\n<\/p>\n
Get instant alerts when news breaks on your stocks. Claim your 1-week free trial to StreetInsider Premium<\/b> here<\/a>.<\/i><\/p>\n \u00a0<\/b><\/p>\n United States<\/b><\/p>\n SECURITIES AND EXCHANGE COMMISSION<\/b><\/p>\n Washington, D.C. 20549<\/b><\/p>\n \u00a0<\/p>\n Form 8-K<\/span><\/b><\/p>\n \u00a0<\/p>\n Current Report<\/b><\/p>\n Pursuant to Section 13 or 15(d) of the<\/b><\/p>\n Securities Exchange Act of 1934<\/b><\/p>\n \u00a0<\/p>\n October 14, 2022<\/span><\/b><\/p>\n Date of Report (Date of earliest event reported)<\/p>\n \u00a0<\/p>\n Blockchain Moon Acquisition Corp.<\/span><\/span><\/b><\/p>\n (Exact Name of Registrant as Specified in its Charter)<\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n Registrant\u2019s telephone number, including \u00a0<\/p>\n N\/A<\/p>\n (Former name or former address, if changed since \u00a0<\/p>\n Check the appropriate box below if the Form 8-K filing is intended \u00a0<\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n Securities registered pursuant to Section 12(b) of the Act:<\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n Indicate by check mark whether the registrant is an emerging growth \u00a0<\/p>\n Emerging growth company x<\/span><\/span><\/p>\n \u00a0<\/p>\n If an emerging growth company, indicate by check mark if the registrant \u00a0\u00a0<\/span><\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n On October 15, 2022, Blockchain Moon Acquisition \u00a0<\/p>\n Business Combination Agreement<\/b><\/p>\n \u00a0<\/p>\n The following description of the Business Combination \u00a0<\/p>\n The Business Combination Agreement \u00a0<\/p>\n \u00a0<\/p>\n Consideration<\/i><\/p>\n \u00a0<\/p>\n Under the terms of the Business \u00a0<\/p>\n The \u00a0<\/p>\n The \u00a0<\/p>\n The Closing<\/i><\/p>\n \u00a0<\/p>\n The Closing will occur as promptly as reasonably \u00a0<\/p>\n Stock Exchange Listing<\/i><\/p>\n \u00a0<\/p>\n Pursuant to the terms of the Business Combination \u00a0<\/p>\n Representations and Warranties<\/i><\/p>\n \u00a0<\/p>\n The Business Combination Agreement contains customary \u00a0<\/p>\n Covenants<\/i><\/p>\n \u00a0<\/p>\n The Business Combination Agreement includes customary \u00a0<\/p>\n \u00a0<\/p>\n DLTx Exclusivity Restrictions<\/i><\/p>\n \u00a0<\/p>\n Pursuant to the terms of the Business Combination \u00a0<\/p>\n A \u201cCompany Acquisition Proposal<\/span>\u201d \u00a0<\/p>\n BMAC Exclusivity Restrictions<\/i><\/p>\n \u00a0<\/p>\n Pursuant to the terms of the Business Combination \u00a0<\/p>\n A \u201cBMAC Acquisition Proposal<\/span>\u201d \u00a0<\/p>\n Due Diligence Investigation and Renegotiation or Reconsideration \u00a0<\/p>\n Following the signing of the Business Combination \u00a0<\/p>\n No later \u00a0<\/p>\n \u00a0<\/p>\n Conditions to Closing<\/i><\/p>\n \u00a0<\/p>\n The consummation of the Business Combination is \u00a0<\/p>\n Mutual Conditions<\/span><\/p>\n \u00a0<\/p>\n Under the terms of the Business Combination