Public Warrant (defined below) or Public Right (defined below) holder, can I exercise redemption rights with respect
to my Public Warrants or Public Rights? |
A: |
No. The holders of public warrants issued in connection with the IPO (with a whole warrant representing the right to acquire one-half (1/2) of a share of Common Stock at an exercise price of $11.50 per whole share) (the “Public Warrants”) and the holders of public rights (with a whole right representing the right to receive one-tenth (1/10) of a share of common stock upon consummation of a business combination) (the “Public Rights”) have no redemption rights with respect to such Public Warrants or Public Rights. |
Q: | What do I need to do now? |
A: | You are urged to read carefully and consider the information contained in this proxy statement and to consider how the Extension Amendment
Proposal and the Adjournment Proposal will affect you as a stockholder. You should then vote as soon as possible in accordance with the
instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank
or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
Q: | How do I exercise my redemption rights? |
A: | If you are a holder of Common Stock and wish to exercise your right to redeem your Common Stock, you must: |
| I. | (a) hold Common Stock or (b) hold Common Stock through Units and elect to separate your Units into the underlying Common
Stock, Public Rights and Public Warrants prior to exercising your redemption rights with respect to the Common Stock; |
| II. | prior to 5:00 p.m., Eastern Time, on , 2022 (two business days prior to
the initially scheduled vote at the Stockholder Meeting) (a) submit a written request to the Transfer Agent that BMAC redeem all
or a portion of your Common Stock for cash and (b) identify yourself as the beneficial holder of the Common Stock and provide your
legal name, phone number and address; and |
| III. | deliver your Common Stock to the Transfer Agent, physically or electronically through the Depository Trust Company (“DTC”). |
The address of the Transfer Agent is listed under the question
“Who can help answer my questions?” below.
Holders of Units must elect to separate the underlying Common
Stock, Public Rights and Public Warrants prior to exercising redemption rights with respect to the Common Stock. If holders hold their
Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the
underlying Common Stock, Public Rights and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact
the Transfer Agent directly and instruct it to do so.
In connection with the Extension Amendment Proposal and contingent
upon the effectiveness of the implementation of the Charter Extension, any holder of Common Stock will be entitled to request that their
Common Stock be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated
as of two business days prior to the Stockholder Meeting, including interest earned on the funds held in the Trust Account and not previously
released to BMAC to pay its franchise and income taxes, divided by the number of then-outstanding shares of Common Stock. As of the Record
Date, this would have amounted to approximately $ per share of Public Stock.
However, the proceeds deposited in the Trust Account could
become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. Therefore,
the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. We anticipate
that the funds to be distributed to public stockholders electing to redeem their Common Stock will be distributed promptly after the Stockholder
Meeting.
Any request for redemption, once made by a holder of Common
Stock, may be withdrawn at any time until the deadline for exercising redemption requests, unless approved by the Board. If you deliver
your shares for redemption to the Transfer Agent and later decide prior to the deadline for exercising redemption requests not to elect
redemption, you may request that BMAC instruct the Transfer Agent to return the shares (physically or electronically). You may make such
request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor
such request only if made prior to the deadline for exercising redemption requests.
No request for redemption will be honored unless the holder’s
shares have been delivered (either physically or electronically) to the Transfer Agent by 5:00 p.m., Eastern Time, on ,
2022 (two business days prior to the initially scheduled date of the Stockholder Meeting).
If a holder of Common Stock properly makes a request for
redemption and the Common Stock is delivered as described above, then, BMAC will redeem Common Stock for a pro rata portion of funds
deposited in the Trust Account, calculated as of two business days prior to the Stockholder Meeting. If you are a holder of Common Stock
and you exercise your redemption rights, it will not result in the loss of any Public Warrants or Public Rights that you may hold.
Q: | What are the U.S. federal income tax consequences of exercising my redemption rights? |
A: | The U.S. federal income tax consequences of exercising your redemption rights will depend on your particular facts and circumstances.
Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights,
including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular
circumstances. For additional discussion of certain material U.S. federal income tax considerations with respect to the exercise of these
redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.” |
Q: | What should I do if I receive more than one set of voting materials for the Stockholder Meeting? |
A: | You may receive more than one set of voting materials for the Stockholder Meeting, including multiple copies of this proxy statement
and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will
receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your
shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy
card and voting instruction card that you receive in order to cast your vote with respect to all of your shares. |
Q: | Who will solicit and pay the cost of soliciting proxies for the Stockholder Meeting? |
A: | BMAC will pay the cost of soliciting proxies for the Stockholder Meeting. BMAC has engaged Morrow Sodali LLC (“Morrow Sodali”)
to assist in the solicitation of proxies for the Stockholder Meeting. BMAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing
beneficial owners of Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Common Stock and in obtaining
voting instructions from those owners. The directors, officers and employees of BMAC may also solicit proxies by telephone, by facsimile,
by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies. |
Q: | Who can help answer my questions? |
A: | If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you
should contact: |
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: BMAQ.info@investor.morrowsodali.com
You also may obtain additional information about BMAC from
documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”
If you are a holder of Common Stock and you intend to seek redemption of your shares, you will need to deliver your Common Stock (either
physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on
(two business days prior to the date of the Stockholder Meeting). If you have questions regarding the certification of your position or
delivery of your shares, please contact:
Continental
Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
SPECIAL
MEETING OF BMAC STOCKHOLDERS
This proxy statement is being provided to BMAC
stockholders as part of a solicitation of proxies by the Board for use at the special meeting of BMAC stockholders to be held on ,
2022, and at any adjournment thereof. This proxy statement contains important information regarding the Stockholder Meeting, the proposals
on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.
This proxy statement is being first mailed on or
about , 2022 to all stockholders of record of BMAC as of the Record Date for the Stockholder Meeting. Stockholders of record who owned Common Stock at the close of business on the Record
Date are entitled to receive notice of, attend and vote at the Stockholder Meeting.
Date, Time and Place of Stockholder Meeting
The Stockholder Meeting will be held on ,
2022, at a.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and
at such other place to which the meeting may be postponed or adjourned.
In view of the ongoing COVID-19 pandemic, we are
taking precautionary measures and therefore are planning for the Stockholder Meeting to be held virtually over the internet. We encourage
you to attend the Stockholder Meeting virtually. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/bmaq/2022.
Please see “Questions and Answers about the Stockholder Meeting — How do I attend the virtual Stockholder Meeting?”
for more information.
You can pre-register to attend the virtual Stockholder
Meeting starting , 2022, at 9:00 a.m., Eastern Time (two business days prior
to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/bmaq/2022, enter your control number, name
and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Stockholder Meeting you
will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Stockholder
Meeting.
Stockholders who hold their investments through
a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Stockholder Meeting
you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue
you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to
receive the control number. The Transfer Agent can be contacted at 917-262-2373, or via email at proxy@continentalstock.com. Please allow
up to 72 hours prior to the meeting for processing your control number.
If you do not have access to the Internet, you
can listen only to the meeting by dialing (or if you are located
outside the United States and Canada (standard rates apply)) and when prompted enter the pin number .
Please note that you will not be able to vote or ask questions at the Stockholder Meeting if you choose to participate telephonically.
