Road to Success

As disclosed in the definitive proxy statement filed by Blockchain Moon
Acquisition Corp. (“Blockchain Moon” or the “Company”) with the Securities and
Exchange Commission (the “SEC”) on October 4, 2022, as supplemented (the
“Extension Proxy Statement”), relating to the special meeting of stockholders
(the “Extension Meeting”), Jupiter Sponsor LLC, the Company’s sponsor (the
“Sponsor”), agreed that if the Extension Amendment Proposal (as defined below)
was approved, it or one or more of its affiliates, members or third-party
designees (the “Lender”) will contribute to the Company as a loan $360,000 to be
deposited into the trust account established in connection with the Company’s
initial public offering (the “Trust Account”).

On October 19, 2022, the stockholders of Blockchain Moon approved the Extension
Amendment Proposal (as defined below) at the Extension Meeting (as described in
Item 5.07 of this Current Report on Form 8-K). Accordingly, on October 21, 2022,
the Company issued an unsecured promissory note in the principal amount of
$360,000 (the “Note”) to the Sponsor. The Note does not bear interest and
matures upon closing of the Company’s initial business combination. In the event
that the Company does not consummate a business combination, the Note will be
repaid only from amounts remaining outside of the Trust Account, if any. The
proceeds of the Note have been deposited in the Trust Account in connection with
the Charter Amendment (as defined below).

The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, which is incorporated by reference herein and
filed herewith as Exhibit 10.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

On October 19, 2022, Blockchain Moon held the Extension Meeting to approve an
amendment to Blockchain Moon’s amended and restated certificate of incorporation
(the “Charter Amendment”) to extend the date (the “Termination Date”) by which
Blockchain Moon has to consummate a business combination from October 21, 2022
(the “Original Termination Date”) to January 21, 2023 (the “Charter Extension
Date”) and to allow Blockchain Moon, without another stockholder vote, to elect
to extend the Termination Date to consummate a business combination on a monthly
basis for up to six times by an additional one month each time after the Charter
Extension Date, by resolution of Blockchain Moon’s board of directors, if
requested by the Sponsor, and upon five days’ advance notice prior to the
applicable Termination Date, until July 21, 2023, or a total of up to nine
months after the Original Termination Date, unless the closing of Blockchain
Moon’s initial business combination shall have occurred prior thereto (the
“Extension Amendment Proposal”). The stockholders of Blockchain Moon approved
the Extension Amendment Proposal at the Extension Meeting and on October 21,
2022, Blockchain Moon filed the Charter Amendment with the Delaware Secretary of
State.

The foregoing description is qualified in its entirety by reference to
the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is
incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 19, 2022, Blockchain Moon held the Extension Meeting to approve the
Extension Amendment Proposal and the Adjournment Proposal, each as more fully
described in the Extension Proxy Statement. As there were sufficient votes to
approve the Extension Amendment Proposal, the Adjournment Proposal was not
presented to stockholders.

Holders of 12,749,332 shares of common stock of Blockchain Moon held of record
as of September 27, 2022, the record date for the Extension Meeting, were
present in person or by proxy, representing approximately 86.12% of the voting
power of Blockchain Moon’s shares of common stock as of the record date for the
Extension Meeting, and constituting a quorum for the transaction of business.

The voting results for the Extension Amendment Proposal were as follows:

The Extension Amendment Proposal

   For       Against   Abstain
12,068,485   680,778     69




The Adjournment Proposal

The Company had solicited proxies in favor of an Adjournment Proposal which
would have given the Company authority to adjourn the Extension Meeting to
solicit additional proxies. As sufficient shares were voted in favor of the
Extension Amendment Proposal, this proposal was not voted upon at the Extension
Meeting.

In connection with the vote to approve the Charter Amendment, the holders of
9,724,108 public shares of common stock of the Company properly exercised their
right to redeem their shares (and did not withdraw their redemption) for cash at
a redemption price of approximately $10.06 per share, for an aggregate
redemption amount of approximately $97,852,300. Following such redemptions,
approximately $17,870,500 was left in trust and 1,775,892 shares of common stock
held by public stockholders remained outstanding.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



Exhibit No.                               Description
  3.1           Amendment to Amended and Restated Certificate of Incorporation.
  10.1          Promissory Note, dated October 21, 2022, between the Company and
              the Sponsor.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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