Agreement, \u00a0<\/p>\n BMAC Conditions to Closing<\/span><\/p>\n \u00a0<\/p>\n Under the terms of the Business Combination \u00a0<\/p>\n \u201cRequired Company Distribution Transaction \u00a0<\/p>\n \u00a0<\/p>\n DLTx Conditions to Closing<\/span><\/p>\n \u00a0<\/p>\n Under the terms of the Business Combination Agreement, \u00a0<\/p>\n Termination<\/i><\/p>\n \u00a0<\/p>\n The Business Combination Agreement allows the parties \u00a0<\/p>\n (i) by mutual written consent of BMAC and DLTx;<\/p>\n \u00a0<\/p>\n (ii) by BMAC, if any of the representations or \u00a0<\/p>\n (iii) by DLTx, if any of the representations or \u00a0<\/p>\n (iv) by either BMAC or DLTx, if any governmental \u00a0<\/p>\n (v) by either BMAC or DLTx, if certain required \u00a0<\/p>\n (vi) by either BMAC or DLTx, if certain required \u00a0<\/p>\n (vii) by BMAC, at any time before the time the \u00a0<\/p>\n (viii) by BMAC, following the expiration of the \u00a0<\/p>\n (ix) by DLTx, at any time before the time the Required \u00a0<\/p>\n (x) by DLTx prior to the receipt of the Required \u00a0<\/p>\n \u00a0<\/p>\n The \u201cBMAC Expense Reimbursement<\/span>\u201d \u00a0<\/p>\n Sponsor Side Letter<\/b><\/p>\n \u00a0<\/p>\n BMAC, Jupiter Sponsor LLC, a Delaware limited liability \u00a0<\/p>\n In addition, the Sponsor and DLTx have agreed, \u00a0<\/p>\n \u201cCovered Shares<\/span>\u201d means all Sponsor \u00a0<\/p>\n The foregoing description of the Sponsor Side Letter \u00a0<\/p>\n Shareholder Support Agreement<\/b><\/p>\n \u00a0<\/p>\n BMAC, DLTx and certain of the shareholders of DLTx \u00a0<\/p>\n The foregoing description of the Shareholder Support \u00a0<\/p>\n \u00a0<\/p>\n
\n\n
\n Delaware<\/span><\/b><\/td>\n \u00a0<\/td>\n 001-40922<\/span><\/b><\/td>\n \u00a0<\/td>\n 86-1839124<\/span><\/b><\/td>\n<\/tr>\n \n (State or other jurisdiction of
incorporation)<\/td>\n\u00a0<\/td>\n (Commission File Number)<\/td>\n \u00a0<\/td>\n (I.R.S. Employer
Identification No.)<\/td>\n<\/tr>\n<\/table>\n\n
\n 4651 Salisbury Road<\/span>, Suite 400<\/span><\/b>
Jacksonville<\/span>, FL<\/span><\/b><\/td>\n\u00a0<\/td>\n 32256<\/span><\/b><\/td>\n<\/tr>\n \n (Address of Principal Executive Offices)<\/td>\n \u00a0<\/td>\n (Zip Code)<\/td>\n<\/tr>\n<\/table>\n
\narea code: (424<\/span>) 262-6097<\/span><\/b><\/p>\n
\nlast report)<\/p>\n
\nto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:<\/p>\n\n
\n \n x<\/span><\/span><\/td>\n Written communications pursuant to Rule 425 under the Securities
\nAct (17 CFR 230.425)<\/td>\n<\/tr>\n<\/table>\n\n
\n \n \u00a8<\/span><\/span><\/td>\n Soliciting material pursuant to Rule 14a-12 under the Exchange
\nAct (17 CFR 240.14a-12)<\/td>\n<\/tr>\n<\/table>\n\n
\n \n \u00a8<\/span><\/span><\/td>\n Pre-commencement communications pursuant to Rule 14d-2(b) under
\nthe Exchange Act (17 CFR 240.14d-2(b))<\/td>\n<\/tr>\n<\/table>\n\n
\n \n \u00a8<\/span><\/span><\/td>\n Pre-commencement communications pursuant to Rule 13e-4(c) under