The Proposals at the Stockholder Meeting
At the Stockholder Meeting, BMAC stockholders will
consider and vote on the following proposals:
| 1. | Proposal No. 1 — Extension Amendment Proposal — To amend BMAC’s Certificate of Incorporation
to extend the Termination Date to the Charter Extension Date. A copy of the proposed amendment is set forth in Annex A to this proxy statement; and |
|
3. |
Proposal No. 2 — Adjournment Proposal — To adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of Common Stock, in the capital of BMAC represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal. |
Voting Power; Record Date
As a stockholder of BMAC, you have a right to
vote on certain matters affecting BMAC. The proposals that will be presented at the Stockholder Meeting and upon which you are being
asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be
cast at the Stockholder Meeting if you owned Common Stock at the close of business on
,
2022, which is the Record Date for the Stockholder Meeting. You are entitled to one vote for each share of Common Stock that you
owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or
similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially
own are properly counted. On the Record Date, there were 14,805,000 issued and outstanding shares of Common Stock, of which
11,500,000 shares of Common Stock are held by public stockholders and 3,305,000 shares of Common Stock are held by the
Sponsor.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THE PROPOSALS
Quorum
The presence, in person or by proxy, of
stockholders holding a majority of the Common Stock entitled to vote at the Stockholder Meeting constitutes a quorum at the
Stockholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The Sponsor, who owns
approximately 22.3% of the issued and outstanding shares of Common Stock as of the Record Date, will count towards this quorum. As a
result, as of the Record Date, an additional 4,097,501 shares of Common Stock held by public stockholders would be required to be
present at the Stockholder Meeting to achieve a quorum.
Abstentions
Abstentions will be considered present for the
purposes of establishing a quorum but will not constitute votes cast at the Stockholder Meeting and therefore will have the same effect
as a vote “AGAINST” the Extension Amendment Proposal and no effect on the approval of the Adjournment Proposal.
Under Nasdaq rules, if a stockholder holds their
shares in “street” name through a bank, broker or other nominee and the stockholder does not instruct their broker, bank
or other nominee how to vote their shares on a proposal, the broker, bank or other nominee has the authority to vote the shares in its
discretion on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their
voting discretion on any “non-routine” matters. This can result in a “broker non-vote,” which occurs on a proposal
when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be
voted on at a meeting of stockholders, (ii) there are one or more “non-routine” proposals to be voted on at the meeting
for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares
and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine”
matter.
The Extension Amendment Proposal and Adjournment
proposal are “non-routine” matters and therefore, brokers are not permitted to exercise their voting discretion with respect
to these proposals. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your
shares on any of these proposals at the Stockholder Meeting without your instruction.
Vote Required for Approval
The approval of the Extension Amendment Proposal
requires the affirmative vote of at least fifty percent (50%) of the issued and outstanding shares of Common Stock.
Approval of the Adjournment Proposal requires
the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock
who are present in person or represented by proxy and entitled to vote thereon at the Stockholder Meeting.
The Sponsor and BMAC’s officers and directors
intend to vote all of their Common Stock in favor of the proposals being presented at the Stockholder Meeting. As of the date of this
proxy statement, the Sponsor owns approximately 22.3% of the issued and outstanding shares of Common Stock and BMAC’s officers and
directors do not own any Common Stock (excluding any securities indirectly owned by officers or directors as a result of his or her membership
interest in the Sponsor).
The following table reflects the number of additional
shares of Public Stock required to approve each proposal:
| |
| |
Number
of Additional Shares of
Public Stock Required To Approve
Proposal | |
Proposal | |
Approval Standard | |
If Only
Quorum is
Present and All
Present Shares
Cast Votes | | |
If All
Shares Are
Present and All
Present Shares
Cast Votes | |
Extension Amendment Proposal | |
50% of Issued and Outstanding Shares of Common
Stock | |
| 0 | | |
| 4,097,500 | |
Adjournment Proposal | |
Majority of Voted Stock | |
| 396,251 | | |
| 4,097,501 | |
Voting Your Shares
If you were a holder of record of Common Stock
as of the close of business on the Record Date for the Stockholder Meeting,
you may vote with respect to the proposals electronically, or by completing, signing, dating and returning the enclosed proxy card in
the postage-paid envelope provided. Your proxy card shows the number of shares of Common Stock that you own. If your shares are held
in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the
shares you beneficially own are properly counted.
There are two ways to vote your Common Stock at
the Stockholder Meeting:
Voting
by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are
authorizing the individuals named on the proxy card to vote your shares at the Stockholder Meeting in the manner you indicate. You are
encouraged to sign and return the proxy card even if you plan to attend the Stockholder Meeting so that your shares will be voted if
you are unable to attend the Stockholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held
in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must
be received by 5:00 p.m., Eastern Time, on , 2022.
Voting
Electronically. You may attend, vote and examine the list of stockholders entitled to vote at the Stockholder
Meeting by visiting https://www.cstproxy.com/bmaq/2022 and entering the control number found on your proxy card, voting instruction
form or notice included in the proxy materials.
Revoking Your Proxy
If you give a proxy, you may revoke it at any
time before the Stockholder Meeting or at the Stockholder Meeting by doing any one of the following:
| · | you
may send another proxy card with a later date; |
| · | you
may notify BMAC’s Chief Executive Officer in writing to Blockchain Moon Acquisition
Corp., 4651 Salisbury Road, Suite 400, Jacksonville, FL 32256, before the Stockholder
Meeting that you have revoked your proxy; or |
| · | you
may attend the virtual Stockholder Meeting, revoke your proxy, and vote electronically, as
indicated above. |
No Additional Matters
The Stockholder Meeting has been called only to
consider and vote on the approval of the Extension Amendment Proposal and the Adjournment Proposal. Under the Bylaws of BMAC (the “Bylaws”),
other than procedural matters incident to the conduct of the Stockholder Meeting, no other matters may be considered at the Stockholder
Meeting if they are not included in this proxy statement, which serves as the notice of the Stockholder Meeting.
Who Can Answer Your Questions about Voting
If you are a BMAC stockholder and have any questions
about how to vote or direct a vote in respect of your Common Stock, you may call Morrow Sodali, our proxy solicitor, by calling (800)
662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing BMAQ.info@investor.morrowsodali.com.
Redemption Rights
Pursuant to the Certificate of Incorporation,
holders of Common Stock may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain
from voting on, the Extension Amendment Proposal. In connection with the Extension Amendment Proposal and contingent upon the effectiveness
of the implementation of the Charter Extension, any stockholder holding Common Stock may demand that BMAC redeem such shares for a full
pro rata portion of the Trust Account (which, for illustrative purposes, was $
per share as the Record Date), calculated as of two business days prior to the Stockholder
Meeting. If a holder properly seeks redemption as described in this section, BMAC will redeem these shares for a pro rata portion
of funds deposited in the Trust Account and the holder will no longer own these shares following the Stockholder Meeting. However, BMAC
will not proceed with the Charter Extension if BMAC will not have at least $5,000,001 of net tangible assets following approval of the
Extension Amendment Proposal, after taking into account Redemptions.
As a holder of Common Stock, you will be entitled
to receive cash for any Common Stock to be redeemed only if you:
| (i) | (a) hold Common Stock or (b) hold Common Stock through Units and elect to separate your Units into the underlying Common Stock, Public
Rights and Public Warrants prior to exercising your redemption rights with respect to the Common Stock; |
| (ii) | submit a written request to the Transfer Agent, in which you (a) request that BMAC redeem all or a portion of your Common Stock
for cash, and (b) identify yourself as the beneficial holder of the Common Stock and provide your legal name, phone number and address;
and |
| (iii) | deliver your Common Stock to the Transfer Agent, physically or electronically through DTC. |
Holders must complete the procedures for electing
to redeem their Common Stock in the manner described above prior to 5:00 p.m., Eastern Time, on ,
2022 (two business days prior to the initially scheduled Stockholder Meeting) (the “Redemption Deadline”) in order
for their shares to be redeemed.
