UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40922

BLOCKCHAIN MOON ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-1839124

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

4651 Salisbury Road, Suite 400,

Jacksonville, FL 32256

(Address of principal executive offices)

(424) 262-6097

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, each consisting of one share of Common Stock, one Right and one Redeemable Warrant	BMAQU	The Nasdaq Stock Market LLC

Common Stock, par value $0.0001 per share	BMAQ	The Nasdaq Stock Market LLC

Rights, each to receive one-tenth of one share of Common Stock	BMAQR	The Nasdaq Stock Market LLC

Redeemable Warrants, each exercisable for one-half of one share of Common Stock at an exercise price of $11.50	BMAQW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 14, 2022, 14,805,000 shares of common stock, $0.0001 par value, were issued and outstanding.

Table of Contents

BLOCKCHAIN MOON ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS

		Page
Part I. Financial Information		1

Item 1.	Financial Statements	1

Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021		1

Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the Period from January 22, 2021 (Inception) through September 30, 2021		2

Unaudited Condensed Statements of Changes in Common Stock Subject to Possible Redemption and Stockholder’s (Deficit) Equity for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the Period from January 22, 2021 (Inception) through September 30, 2021		3

Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the Period from January 22, 2021 (Inception) through September 30, 2021		4

Notes to Condensed Financial Statements (Unaudited)		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	27

Item 4.	Controls and Procedures	28

Part II. Other Information		29

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

Part III. Signatures		31

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

BLOCKCHAIN MOON ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
Assets	(unaudited)
Current assets:
Cash	$	251,842	$	831,693
Due from Related Party		—		37,778
Prepaid expenses		220,139		405,319
Total current assets		471,981		1,274,790

Investments held in Trust account		115,834,156		115,010,229
Total Assets	$	116,306,137	$	116,285,019

Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit
Current liabilities:
Accrued expenses	$	1,427,243	$	131,381
Accrued offering costs		—		75,000
Income taxes payable		127,962		—
Due to Related Party		52,222		—
Total current liabilities		1,607,427		206,381

Warrant liability		14,946		175,861
Deferred underwriters' discount		4,025,000		4,025,000
Total Liabilities		5,647,373		4,407,242

Commitments and Contingencies
Common stock subject to possible redemption $0.0001 par value; 11,500,000 shares at $10.07 and $10.00 per share at redemption value as of September 30, 2022 and December 31, 2021		115,834,156		115,010,229

Stockholder’s Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,305,000 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption)		331		331
Additional paid-in capital		—		—
Accumulated deficit		(5,175,723)		(3,132,783)
Total Stockholders' deficit		(5,175,392)		(3,132,452)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	$	116,306,137	$	116,285,019

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

BLOCKCHAIN MOON ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


							For the
							Period from
							January 22,
							2021
					For the Nine		(Inception)
	For the Three Months Ended				Months Ended		Through
	September 30,				September 30,		September 30,
	2022		2021		2022		2021
Formation and operating costs	$	1,100,978	$	90	$	2,075,893	$	1,690
Loss from Operations		(1,100,978)		(90)		(2,075,893)		(1,690)

Other income
Gain on marketable securities (net), interest on marketable securities held in Trust Account		622,859		—		823,927		—
Change in fair value of warrant liability		37,473		—		160,915		—
Total other income		660,332		—		984,842		—

Loss before provision for income taxes		(440,646)		(90)		(1,091,051)		(1,690)
Provision for income taxes		(111,490)		—		(127,962)		—
Net loss	$	(552,136)	$	(90)	$	(1,219,013)	$	(1,690)

Basic and diluted weighted average shares outstanding, Common Stock subject to possible redemption		11,500,000		—		11,500,000		—
Basic and diluted net loss per share, Common Stock subject to possible redemption	$	(0.03)	$	—	$	(0.07)	$	—
Basic and diluted weighted average shares outstanding, Non-redeemable Common Stock		3,305,000		2,500,000		3,305,000		2,500,000
Basic and diluted net loss per share, Non-redeemable Common Stock	$	(0.08)	$	(0.00)	$	(0.14)	$	(0.00)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

BLOCKCHAIN MOON ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ (DEFICIT) EQUITY

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Common Stock Subject to

Additional

Total

Possible Redemption

Common Stock

Paid-in

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Balance as of January 1, 2022

11,500,000

115,010,229

3,305,000

331

—

(3,132,783)

(3,132,452)

Remeasurement of Common Stock to redemption value

—

24,837

—

SEC Form 10-Q filed by Blockchain Moon Acquisition Corp.