\nthe Exchange Act (17 CFR 240.13e-4(c))<\/td>\n<\/tr>\n<\/table>\n\n
\n Title of each class<\/b><\/td>\n \u00a0<\/td>\n Trading Symbol(s)<\/b><\/td>\n \u00a0<\/td>\n Name of each exchange on which
registered<\/b><\/td>\n<\/tr>\n\n Common Stock, par value $0.0001 per share\u00a0<\/span><\/td>\n \u00a0<\/td>\n BMAQ<\/span><\/td>\n \u00a0<\/td>\n The Nasdaq Stock Market LLC<\/span><\/td>\n<\/tr>\n \n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n<\/tr>\n \n Redeemable Warrants, each exercisable for one-half of one share of Common Stock at an exercise price of $11.50\u00a0<\/span><\/td>\n \u00a0<\/td>\n BMAQW<\/span><\/td>\n \u00a0<\/td>\n The Nasdaq Stock Market LLC<\/span><\/td>\n<\/tr>\n \n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n<\/tr>\n \n Rights, each to receive one-tenth of one share of Common Stock\u00a0<\/span><\/td>\n \u00a0<\/td>\n BMAQR<\/span><\/td>\n \u00a0<\/td>\n The Nasdaq Stock Market LLC<\/span><\/td>\n<\/tr>\n \n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n<\/tr>\n \n Units, each consisting of one share of Common Stock, one Right and one Redeemable Warrant<\/span><\/td>\n \u00a0<\/td>\n BMAQU<\/span><\/td>\n \u00a0<\/td>\n The Nasdaq Stock Market LLC<\/span><\/td>\n<\/tr>\n<\/table>\n
\ncompany as defined in Rule 405 of the Securities Act of 1933 (17 CFR \u00a7230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
\n(17 CFR \u00a7240.12b-2).<\/p>\n
\nhas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
\nto Section 13(a) of the Exchange Act. \u00a8<\/span><\/span><\/span><\/p>\n\n
\n Item 1.01.<\/b><\/td>\n Entry Into A Material Definitive Agreement.<\/b><\/td>\n<\/tr>\n<\/table>\n
\nCorp., a Delaware corporation (\u201cBMAC<\/span>\u201d), announced that it executed a Business Combination Agreement (the \u201cBusiness
\nCombination Agreement<\/span>\u201d), dated as of October\u00a014, 2022, with Malibu Parent Inc., a Delaware corporation (\u201cNew
\nBMAC<\/span>\u201d), Hermosa Merger Sub LLC, a Delaware limited liability company (\u201cMerger Sub<\/span>\u201d), and DLTx ASA, a Norwegian
\npublic limited liability company (\u201cDLTx<\/span>\u201d) (the transactions contemplated by the Business Combination Agreement, the
\n\u201cBusiness Combination<\/span>\u201d). This Current Report on Form 8-K (or this \u201creport\u201d), provides a summary of the
\nBusiness Combination Agreement and the other agreements entered into (and certain agreements to be entered into) in connection with the
\nBusiness Combination. The descriptions of these agreements do not purport to be complete and are qualified in their entirety by the terms
\nand conditions of such agreements or the forms thereof, as applicable, copies of which are filed as Exhibits 2.1, 10.1 and 10.2 hereto
\nand are incorporated by reference herein.<\/p>\n
\nAgreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to,
\nthe actual agreement, a copy of which is filed with this report as Exhibit 2.1, and the terms of which are incorporated herein by reference.