The redemption rights include the requirement
that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental
in order to validly redeem its shares.
If you hold your shares in “street
name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of
BMAC that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for
cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them
through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker a fee and it would be up to the
broker whether or not to pass this cost on to the redeeming stockholder.
Any request for redemption, once made by a holder
of Common Stock, may not be withdrawn following the Redemption Deadline, unless approved by the Board. Any corrected or changed written
exercise of redemption rights must be received by the Transfer Agent, by the Redemption Deadline.
Notwithstanding the foregoing, a public stockholder,
together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as
a “group” (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934 (as amended) (the “Exchange
Act”)), will be restricted from redeeming its Common Stock with respect to more than an aggregate of 20% of the outstanding
shares of Common Stock, without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks
to redeem more than 20% of the outstanding shares of Common Stock, then any such shares in excess of that 20% limit would not be redeemed
for cash, without our prior consent.
The closing price of Public Stock on the Record
Date for the Stockholder Meeting, was $ per share. The cash held in the Trust Account
on such date was approximately $ (including interest not previously released to
BMAC to pay its franchise and income taxes) ($ per share of Common Stock). Prior
to exercising redemption rights, stockholders should verify the market price of Public Stock as they may receive higher proceeds from
the sale of their Public Stock in the public market than from exercising their redemption rights if the market price per share is higher
than the redemption price. BMAC cannot assure its stockholders that they will be able to sell their Public Stock in the open market, even
if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities
when its stockholders wish to sell their shares.
If a holder of Public Stock exercises his, her
or its redemption rights, then he, she or it will be exchanging its Public Stock for cash and will no longer own those shares. You will
be entitled to receive cash for these shares only if you properly demand redemption by delivering your share certificate (either physically
or electronically) to the Transfer Agent two business days prior to the vote at the Stockholder Meeting.
For a discussion of certain material U.S. federal
income tax considerations for stockholders with respect to the exercise of these redemption rights, see “Certain Material U.S.
Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.” The consequences of a redemption to any particular
stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax
advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S.
federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.
Appraisal Rights
There are no appraisal rights available to BMAC’s
stockholders in connection with the Extension Amendment Proposal.
Proxy Solicitation Costs
BMAC is soliciting proxies on behalf of the Board.
This proxy solicitation is being made by mail, but also may be made by telephone or in person. BMAC has engaged Morrow Sodali to assist
in the solicitation of proxies for the Stockholder Meeting. BMAC and its directors, officers and employees may also solicit proxies in
person. BMAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related
proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.
BMAC will bear the entire cost of the proxy solicitation,
including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. BMAC
will pay Morrow Sodali a fee of $27,500, plus disbursements, reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify
Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as BMAC’s proxy
solicitor. BMAC will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy
statement and the related proxy materials to BMAC stockholders. Directors, officers and employees of BMAC who solicit proxies will not
be paid any additional compensation for soliciting.
PROPOSAL
NO. 1 — THE EXTENSION AMENDMENT PROPOSAL
Overview
BMAC is proposing to amend its Certificate of
Incorporation to extend the date by which BMAC has to consummate a Business Combination to the Charter Extension Date so as to give BMAC
additional time to complete a Business Combination.
Without the Charter Extension, BMAC believes that
BMAC may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, BMAC would be forced
to liquidate.
As contemplated by the Certificate of Incorporation,
the holders of Public Stock may elect to redeem all or a portion of their Public Stock in exchange for their pro rata
portion of the funds held in the Trust Account if the Charter Extension is implemented.
On the Record Date, the redemption price per share
was approximately $ (which is expected to be the same approximate amount two business
days prior to the Stockholder Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $ as
of the Record Date (including interest not previously released to BMAC to pay its franchise and income taxes), divided by the total number
of then outstanding Public Stock. The closing price of the Common Stock on Nasdaq on the Record Date was $ .
Accordingly, if the market price of the Common Stock were to remain the same until the date of the Stockholder Meeting, exercising redemption
rights would result in a public stockholder receiving approximately $ [more/less]
per share than if the shares were sold in the open market (based on the current per share redemption price). BMAC cannot assure stockholders
that they will be able to sell their Common Stock in the open market, even if the market price per share is lower than the redemption
price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. BMAC
believes that such redemption right enables its public stockholders to determine whether or not to sustain their investments for an additional
period if BMAC does not complete a Business Combination on or before the Termination Date.
Reasons for the Extension Amendment Proposal
BMAC’s Certificate of Incorporation
provides that BMAC has until October 21, 2022 to complete a Business Combination. BMAC and its officers and directors agreed
that they would not seek to amend BMAC’s Certificate of Incorporation to allow for a longer period of time to complete a
Business Combination unless BMAC provided holders of its Public Stock with the right to seek redemption of their Public Stock in
connection therewith. The Board believes that it is in the best interests of BMAC stockholders that the Charter Extension be
obtained so that BMAC will have a limited additional amount of time to consummate a Business Combination. Without the Charter
Extension, BMAC believes that BMAC may not be able to complete a Business Combination on or before October 21, 2022. If that
were to occur, BMAC would be forced to liquidate unless it elects to exercise an Automatic Extension.
The Extension Amendment Proposal is essential
to allowing BMAC additional time to consummate a Business Combination. Approval of the Extension Amendment Proposal is a condition
to the implementation of the Charter Extension. BMAC will not proceed with the Charter Extension if BMAC will not have at least $5,000,001
of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions.
If the Extension Amendment Proposal is Not Approved
If the Extension Amendment Proposal is not approved,
a Business Combination is not completed and BMAC does not exercise an Automatic Extension, in each case on or before the Termination Date,
then, as contemplated by and in accordance with the Certificate of Incorporation, BMAC 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 100% of the Public
Stock for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights
as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible
following such redemption, subject to approval of BMAC’s then stockholders and subject to the requirements of the DGCL, including
the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the DGCL finding the dissolution of BMAC advisable
and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of BMAC’s
net assets to its remaining stockholders, as part of BMAC’s plan of dissolution and liquidation, subject (in the case of (ii) and
(iii) above) to BMAC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned
on the funds held in the Trust Account and not previously released to BMAC or necessary to pay its taxes divided by the total number
of shares of Public Stock then outstanding. There will be no distribution from the Trust Account with respect to BMAC’s warrants or rights,
which may both expire worthless in the event BMAC dissolves and liquidates the Trust Account.
The Sponsor has waived its rights to participate in any liquidation distribution with respect to the 3,305,000 shares of Common
Stock held by it.
If the Extension Amendment Proposal is Approved
If the Extension Amendment Proposal is approved,
BMAC shall procure that all filings required to be made with the Delaware Secretary of State in connection with the Extension Amendment
Proposal to extend the time it has to complete a Business Combination until the Charter Extension Date are made. BMAC will then continue
to attempt to consummate a Business Combination until the Charter Extension Date. BMAC will remain a reporting company under the Exchange
Act and its Common Stock, Public Rights and Public Warrants will remain publicly traded during this time.
In addition, BMAC will not proceed with the Charter
Extension if BMAC will not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after
taking into account the Redemptions and may instead elect to exercise an Automatic Extension.