\nCapitalized terms used but not otherwise defined herein will have the meanings given to them in the Business Combination Agreement. The
\nBusiness Combination Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide
\nany other factual information about BMAC, New BMAC, Merger Sub or DLTx. In particular, the assertions embodied in the representations
\nand warranties in the Business Combination Agreement were made as of a specified date, may be subject to a contractual standard of materiality
\ndifferent from what might be viewed as material to investors, may be qualified by the schedules thereto, or may have been used for the
\npurpose of allocating risk between the parties. Accordingly, the representations and warranties in the Business Combination Agreement
\nare not necessarily characterizations of the actual state of facts about BMAC, New BMAC, Merger Sub or DLTx at the time they were made
\nor otherwise and should only be read in conjunction with the other information that BMAC makes publicly available in reports, statements
\nand other documents filed with the Securities and Exchange Commission (the \u201cSEC<\/span>\u201d).<\/p>\n
\nsets forth the terms and conditions of the Business Combination, which includes, among other things, the consummation of the following
\ntransactions: (a) prior to the closing of the Business Combination (the \u201cClosing<\/span>\u201d), DLTx will assign, contribute or
\notherwise convey certain assets to its subsidiaries such that, by the closing date, the subsidiaries of DLTx will hold all assets of the
\nDLTx company group other than specific, enumerated assets and associated liabilities (the \u201cConveyances<\/span>\u201d), in accordance
\nwith a plan to be provided by DLTx to BMAC (the \u201cConveyance Plan<\/span>\u201d); (b) prior to the Closing, on the closing date,
\nBMAC will merge with and into Merger Sub, with Merger Sub surviving (the \u201cMerger<\/span>\u201d, and the effective time of the Merger,
\nthe \u201cEffective Time<\/span>\u201d) as a direct subsidiary of New BMAC, and New BMAC will continue as the public company with (i)
\neach outstanding share of common stock, $0.0001 par value, of BMAC (each, a \u201cBMAC Common Share<\/span>\u201d), being automatically
\nconverted into the right of the holder thereof to receive one share of common stock, par value $0.0001 of New BMAC (each, a \u201cNew
\nBMAC Common Share<\/span>\u201d), (ii) each outstanding right to receive one-tenth (1\/10) of a BMAC Common Share upon the consummation of
\nan initial business combination (\u201cBMAC Right<\/span>\u201d) of BMAC being automatically exchanged for 1\/10th of a share of a New
\nBMAC Common Share upon the Closing without any further action by the holders of the BMAC Rights and (iii) each outstanding warrant of
\nBMAC (\u201cBMAC Warrant<\/span>\u201d) automatically ceasing to represent a right to acquire BMAC Common Shares and instead representing
\na right to acquire New BMAC Common Shares; (c) following the Effective Time, (i) New BMAC will amend and restate the pre-Closing certificate
\nof incorporation of New BMAC in a form to be agreed by BMAC and DLTx, until thereafter changed or amended as provided therein or by applicable
\nlaw and (ii) the board of directors of New BMAC will adopt the New BMAC bylaws in a form to be agreed by BMAC and DLTx; (d) following
\nthe Effective Time, at the Closing, New BMAC will acquire all of the subsidiaries of DLTx (the \u201cAcquisition<\/span>\u201d) in exchange
\nfor New BMAC Common Shares, as described in more detail below; and (e) promptly following the Required Company Distribution Transaction
\nApproval (as defined below), DLTx shall distribute to the Company Shareholders as of a record date to be on our about three business days
\nfollowing Closing their respective portion of the Adjusted Transaction Share Consideration (as defined below) (the \u201cDistribution<\/span>\u201d).
\nIn connection with the Closing, New BMAC will change its name to DLTx Inc., which will continue as the public company following the consummation
\nof the Business Combination.<\/p>\n
\nCombination Agreement, the aggregate consideration to be paid to DLTx in connection with the Acquisition will be in the form of New BMAC
\nCommon Shares and will equal the Adjusted Transaction Share Consideration. \u201cAdjusted Transaction
\nShare Consideration<\/span>\u201d means an aggregate number of New BMAC Common Shares equal to (a) (i) $106,610,000 (less any Leakage since
\nJune 30, 2022, if any) (the \u201cEquity Value<\/span>\u201d), divided by (ii) $10.00, minus (b) (i) the Earn Out Adjustment Share Amount
\n(as defined below), if any, multiplied by (ii) the Exchange Ratio (as defined below).<\/span><\/p>\n
\n\u201cEarn Out Adjustment Share Amount<\/span>\u201d means 6,000,000 or such lesser amount (which may be zero) to the extent the DLTx
\nhas complied in full with its obligation to issue an aggregate of 6,000,000 Company Shares prior to the Closing Date to certain individuals
\nentitled thereto in accordance with Section 6.30 of the Business Combination Agreement.<\/span><\/p>\n
\n\u201cExchange Ratio<\/span>\u201d means a fraction equal to (a) the aggregate number of Equity Securities of DLTx outstanding as of
\nimmediately prior to the Closing on an as-converted-to-common-stock basis, divided by (b) the aggregate number of New BMAC Common Shares
\nequal to the Adjusted Transaction Share Consideration.<\/span><\/p>\n
\npracticable, but in no event later than the third Business Day, following the satisfaction or, if permissible, waiver of the conditions
\nto the Closing set forth in the Business Combination Agreement.<\/p>\n
\nAgreement, BMAC shall use its reasonable best efforts to (a) cause the New BMAC Common Shares to be issued in connection with the Business
\nCombination to be approved for listing on the Nasdaq Global Market (\u201cNasdaq<\/span>\u201d), subject to official notice of issuance
\nthereof and (b) satisfy any applicable initial listing requirements of Nasdaq, in each case, as promptly as reasonably practicable
\nafter the date of the Business Combination Agreement, and in any event prior to the Effective Time.<\/p>\n
\nrepresentations and warranties of the parties thereto and in respect of the acquired DLTx subsidiaries with respect to, among other things,
\n(a) entity organization, formation and authority, (b) capitalization, (c)\u00a0authorization to enter into the Business Combination Agreement,
\n(d) licenses and permits, (e) taxes, (f) financial statements, (g) real property, (h) material contracts, (i) title to assets, (j) absence
\nof changes, (k) employee matters, (l) compliance with laws, (m) litigation, (n) transactions with affiliates and (o) regulatory matters.<\/p>\n
\ncovenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Business Combination
\nand efforts to satisfy the conditions to consummation of the Business Combination. The Business Combination Agreement also contains additional
\ncovenants of the parties, including, among others, covenants providing for BMAC and DLTx to use their reasonable best efforts to obtain
\nall permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with DLTx
\nand its subsidiaries as set forth in the Business Combination Agreement necessary for the consummation of the Business Combination and
\nto fulfill the conditions to the Business Combination, for the preparation and filing of a registration statement on Form S-4 with the
\nSEC relating to the Business Combination, containing a prospectus and proxy statement of BMAC, for DLTx to convene extraordinary general
\nmeetings of its Company Shareholders in order to approve the Acquisition and, subsequently, the Distribution, for the parties to negotiate
\nthe final forms of certain ancillary documents for the Business Combination in good faith, and for the designation of the members of New
\nBMAC\u2019s classified board upon the Closing.<\/p>\n
\nAgreement, from the date of the Business Combination Agreement to the Closing or, if earlier, the termination of the Business Combination
\nAgreement in accordance with its terms, DLTx has agreed, among other things, not to, and to cause its representatives not to (i) solicit,
\ninitiate, encourage (including by way of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or
\nindirectly, any inquiry proposal or offer (written or oral) relating to a Company Acquisition Proposal (as defined below), (ii) furnish
\nor disclose any non-public information to any person in connection with, or that could reasonably be expected to lead to, a Company Acquisition
\nProposal; (iii) enter into any contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv)\u00a0prepare
\nor make any filings with the SEC or any other governmental entity in connection with a public offering of any equity securities or other
\nsecurities of any Group Company (or any affiliate or successor of any Group Company); or (v) otherwise cooperate in any way with, or assist
\nor participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing.<\/p>\n
\nmeans (a) any direct or indirect acquisition, in one or a series of transactions, (i) of or with DLTx or any of its controlled Affiliates
\nor (ii) of all or a material portion of assets, Equity Securities or businesses of DLTx or any of its controlled Affiliates (in the case
\nof each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, purchase
\nof assets, tender offer or otherwise), or (b) any equity or similar investment in DLTx or any of its controlled Affiliates.<\/p>\n