Interests of the Sponsor and BMAC’s Directors and Officers
When considering the recommendation of the Board,
BMAC stockholders should be aware that aside from their interests as direct or indirect stockholders, the Sponsor and certain members
of the Board and officers of BMAC have interests that are different from, or in addition to, those of other stockholders generally. The
Board was aware of and considered these interests, among other matters, in recommending to BMAC stockholders that they approve the Extension
Amendment Proposal. BMAC stockholders should take these interests into account in deciding whether to approve the Extension Amendment
Proposal:
|
· |
the fact that the Sponsor paid $4,300,000 for 430,000 Private Placement Units, each of which is identical to the units sold in the IPO offering and consists of one share of Common Stock, one right to receive one-tenth (1/10) of a share of Common Stock upon the consummation of a Business Combination (the “Private Rights”) 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 “Private Placement Warrants”). If the Extension Amendment Proposal is not approved and BMAC does not consummate a Business Combination by October 21, 2022 or elects to exercise an Automatic Extension, then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants and Private Rights held by our Sponsor will be worthless; |
| · | the
fact that the Sponsor (and certain of BMAC’s officers and directors who are members
of the Sponsor), have invested in BMAC an aggregate of $4,325,000, comprised of the $25,000
purchase price for 2,875,000 shares of Common Stock and the $4,300,000 purchase price for
430,000 Private Placement Units. Assuming a trading price of $
per share of Common Stock, $
per Public Right and $
per Public Warrant (based upon the respective closing prices of the Common Stock, Public
Rights and the Public Warrants on Nasdaq on ,
2022, the Record Date for the meeting), the 3,305,000 shares of Common Stock, 430,000 Private
Rights and 430,000 Private Placement Warrants would have an implied aggregate market value
of $ . Even if the trading price of the shares of Common
Stock were as low as $1.31 per share, the aggregate market value of the Common Stock alone
(without taking into account the value of the Private Placement Warrants or the Private Rights)
would be approximately equal to the initial investment in BMAC by the Sponsor (and certain
of BMAC’s officers and directors who are members of the Sponsor). As a result, if a
Business Combination is completed, the Sponsor (and certain of BMAC’s officers and
directors who are members of the Sponsor) is likely to be able to make a substantial profit
on its investment in BMAC at a time when the Common Stock have lost significant value. On
the other hand, if the Extension Amendment Proposal is not approved and BMAC liquidates without
completing a Business Combination before October 21, 2022, the Sponsor (and BMAC’s
officers and directors who are members of the Sponsor) will lose its entire investment in
BMAC; |
| · | the
fact that the Sponsor and BMAC’s officers and directors have agreed to waive their
rights to liquidating distributions from the Trust Account with respect to any shares of
Common Stock held by them if the Extension Amendment Proposal is not approved and BMAC fails
to complete a Business Combination or does not exercise an Automatic Extension by October 21, 2022; |
| · | the
indemnification of BMAC’s existing officers and directors and the liability insurance
maintained by BMAC; |
|
· |
the fact that the Sponsor and BMAC’s officers and directors will lose their entire investment in BMAC and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if the Extension Amendment Proposal is not approved and a Business Combination is not consummated by October 21, 2022. As of the date of this proxy statement, BMAC’s officers and directors are awaiting reimbursement in the amount of $ related to loans extended, fees due or outstanding out-of-pocket expenses for which the Sponsor; and |
|
· |
the fact that the Sponsor has agreed that it will be liable to BMAC if and to the extent any claims by a third party (other than BMAC’s independent auditors) for services rendered or products sold to BMAC, or a prospective target business with which BMAC 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 our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended. 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. |
Redemption Rights
Pursuant to the Certificate of Incorporation,
holders of Common Stock may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain
from voting on, the Extension Amendment Proposal. In connection with the Extension Amendment Proposal and contingent upon the effectiveness
of the implementation of the Charter Extension, any stockholder holding shares of Common Stock may demand that BMAC redeem such shares
for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $
per share as of the Record Date for the meeting), calculated as of two
business days prior to the Stockholder Meeting. If a holder properly seeks redemption as described in this section, BMAC will redeem
these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following
the Stockholder Meeting. However, BMAC will not proceed with the Charter Extension if BMAC will not have at least $5,000,001 of net tangible
assets following approval of the Extension Amendment Proposal, after taking into account Redemptions.
As a holder of Common Stock, you will be entitled
to receive cash for any Common Stock to be redeemed only if you:
| (i) | (a) hold Common Stock or (b) hold Common Stock through Units and elect to separate your Units into the underlying Common Stock,
Public Rights and Public Warrants prior to exercising your redemption rights with respect to the Common Stock; |
| (ii) | submit a written request to the Transfer Agent, in which you (a) request that BMAC redeem all or a portion of your Common Stock
for cash, and (b) identify yourself as the beneficial holder of the Common Stock and provide your legal name, phone number and address;
and |
| (iii) | deliver your Common Stock to the Transfer Agent, physically or electronically through DTC. |
Holders must complete the procedures for electing
to redeem their Common Stock in the manner described above prior to 5:00 p.m., Eastern Time, on ,
2022 (two business days prior to the initially scheduled Stockholder Meeting) in order for their shares to be redeemed.
The redemption rights include the requirement that a holder must identify
itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem
its shares.
If you hold the shares in “street
name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of
BMAC that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for
cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them
through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker a fee and it would be up to the broker
whether or not to pass this cost on to the redeeming stockholder.
Any request for redemption, once made by a holder
of Common Stock, may not be withdrawn following the Redemption Deadline, unless approved by the Board. Any corrected or changed written
exercise of redemption rights must be received by the Transfer Agent by the Redemption Deadline.
Notwithstanding the foregoing, a public stockholder,
together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as
a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Common Stock with
respect to more than an aggregate of 20% of the outstanding shares of Common Stock, without our prior consent. Accordingly, if a public
stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the outstanding shares of Common Stock, then any
such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.
The closing price of Public Stock on the Record
Date for the Stockholder Meeting, was $ per share. The cash held in the Trust Account
on such date was approximately $ (including interest not previously released to
BMAC to pay its franchise and income taxes) ($ per share of Common Stock). Prior
to exercising redemption rights, stockholders should verify the market price of Public Stock as they may receive higher proceeds from
the sale of their Public Stock in the public market than from exercising their redemption rights if the market price per share is higher
than the redemption price. BMAC cannot assure its stockholders that they will be able to sell their Public Stock in the open market, even
if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities
when its stockholders wish to sell their shares.
If a holder of Public Stock exercises his, her
or its redemption rights, then he, she or it will be exchanging its Public Stock for cash and will no longer own those shares. You will
be entitled to receive cash for these shares only if you properly demand redemption by delivering your share certificate (either physically
or electronically) to the Transfer Agent two business days prior to the vote at the Stockholder Meeting.
Vote Required for Approval
The approval of the Extension Amendment
Proposal requires the affirmative vote of at least fifty percent (50%) of the issued and outstanding shares of Common Stock.
Abstentions will be considered present for the purposes of establishing a quorum but will not constitute votes cast at the
Stockholder Meeting and therefore will have the same effect as a vote “AGAINST” the Extension Amendment Proposal.
As of the date of this proxy statement, the Sponsor
and BMAC’s officers and directors intend to vote all Common Stock owned by them in favor of the Extension Amendment Proposal. As
of the date hereof, the Sponsor owns approximately 22.3% of the issued and outstanding shares of Common Stock and BMAC’s officers
and directors do not own any Common Stock (excluding any securities indirectly owned by officers or directors as a result of his or her
membership interest in the Sponsor). As a result, in addition to the Sponsor, approval of the Extension Amendment Proposal will require
the affirmative vote of at least 4,097,500 shares of Public Stock (or approximately 35.6% of the Public Stock).
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT BMAC
STOCKHOLDERS VOTE “FOR” THE
EXTENSION AMENDMENT PROPOSAL.
PROPOSAL
NO. 2 — THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal asks stockholders to
approve the adjournment of the Stockholder Meeting to a later date or dates if necessary to permit further solicitation and vote of
proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of Common Stock
represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or to
approve the Extension Amendment Proposal.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved
by BMAC’s stockholders, the Board may not be able to adjourn the Stockholder Meeting to a later date in the event, that based
on the tabulated votes, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a
quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension
Amendment Proposal. In such events, the Charter Extension would not be implemented.
Vote Required for Approval
The approval of the Adjournment Proposal
requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common
Stock who are present in person or represented by proxy and entitled to vote thereon at the Stockholder Meeting. Abstentions will be
considered present for the purposes of establishing a quorum but will not constitute votes cast at the Stockholder Meeting and
therefore will have no effect on the approval of the Adjournment Proposal.
As of the date of this proxy statement, the Sponsor
and BMAC’s officers and directors intend to vote any Common Stock owned by them in favor of the Adjournment Proposal. As of the
date hereof, the Sponsor owns approximately 22.3% of the issued and outstanding shares of Common Stock and BMAC’s directors and
officers do not own any Common Stock (excluding any securities indirectly owned by officers or directors as a result of his or her membership
interest in the Sponsor). As a result, in addition to the Sponsor, approval of the Adjournment Proposal will require the affirmative vote
of at least 4,097,501 shares of Common Stock held by public stockholders (or approximately 35.6% of the Public Stock) if all Public Stock
are represented at the Stockholder Meeting and cast votes, and the affirmative vote of at least 396,251 shares of Public Stock (or approximately
3.5% of the Public Stock) if only such shares as are required to establish a quorum are represented at the Stockholder Meeting and cast
votes.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT BMAC
STOCKHOLDERS VOTE “FOR”
THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
CERTAIN
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR STOCKHOLDERS EXERCISING REDEMPTION RIGHTS
The following discussion is a summary of certain
material U.S. federal income tax considerations for U.S. Holders and Non-U.S. Holders (each as defined below) of public shares that elect
to have their public shares redeemed for cash if the Extension Amendment Proposal is approved. This section applies only to investors
that hold Public Stock as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion
does not address all aspects of U.S. federal income taxation that may be relevant to a particular stockholder in light of its particular
circumstances or status, including:
| · | financial
institutions or financial services entities; |
| · | taxpayers
that are subject to the mark-to-market accounting rules; |
| · | governments
or agencies or instrumentalities thereof; |
| · | tax-qualified
retirement plans; |
| · | regulated
investment companies or real estate investment trusts; |
| · | expatriates
or former long-term residents or citizens of the United States; |
| · | persons
that directly, indirectly, or constructively own five percent or more of our voting
shares or five percent or more of the total value of all classes of our shares; |
| · | persons
that acquired our securities pursuant to an exercise of employee share options, in connection
with employee share incentive plans or otherwise as compensation; |
| · | persons
that hold our securities as part of a straddle, constructive sale, hedging, conversion, synthetic
security or other integrated or similar transaction; |
| · | persons
subject to the alternative minimum tax; |
| · | persons
whose functional currency is not the U.S. dollar; |
| · | controlled
foreign corporations; |
| · | corporations
that accumulate earnings to avoid U.S. federal income tax; |
| · | “qualified
foreign pension funds” (within the meaning of Section 897(l)(2) of
the Code) and entities whose interests are held by qualified foreign pension funds; |
| · | accrual
method taxpayers that file applicable financial statements as described in Section 451(b) of
the Code; |
| · | foreign
corporations with respect to which there are one or more United States stockholders within
the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii); |
| · | passive
foreign investment companies or their stockholders; or |
| · | Redeeming
Non-U.S. Holders (as defined below, and except as otherwise discussed below). |
This discussion is based on current U.S. federal
income tax laws as in effect on the date hereof, which is subject to change, possibly on a retroactive basis, which may affect the U.S.
federal income tax consequences described herein. Furthermore, this discussion does not address any aspect of U.S. federal non-income
tax laws, such as gift, estate or Medicare net investment income tax laws, or state, local or non-U.S. laws. BMAC has not sought, and
BMAC does not intend to seek, a ruling from the U.S. Internal Revenue Service (“IRS”) as to any U.S. federal income
tax considerations described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court.
Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely
affect the accuracy of the statements in this discussion.
This discussion does not consider the U.S. federal
income tax treatment of entities or arrangements treated as partnerships or other pass-through entities (including branches) for U.S.
federal income tax purposes (any such entity or arrangement, a “Flow-Through Entity”) or investors that hold our securities
through Flow-Through Entities. If a Flow-Through Entity is the beneficial owner of our securities, the U.S. federal income tax treatment
of an investor holding our securities through a Flow-Through Entity generally will depend on the status of such investor and the activities
of such investor and such Flow-Through Entity.
If you hold our securities through a Flow-Through
Entity, we urge you to consult your tax advisor.
THE FOLLOWING IS FOR INFORMATIONAL PURPOSES
ONLY. EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF EXERCISING REDEMPTION
RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.
For purposes of this discussion, because any Unit
consisting of one share of Common Stock and one-half (1/2) of one warrant (with a whole warrant representing the right to acquire one
share of Common Stock) is separable at the option of the holder, BMAC is treating each share of Common Stock, one-half (1/2) of one warrant
to acquire one share of Common Stock and one-tenth (1/10) of one right to acquire one share of Common Stock held by a holder in the form
of a single unit as separate instruments and is assuming that the unit itself will not be treated as an integrated instrument. Accordingly,
the cancellation or separation of the Units in connection with the exercise of redemption rights generally should not be a taxable
event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not
assert, or that a court would not sustain, a contrary position.
Certain U.S. Federal Income Tax Considerations to U.S. Stockholders
This section is addressed to Redeeming U.S. Holders
(as defined below) of Public Stock that elect to have their Public Stock redeemed for cash as described in the section entitled
“Proposal No. 1 — The Extension Amendment Proposal — Redemption Rights.”
For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its shares and is,
for U.S. federal income tax purposes:
| · | an
individual citizen or resident of the United States; |
| · | a
corporation (or other entity that is treated as a corporation for U.S. federal income tax
purposes) that is created or organized (or treated as created or organized) in or under the
laws of the United States or any state thereof or the District of Columbia; |
| · | an
estate the income of which is subject to U.S. federal income taxation regardless of its source;
or |
| · | any
trust if (1) a U.S. court is able to exercise primary supervision over the administration
of such trust and one or more United States persons (within the meaning of the Code) have
the authority to control all substantial decisions of the trust or (2) it has a valid
election in place to be treated as a United States person. |
Tax Treatment of the Redemption — In General
The U.S. federal income tax consequences to a
Redeeming U.S. Holder of Public Stock that exercises its redemption rights to receive cash in exchange for all or a portion of its Public
Stock will depend on whether the redemption qualifies as a sale of the Public Stock redeemed under Section 302 of the Code or is
treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale of such Redeeming U.S. Holder’s
shares, such Redeeming U.S. Holder will generally be required to recognize gain or loss in an amount equal to the difference, if any,
between the amount of cash received and the tax basis of the shares redeemed. Such gain or loss should be treated as capital gain or
loss if such shares were held as a capital asset on the date of the redemption. Any such capital gain or loss generally will be long-term
capital gain or loss if the Redeeming U.S. Holder’s holding period for such shares exceeds one year at the time of the redemption.
A Redeeming U.S. Holder’s tax basis in such Redeeming U.S. Holder’s shares generally will equal the cost of such shares.
The redemption generally will qualify as a sale
of such shares if the redemption either (i) is “substantially disproportionate” with respect to the Redeeming U.S. Holder,
(ii) results in a “complete redemption” of such Redeeming U.S. Holder’s interest in BMAC or (iii) is “not
essentially equivalent to a dividend” with respect to such Redeeming U.S. Holder. These tests are explained more fully below.