\nAgreement, from the date of the Business Combination Agreement to the Effective Time or, if earlier, the termination of the Business
\nCombination Agreement in accordance with its terms, BMAC has agreed among other things, to the extent not inconsistent with the fiduciary
\nduties of the BMAC Board, not to, and to cause its representatives not to, (i) solicit, initiate, encourage (including by means of furnishing
\nor disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written
\nor oral) relating to a BMAC Acquisition Proposal (as defined below), (ii) furnish or disclose any non-public information to any person in connection with, or that could reasonably
\nbe expected to lead to, a BMAC Acquisition Proposal; (iii) enter into any contract or other arrangement or understanding regarding a
\nBMAC Acquisition Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage
\nany effort or attempt by any person (other than any DLTx subsidiary) to do or seek to do any of the foregoing.<\/p>\n
\nmeans any direct or indirect acquisition (or other business combination), in one or a series of related transactions, by BMAC (a) of
\nor with an unaffiliated entity or (b) of all or a material portion of the assets, equity securities or businesses of an unaffiliated
\nentity (in the case of each of clause (a) and (b), whether by merger, consolidation, recapitalization, purchase or issuance of equity
\nsecurities, purchase of assets, tender offer or otherwise), other than with DLTx and its representatives.<\/p>\n
\nPeriod<\/i><\/p>\n
\nAgreement, BMAC will have a period ending on the later of (x) 30 days following the signing of the Business Combination Agreement and
\n(y) five days following DLTx\u2019s delivery of certain required PCAOB-compliant audited financial statements to complete its due diligence
\nreview of the DLTx business (the \u201cDiligence Period<\/span>\u201d). Any any time prior to the expiration of the Diligence Period,
\nBMAC may notify DLTx in writing (a \u201cDiligence Deficiency Notice<\/span>\u201d) that it intends to terminate the Business Combination
\nAgreement as a result of its due diligence investigation (including as a result of the Conveyance Plan and\/or any updates to the disclosure
\nschedules delivered by DLTx). BMAC may, in its sole discretion, propose a revised Equity Value, or such other amended or additional terms,
\non which BMAC would be willing to consummate the Business Combination.<\/p>\n
\nthan three Business Days after its receipt of a Diligence Deficiency Notice (if any), DLTx may, in its sole discretion, negotiate with
\nBMAC with respect to any such amended or additional terms and\/or make a counterproposal to BMAC (a \u201cCompany Counterproposal<\/span>\u201d).
\nDuring the fifteen days following BMAC\u2019s receipt of a Company Counterproposal (if any) (the \u201cRenegotiation Period<\/span>\u201d),
\nBMAC will consider and discuss in good faith with DLTx all proposals submitted by DLTx. Neither party will be required to accept any proposal
\nby the other party, and the BMAC Board is not required to recommend the adoption and approval of any such proposal to BMAC\u2019s stockholders.
\nTo the extent that DLTx does not deliver a Company Counterproposal, BMAC will have 15 days following the delivery of the Diligence Deficiency
\nNotice (a \u201cReconsideration Period<\/span>\u201d) in order to consider, together with its legal and financial advisors, whether to
\nexercise its rights to terminate the Business Combination Agreement as a result of its due diligence investigation of DLTx. <\/span><\/p>\n
\nsubject to the fulfillment of the conditions described below.<\/p>\n
\nthe obligations of DLTx, BMAC and Merger Sub to consummate the Business Combination, including the Merger, are subject to the satisfaction
\nor waiver (where permissible) at or prior to the Closing of the following conditions: (i) each applicable waiting period or Consent under
\nthe HSR Act shall have expired, been terminated or obtained (or deemed, by applicable Law, to have been obtained), as applicable; (ii)
\nthe Required Company Shareholder Transaction Approval (as defined below) shall have been obtained; (iii) the Required BMAC Stockholder
\nApproval (as defined below) shall have been obtained; (iv) no Order or Law issued by any court of competent jurisdiction or other Governmental
\nEntity or other legal restraint or prohibition preventing the consummation of the Business Combination or the Ancillary Documents shall
\nbe in effect; (v) the Registration Statement \/ Proxy Statement shall have been declared effective under the Securities Act of 1933, as
\namended (the \u201cSecurities Act<\/span>\u201d), no stop order suspending the effectiveness of the Registration Statement \/ Proxy Statement
\nshall be in effect, and no proceedings seeking such a stop order shall have been initiated or threatened by the SEC and remain pending;
\n(vi) New BMAC\u2019s initial listing application with Nasdaq in connection with the Business Combination shall have been conditionally
\napproved and, immediately following the Closing, New BMAC shall satisfy any applicable initial and continuing listing requirements of
\nNasdaq, and New BMAC shall not have received any notice of non-compliance therewith that has not been cured prior to, or would not be
\ncured at or immediately following, the Closing, and the New BMAC Common Shares (including the New BMAC Common Shares to be issued hereunder)
\nshall have been approved for listing on Nasdaq; and (vii) after giving effect to the Business Combination, BMAC shall have at least $5,000,001
\nof net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the \u201cExchange
\nAct<\/span>\u201d)) immediately after the Closing.<\/p>\n
\nAgreement, the obligations of BMAC and Merger Sub to consummate the transactions contemplated by the Business Combination Agreement
\nare subject to the satisfaction or waiver (where permissible) at or prior to the Closing of, in addition to other customary closing
\nconditions, (a) no Company Material Adverse Effect having occurred between the date of the Business Combination Agreement and the
\nClosing Date, (b) the BMAC Board having received a fairness opinion satisfactory to the BMAC Board and its Special
\nCommittee, (c) the Conveyances having been completed in accordance with the Conveyance Plan, (d) delivery of a Restrictive Covenant
\nAgreement containing customary non-competition, non-solicitation, and non-disparagement covenants by DLTx, in a form to be agreed by
\nthe parties, and (e) the Required Company Distribution Transaction Approval having been obtained, or if the Required Company
\nDistribution Transaction Approval has not been obtained, DLTx having delivered a six-month \u201clock-up\u201d agreement and the
\nDLTx\u2019s board of directors having resolved to recommend the Distribution, recommended the Distribution and not changed such
\nrecommendation.<\/p>\n
\nApproval<\/span>\u201d means the approval of the Distribution by the affirmative vote of the holders of the requisite number of Company Shares
\nentitled to vote thereon, whether in person or by proxy at DLTx Distribution Special Meeting (or any adjournment or postponement
\nthereof), in accordance with the Governing Documents of DLTx and applicable Law.<\/p>\n
\nthe obligations of DLTx to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction
\nor waiver (where permissible) at or prior to the Closing of, among other customary closing conditions, no BMAC Material Adverse Effect
\nhaving occurred between the date of the Business Combination Agreement and the Closing Date, and cash available from the Trust Account
\nand all BMAC Financing equaling or exceeding $10,000,000 after payment of transaction expenses.<\/p>\n
\nto terminate the agreement upon the occurrence of certain conditions, including if the Effective Time has not occurred by July 21, 2023
\n(the \u201cTermination Date<\/span>\u201d). Additionally, the Business Combination Agreement may be terminated:<\/p>\n
\nwarranties of DLTx set forth in the Business Combination Agreement shall not be true and correct or if DLTx has failed to perform any
\ncovenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and
\nthe breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant
\nor agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) 30 days after written notice thereof is
\ndelivered to DLTx by BMAC and (ii) the Termination Date;<\/p>\n
\nwarranties of BMAC set forth in the Business Combination Agreement shall not be true and correct or if any BMAC Party has failed to perform
\nany covenant or agreement on the part of such applicable BMAC Party set forth in the Business Combination Agreement such that certain
\nconditions to Closing could not be satisfied and the breach or breaches causing such representations or warranties not to be true and
\ncorrect, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier
\nof (i) 30 days after written notice thereof is delivered to BMAC by DLTx and (ii) the Termination Date;<\/p>\n
\nentity shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions
\ncontemplated by the Business Combination and such order or other action shall have become final and nonappealable;<\/p>\n
\napprovals are not obtained from BMAC stockholders (\u201cRequired BMAC Stockholder Approval<\/span>\u201d) after the conclusion of a
\nmeeting of BMAC\u2019s stockholders held for such purpose on which such stockholders voted for such approvals;<\/p>\n
\napprovals are not obtained from DLTx shareholders (\u201cRequired Company Shareholder Transaction Approval<\/span>\u201d) after the conclusion