For purposes of such tests, a Redeeming U.S. Holder
takes into account not only shares directly owned by such Redeeming U.S. Holder, but also shares that are constructively owned by such
Redeeming U.S. Holder. A Redeeming U.S. Holder may constructively own, in addition to Public Stock owned directly, Public Stock owned
by certain related individuals and entities in which such Redeeming U.S. Holder has an interest or that have an interest in such Redeeming
U.S. Holder, as well as any shares such Redeeming U.S. Holder has a right to acquire by exercise of an option, which would generally
include shares which could be acquired pursuant to the exercise of the Public Warrants.
The redemption generally will be “substantially
disproportionate” with respect to a Redeeming U.S. Holder if the percentage of BMAC’s outstanding voting shares that
such Redeeming U.S. Holder directly or constructively owns immediately after the redemption is less than 80 percent of the percentage
of BMAC’s outstanding voting shares that such Redeeming U.S. Holder directly or constructively owned immediately before the redemption,
and such Redeeming U.S. Holder immediately after the redemption actually and constructively owns less than 50 percent of the total
combined voting power of BMAC. There will be a complete redemption of such Redeeming U.S. Holder’s interest if either (i) all
of the shares directly or constructively owned by such Redeeming U.S. Holder are redeemed or (ii) all of the shares directly owned
by such Redeeming U.S. Holder are redeemed and such Redeeming U.S. Holder is eligible to waive, and effectively waives in accordance
with specific rules, the attribution of the shares owned by certain family members and such Redeeming U.S. Holder does not constructively
own any other shares. The redemption will not be essentially equivalent to a dividend if it results in a “meaningful reduction”
of such Redeeming U.S. Holder’s proportionate interest in BMAC. Whether the redemption will result in a “meaningful reduction”
in such Redeeming U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it.
The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority Stockholder
in a publicly held corporation that exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the above tests is satisfied, the redemption
will be treated as a distribution with respect to the shares under Section 302 of the Code, in which case the Redeeming U.S. Holder
will be treated as receiving a corporate distribution as discussed below.
Redemption of Public Stock Treated as Corporate Distribution
If the redemption is treated as a corporate distribution,
such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated
earnings and profits, as determined under U.S. federal income tax principles. If the redemption is treated as a corporate distribution
treated as dividend, such dividends paid to a Redeeming U.S. Holder that is a taxable corporation generally will qualify for the dividends
received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated
as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are
met, dividends paid to a non-corporate Redeeming U.S. Holder generally will constitute “qualified dividends” that will be
subject to tax at the maximum tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with respect
to the Public Stock described in this proxy statement may prevent a U.S. Holder from satisfying the applicable holding period requirements
with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.
Distributions in excess of current and accumulated
earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the Redeeming U.S.
Holder’s adjusted tax basis in such Redeeming U.S. Holder’s Public Stock. Any remaining excess will be treated as gain realized
on the sale or other disposition of such Redeeming U.S. Holder’s Public Stock as discussed below. After the application of those
rules, any remaining tax basis of the Redeeming U.S. Holder in the redeemed Public Stock will be added to the Redeeming U.S. Holder’s
adjusted tax basis in its remaining Public Stock, or, if it has none, to the Redeeming U.S. Holder’s adjusted tax basis in its
Public Warrants or possibly in other shares constructively owned by it.
Redemption of Public Stock Treated as a Sale or Other Disposition
If the redemption qualifies as a sale or other
disposition of Public Stock, a Redeeming U.S. Holder will generally recognize gain or loss in an amount equal to the difference between
(i) the amount of cash received in such redemption (or, if the Public Stock is held as part of a unit at the time of the disposition,
the portion of the amount realized on such disposition that is allocated to the Public Stock based upon the then fair market values of
the Public Stock and the one-half (1/2) of one warrant included in the unit) and (ii) the Redeeming U.S. Holder’s adjusted
tax basis in its Public Stock so redeemed. A Redeeming U.S. Holder’s adjusted tax basis in its Public Stock generally will equal
the Redeeming U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of Public
Stock or the Redeeming U.S. Holder’s initial basis for Public Stock received upon exercise of a whole warrant) less any prior distributions
treated as a return of capital. Any such capital gain or loss will be long-term capital gain or loss if the Redeeming U.S. Holder’s
holding period for the Public Stock so disposed of exceeds one year. Long-term capital gain realized by a non-corporate Redeeming U.S.
Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations. However, it is unclear
whether the redemption rights with respect to the Public Stock described in this proxy statement may prevent a U.S. Holder from satisfying
the applicable holding period requirements for long-term capital gain or loss.
If a Redeeming U.S. Holder holds different blocks
of Public Stock (generally, shares of Public Stock purchased or acquired on different dates or at different prices), such Redeeming U.S.
Holder is urged to consult its tax advisors to determine how the above rules apply to such Redeeming U.S. Holder.
ALL REDEEMING U.S. HOLDERS ARE URGED TO CONSULT
THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC STOCK PURSUANT TO AN EXERCISE
OF REDEMPTION RIGHTS.
Certain U.S. Federal Income Tax Considerations to Non-U.S. Stockholders
This section is addressed to Redeeming Non-U.S.
Holders (as defined below) of Public Stock that elect to have their shares redeemed for cash as described in the section
entitled “Proposal No. 1 — The Extension Amendment Proposal — Redemption Rights.”
For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a Flow-Through Entity)
of our Public Stock that so redeems its Public Stock and is not a Redeeming U.S. Holder.
Tax Treatment of the Redemption — In General
Except as otherwise discussed in this section,
the characterization of a redemption for a Redeeming Non-U.S. Holder who elects to have its shares redeemed will generally be characterized
in the same manner as a U.S. Stockholder for U.S. federal income tax purposes. See the discussion above under “Certain U.S.
Federal Income Tax Considerations to U.S. Stockholders.”
Redeeming Non-U.S. Holders of shares considering
exercising their redemption rights are urged to consult their tax advisors as to whether the redemption of their shares will be treated
as a sale or as a distribution under the Code, and whether they will be subject to U.S. federal income tax on any gain recognized or
dividends received as a result of the redemption based upon their particular circumstances.
Redemption of Public Stock Treated as a Corporate Distribution
If the redemption qualifies as a corporate distribution,
such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated
earnings and profits, as determined under U.S. federal income tax principles, and provided such dividends are not effectively connected
with the Redeeming Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax
from the gross amount of the dividend at a rate of 30%, unless such Redeeming Non-U.S. Holder is eligible for a reduced rate of withholding
tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS
Form W-8BEN or W-8BEN-E). Distributions in excess of current and accumulated earnings and profits will constitute a return of capital
that will be applied against and reduce (but not below zero) the Redeeming Non-U.S. Holder’s adjusted tax basis in such Redeeming
Non-U.S. Holder’s Public Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of such
Redeeming Non-U.S. Holder’s Public Stock as discussed below. In addition, if we determine that we are likely to be classified as
a “U.S. real property holding corporation” (see “— Redemption of Public Stock Treated as a Sale or Other
Disposition” below), we will withhold 15% of any distribution that exceeds our current and accumulated earnings and profits.
The withholding tax does not apply to dividends
paid to a Redeeming Non-U.S. Holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the
Redeeming Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends
will be subject to regular U.S. income tax as if the Redeeming Non-U.S. Holder were a U.S. resident, subject to an applicable income
tax treaty providing otherwise. A Redeeming Non-U.S. corporation receiving effectively connected dividends may also be subject to an
additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).
Redemption of Public Stock Treated as a Sale or Other Disposition
If the redemption qualifies as a sale or other
disposition, a Redeeming Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized
on a sale or other disposition of Public Stock unless:
| · | the
gain is effectively connected with the conduct of a trade or business by the Redeeming Non-U.S.
Holder within the United States (and, under certain income tax treaties, is attributable
to a United States permanent establishment or fixed base maintained by the Redeeming Non-U.S.
Holder); |
| · | the
Redeeming Non-U.S. Holder is an individual present in the United States for 183 days
or more in the taxable year of disposition and certain other conditions are met; or |
| · | we
are or have been a “U.S. real property holding corporation” for U.S. federal
income tax purposes at any time during the shorter of the five-year period ending on the
date of disposition or the period that the Redeeming Non-U.S. Holder held Public Stock, and,
in the case where the shares of Public Stock are regularly traded on an established securities
market, the Redeeming Non-U.S. Holder has owned, directly or constructively (including through
ownership of warrants) more than 5% of the shares of Public Stock at any time within the
shorter of the five-year period preceding the disposition or such Redeeming Non-U.S. Holder’s
holding period for the shares of Public Stock. There can be no assurance that the Public
Stock will be treated as regularly traded on an established securities market for this purpose. |
Unless an applicable treaty provides otherwise,
gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the
Redeeming Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a Redeeming Non-U.S. Holder that
is a foreign corporation may also be subject to an additional “branch profits tax” at a 30% rate (or lower treaty rate).
Gain described in the second bullet point above will be subject to a 30% U.S. federal income tax rate.
If the third bullet point above applies to a Redeeming
Non-U.S. Holder, gain recognized by such holder on the disposition of the Public Stock will be subject to tax at generally applicable
U.S. federal income tax rates. We cannot determine whether we will be a U.S. real property holding corporation in the future until we
complete a Business Combination. We will be classified as a U.S. real property holding corporation if the fair market value
of our “U.S. real property interests” equals or exceeds 50 percent of the sum of the fair market value of our worldwide
real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax
purposes.
If a Redeeming Non-U.S. Holder holds different
blocks of Public Stock (generally, shares of Public Stock purchased or acquired on different dates or at different prices), such Redeeming
Non-U.S. Holder is urged to consult its tax advisors to determine how the above rules apply to such Redeeming Non-U.S. Holder.
FATCA Withholding
Sections 1471 through 1474 of the Code and
the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as the “Foreign Account Tax Compliance
Act” or “FATCA”) generally impose withholding at a rate of 30% on payments of dividends on our Public Stock,
to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles)
and certain other Non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership
by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies (typically certified as
to by the delivery of a properly completed IRS Form W-8BEN-E). The IRS has issued proposed regulations (on which taxpayers may rely
until final regulations are issued) that would generally not apply these withholding requirements to gross proceeds from sales or other
disposition proceeds from our Public Stock. If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution
generally will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant
administrative burden). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United
States governing FATCA may be subject to different rules. Holders of Public Stock are urged to consult their tax advisors
regarding the effects of FATCA on their investment in our securities.
Backup Withholding
In general, proceeds received from the exercise
of redemption rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:
| · | fails
to provide an accurate taxpayer identification number; |
| · | is
notified by the IRS regarding a failure to report all interest or dividends required to be
shown on his or her federal income tax returns; or |
| · | in
certain circumstances, fails to comply with applicable certification requirements. |
A Redeeming Non-U.S. Holder generally may eliminate
the requirement for information reporting and backup withholding by providing certification of its non-U.S. status, under penalties of
perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Any amount withheld under these rules will
be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S. federal income tax liability or refundable
to the extent that it exceeds this liability, provided that the required information is timely furnished to the IRS and other applicable
requirements are met.
As previously noted above, the foregoing discussion
of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be,
and should not be construed as, legal or tax advice to any Stockholder. We once again urge you to consult with your tax adviser to determine
the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other
tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment Proposal and any redemption of your
Public Stock.
BUSINESS
OF BMAC AND CERTAIN INFORMATION ABOUT BMAC
References in this section to “we,”
“our,” or “us” refer to Blockchain Moon Acquisition Corp.
General
We are a blank check company incorporated as a
Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses, which we refer to throughout this proxy statement as our initial business
combination. We are an early stage and emerging growth company and, as such, we are subject to all of the risk associated with early stage
and emerging growth companies.
IPO and Private Placement
On October 21, 2021, BMAC consummated its
IPO of 11,500,000 Units, at a price of $10.00 per Unit generating gross proceeds of $115,000,000, which includes the full exercise
of the underwriter’s option to purchase an additional 1,500,000 Units at the IPO’s price to cover over-allotments. The
securities in the offering were registered under the Securities Act of 1933, as amended, on a registration statement on Form S-1
(No. 333-259770). The SEC declared the registration statement effective on October 18, 2021. Simultaneously with the closing
of the IPO, it consummated the sale of 430,000 Private Placement Units to the Sponsor at a price of $10.00 per Unit, generating gross
proceeds of $4,300,000.
Following the closing of the IPO on October 21,
2021 and the full exercise of the underwriters’ over-allotment, $112,577,497 from the net proceeds of the sale of the Units in the
IPO and the sale of the Private Placement Units were placed in a Trust Account, and invested in U.S. government securities, within the
meaning set forth in the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that
holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the
Investment Company Act.
BENEFICIAL
OWNERSHIP OF SECURITIES
The following table sets forth information regarding
the beneficial ownership of BMAC’s Common Stock as of September 19, 2022, based on information obtained from the persons named below,
with respect to the beneficial ownership of shares of BMAC’s Common Stock, by:
| · | each
person known by BMAC to be the beneficial owner of more than 5% of BMAC’s issued and
outstanding shares of Common Stock; |
| · | each
of BMAC’s officers and directors; and |
| · | all
BMAC’s executive officers and directors as a group. |
Beneficial ownership is determined according to
the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole
or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable
within sixty days.
In the table below, percentage ownership is based
on 14,805,000 shares of Common Stock issued and outstanding as of September 19, 2022. The table below does not reflect record of beneficial
ownership of any shares of Common Stock issuable upon exercise of the warrants or rights because these securities are not exercisable
within 60 days of this proxy statement.
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.
Name of Beneficial Owner(1) |
|
Number of Shares
Beneficially Owned |
|
|
Percentage of
Outstanding Shares |
|
Five Percent Holders |
|
|
|
|
|
|
|
|
Jupiter Sponsor LLC(1) |
|
|
3,305,000 |
|
|
|
22.3 |
% |
Directors and Officers of BMAC |
|
|
|
|
|
|
|
|
Enzo A. Villani(1)(2) |
|
|
3,305,000 |
|
|
|
22.3 |
% |
Wes Levitt(2)(3) |
|
|
— |
|
|
|
— |
|
James Haft(2)(3) |
|
|
— |
|
|
|
— |
|
John Jacobs(2)(3) |
|
|
— |
|
|
|
— |
|
David Shafrir(2)(3) |
|
|
— |
|
|
|
— |
|
Michael Terpin(2)(3) |
|
|
— |
|
|
|
— |
|
Carl Johnson(2) |
|
|
— |
|
|
|
— |
|
John P. Hopkins(2) |
|
|
— |
|
|
|
— |
|
All directors and officers as a group (eight individuals) |
|
|
3,305,000 |
|
|
|
22.3 |
% |
|
(1) |
Enzo A. Villani is the manager of the Sponsor, Jupiter Sponsor LLC, and as such has voting and investment control over the investments held by Jupiter Sponsor LLC. Includes 2,875,000 shares of Common Stock, which were issued to the Sponsor prior to the IPO and 430,000 shares of Common Stock underlying the Private Placement Units. The business address of Jupiter Sponsor LLC is 4651 Salisbury Road, Suite 400, Jacksonville, FL 32256. |
|
(2) |
The business address for these holders is c/o Blockchain Moon Acquisition Corp., 4651 Salisbury Road, Suite 400, Jacksonville, FL 32256. |
|
(3) |
Does not include any securities indirectly owned by this individual as a result of his or her membership interest in the Sponsor. |
FUTURE
STOCKHOLDER PROPOSALS
If the Extension Amendment Proposal is approved
and the Charter Amendment is filed, BMAC’s first annual meeting of stockholders will be held no later than December 31, 2023.