\nof a meeting of DLTx\u2019s shareholders held for such purpose on which such shareholders voted for such approvals;<\/p>\n
\nRequired Company Shareholder Transaction Approval is obtained, upon a Company Change in Recommendation; provided<\/span>, that the BMAC
\nExpense Reimbursement shall be paid pursuant the terms of the Business Combination Agreement;<\/p>\n
\nRenegotiation Period or Reconsideration Period, as applicable, based on its due diligence review of the DLTx or if, at such time, the
\nBMAC Special Committee has not received a satisfactory Fairness Opinion;<\/p>\n
\nBMAC Stockholder Approval is obtained, upon a BMAC Change in Recommendation; and<\/p>\n
\nCompany Shareholder Transaction Approval, if DLTx\u2019s board of directors authorizes DLTx to enter into a definitive agreement with
\nrespect to a unsolicited Company Superior Proposal and DLTx enters into such definitive agreement with respect to such Company Superior
\nProposal; provided<\/span>, that the BMAC Expense Reimbursement shall be paid pursuant the terms of the Business Combination Agreement.<\/p>\n
\nshall be an amount equal to the reasonable and documented out-of-pocket expenses incurred by BMAC in connection with the Business Combination
\nAgreement and the transactions contemplated thereunder, in an amount not to exceed $7,500,000.<\/p>\n
\ncompany and BMAC\u2019s sponsor (the \u201cSponsor<\/span>\u201d), DLTx, and, solely for purposes of Section 1.3(b) and Article II,
\nEnzo Villani, (\u201cVillani<\/span>\u201d), concurrently with the execution and delivery of the Business Combination Agreement, have
\nentered into a sponsor letter agreement (the \u201cSponsor Side Letter<\/span>\u201d), pursuant to which the Sponsor has agreed, among
\nother things, (A) to vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute
\nand return and cause such consent to be granted with respect thereto), all of its or his Covered Shares (as defined below) (i)\u00a0in
\nfavor of each Transaction Proposal contemplated in the Business Combination Agreement, and (ii)\u00a0against any action, proposal, transaction
\nor agreement relating to any BMAC Acquisition Proposal, and (B) not to elect to make or effect a BMAC Share Redemption with respect
\nto any such Covered Shares. Capitalized terms used but not otherwise defined herein will have the meanings given to them in the Sponsor
\nSide Letter.<\/p>\n
\namong other things, (A) to cancel certain equity interests in the Sponsor, upon Closing, for no consideration while New BMAC concurrently
\nredeems, for no consideration, 240,000 BMAC Common Shares, 19,500 BMAC Warrants and 39,000 BMAC Rights held by the Sponsor. The Sponsor,
\nVillani and DLTx have agreed, among other things, that certain equity interests held by Villani shall, upon the Closing, be cancelled
\nfor no consideration while New BMAC will simultaneously redeem for no consideration 150,000 New BMAC Common Shares held by the Sponsor
\n(such redeemed New BMAC Common Shares, the \u201cForfeited Shares<\/span>\u201d). BMAC shall cause New BMAC to reserve such Forfeited
\nShares for issuance, upon the Closing, to the employees of the Group Companies and in such amounts as BMAC and DLTx agree prior to the
\nClosing.<\/p>\n
\nShares held by the Sponsor, as of the date hereof together with any BMAC Common Shares or any shares of capital stock of BMAC acquired.<\/p>\n
\nand the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual
\nagreement, a copy of which is filed with this report as Exhibit 10.1, and the terms of which are incorporated herein by reference.<\/p>\n
\n(the \u201cDLTx Shareholders<\/span>\u201d), concurrently with the execution and delivery of the Business Combination Agreement, have
\nentered into the Shareholder Support Agreement (the \u201cShareholder Support Agreement<\/span>\u201d), pursuant to which such DLTx Shareholders
\nhave agreed, among other things, to vote (i) all of their ordinary shares of DLTx, par value NOK 1.60 (the \u201cDLTx Ordinary Shares<\/span>\u201d),
\n(ii) any additional DLTx Ordinary Shares (or any securities convertible into or exercisable or exchangeable for DLTx Ordinary Shares)
\nin which such DLTx Shareholder acquires record and beneficial ownership after the date hereof and (iii) any additional DLTx Ordinary Shares
\nwith respect to which such DLTx Shareholder has the discretionary right to vote through a proxy in favor of the Business Combination Agreement
\nand the Business Combination, including the Merger.<\/p>\n
\nAgreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to,
\nthe actual agreement, a copy of which is filed with this report as Exhibit 10.2, and the terms of which are incorporated herein by reference.<\/p>\n