If the Extension Amendment Proposal is not approved and a Business Combination is not consummated, there will be no further annual meetings
of BMAC. You should direct any proposals to BMAC’s Chief Executive Officer at Blockchain Moon Acquisition Corp., 4651 Salisbury
Road, Suite 400, Jacksonville, FL 32256.
HOUSEHOLDING
INFORMATION
Unless BMAC has received contrary instructions,
BMAC may send a single copy of this proxy statement to any household at which two or more stockholders reside if BMAC believes the stockholders
are members of the same family. This process, known as “householding”, reduces the volume of duplicate information received
at any one household and helps to reduce BMAC’s expenses. However, if stockholders prefer to receive multiple sets of BMAC’s
disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described
below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a
single set of BMAC’s disclosure documents, the stockholders should follow these instructions:
| · | If
the shares are registered in the name of the stockholder, the stockholder should contact
us at our offices at Blockchain Moon Acquisition Corp., 4651 Salisbury Road, Suite 400,
Jacksonville, FL 32256, to inform us of his or her request; or |
| · | If
a bank, broker or other nominee holds the shares, the stockholder should contact the bank,
broker or other nominee directly. |
WHERE
YOU CAN FIND MORE INFORMATION
BMAC files reports, proxy statements and other
information with the SEC as required by the Exchange Act. You may access information on BMAC at the SEC web site, which contains reports,
proxy statements and other information, at: http://www.sec.gov.
This proxy statement is available without charge
to stockholders of BMAC upon written or oral request. If you would like additional copies of this proxy statement or if you have questions
about the proposals to be presented at the Stockholder Meeting, you should contact BMAC in writing at Blockchain Moon Acquisition Corp.,
4651 Salisbury Road, Suite 400, Jacksonville, FL 32256 or by telephone at (424) 262-6097.
If you have questions about the proposals or this
proxy statement, would like additional copies of this proxy statement, or need to obtain proxy cards or other information related to
the proxy solicitation, please contact Morrow Sodali, the proxy solicitor for BMAC, by calling (800) 662-5200 (toll-free), or banks and
brokers can call (203) 658-9400, or by emailing BMAQ.info@investor.morrowsodali.com. You will not be charged for any of the documents
that you request.
To obtain timely delivery of the documents, you
must request them no later than five business days before the date of the Stockholder Meeting, or no later than ,
2022.
ANNEX
A
PROPOSED
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BLOCKCHAIN MOON ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
BLOCKCHAIN
MOON ACQUISITION CORP., a corporation existing under the laws of the State of Delaware (the “Corporation”),
by its Chief Executive Officer, hereby certifies as follows:
| 1. | The name of the Corporation is “Blockchain Moon Acquisition
Corp.” |
| 2. | The Corporation’s Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on January 22, 2021 (the “Original
Certificate”). |
| 3. | An Amended and Restated Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on October 18, 2021 (the
“Amended and Restated Certificate of Incorporation”). |
| 4. | This Amendment to the Amended and Restated Certificate of Incorporation
amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 5. | This Amendment to the Amended and Restated Certificate of Incorporation
was duly adopted by the affirmative vote of the holders of fifty percent (50%) of the stock
entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware (the “DGCL”). |
| 6. | The text of Paragraph E of Article Sixth is hereby amended and
restated to read in full as follows: |
E. In
the event that the Corporation does not consummate a Business Combination upon the date which is the later of (i) April 21,
2023 and (ii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended
and restated certificate of incorporation (in any case, such date being referred to as the “Termination Date”), the
Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below
(which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation
distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s
then stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by the Board of Directors pursuant
to Section 275(a) of the DGCL finding the dissolution of the Corporation advisable and the provision of such notices as are
required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Corporation’s net assets to its
remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and
(iii) above) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of
applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Fund plus any pro rata
interest earned on the funds held in the Trust Fund and not previously released to the Corporation or necessary to pay its taxes
divided by the total number of IPO Shares then outstanding.
| 7. | The text of Paragraph I of Article Sixth is hereby amended and
restated to read in full as follows: |
I. If
any amendment is made to this Article Sixth that would modify the substance or timing of the Corporation’s obligation to provide
for the conversion of the IPO Shares in connection with an initial Business Combination or to redeem 100% of the IPO Shares if the Corporation
has not consummated an initial Business Combination within 24 months from the date of the consummation of the IPO, or with respect to
any other provision in this Article Sixth, the holders of IPO Shares shall be provided with the opportunity to redeem their IPO
Shares upon the approval of any such amendment, at the per-share price specified in paragraph C.
IN WITNESS WHEREOF, the Corporation has caused
this Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer this day of ,
2022.
BLOCKCHAIN MOON ACQUISITION CORP. |
|
|
|
By: |
|
|
|
Name: Enzo A. Villani |
|
|
Title: Chief Executive Officer |
|
PROXY
CARD
PRELIMINARY
PROXY CARD
SUBJECT TO COMPLETION
Blockchain Moon Acquisition Corp.
4651 Salisbury Road, Suite 400
Jacksonville, FL 32256
SPECIAL MEETING
OF STOCKHOLDERS OF BLOCKCHAIN MOON ACQUISITION CORP.
YOUR VOTE IS IMPORTANT
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
, 2022.
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated , 2022, in connection with the special meeting of Stockholders (the “Stockholder Meeting”) of Blockchain Moon Acquisition Corp. (“BMAC”) to be held at a.m., Eastern Time, on , 2022, via a virtual meeting, and hereby appoints Enzo A. Villani and Wes Levitt, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all stock of BMAC registered in the name provided, which the undersigned is entitled to vote at the Stockholder Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying proxy statement.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1 AND 2.
|
|
(Continued
and to be marked, dated and signed on reverse side) |
|
|
|
Please
mark vote as indicated
in this example |
¨ |
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
PROPOSALS 1 AND 2. |
Proposal
No. 1 — The Extension Amendment Proposal — To amend BMAC’s amended and
restated certificate of incorporation to (a) extend the date by which BMAC has to consummate a business combination from October 21,
2022 to April 21, 2023. A copy of the proposed amendments is set forth in Annex A to the accompanying proxy statement. |
FOR
¨ |
AGAINST
¨ |
ABSTAIN
¨ |
|
|
|
|
Proposal No. 2 — The
Adjournment Proposal — To adjourn the Stockholder Meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are
insufficient shares of common stock, par value $0.0001 per share, of BMAC represented (either in person or by proxy)
to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve
the Extension Amendment Proposal. |
FOR
¨ |
AGAINST
¨ |
ABSTAIN
¨ |
Dated:
, 2022
(Signature)
(Signature if held jointly)
Signature should agree with name printed hereon. If shares are held
in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should
indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED
TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH IN PROPOSALS 1 AND 2 AND WILL GRANT DISCRETIONARY
AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE
ALL PRIOR PROXIES SIGNED BY YOU.
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