United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~October~~September 2114, ~~2021~~2022

Date of Report (Date of earliest event reported)

Blockchain Moon Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40922		86-1839124
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4651 Salisbury Road, Suite 400 Jacksonville, FL		32256
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (424) 262-6097

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock BMAQ The Nasdaq Stock Market LLC Warrants BMAQW The Nasdaq Stock Market LLC Rights BMAQR The Nasdaq Stock Market LLC Units BMAQU The Nasdaq Stock Market LLC

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	BMAQ	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

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

Units, each consisting of one share of Common Stock, one Right and one Redeemable Warrant	BMAQU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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. ¨

Item 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsEffective ~~previously~~September ~~disclosed on a Current Report on Form 8-K dated October 22~~14, ~~2021 (the “Current Report”)~~2022, ~~on October 21, 2021,~~ Blockchain Moon Acquisition Corp. (~~the~~ “~~Company~~BMAC”) ~~consummated~~appointed ~~its~~John ~~initial public offering (“IPO”) of 10,000,000 units (the “Units”)~~P. ~~Each~~ ~~Unit~~Hopkins ~~consists of one share of common stock, $0.0001 par value (“Common Stock”), one right to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial business combination~~ and ~~one~~Carl ~~redeemable warrant entitling the holder thereof to purchase one-half (1/2) of a share of Common Stock at a price of $11~~J.50 ~~per~~Johnson ~~whole~~as ~~share.~~new ~~The~~independent ~~Units~~directors ~~were~~for ~~sold at an offering price of $10~~BMAC.~~00 per Unit, generating gross proceeds of $100,000,000.~~

~~Additionally,~~Mr. asHopkins ~~previously~~has ~~disclosed~~40 years of experience in accounting, finance and operations, business turnarounds, acquisitions and divestitures, debt restructuring, and information technology. Most recently, Mr. Hopkins served as the ~~Current~~President ~~Report~~and Chief Executive Officer of Professional Security Broadband Inc., ~~simultaneously~~a ~~with~~privately held integrated security, managed services, and business intelligence systems provider to Fortune 500 corporations. As President and Chief Executive Officer, he was responsible for organically growing revenue from $18 million in 2012 to $75 million in 2021 and drove the ~~closing~~creation of PSB Exero, an industry-disrupting private cloud-based business intelligence tool that provides a NIST level of system documentation and cyber-defenses for security. Mr. Hopkins began his career in the ~~IPO~~Big 4 public accounting firm PricewaterhouseCoopers, where he rose to the level of Audit Manager. Mr. Hopkins was subsequently employed in roles of Senior Manager of ARCO Chemical Company ~~consummated~~(NYSE: ~~the~~ACC), ~~private~~Vice ~~placement~~President Finance of ~~400~~Cambrex Corporation (NYSE: CBM),~~000~~ ~~units~~Chief Financial Officer of Measurement Specialties, Inc. (~~the~~NASDAQ: MEAS) and Chief Financial Officer of ~~“Private~~Henry ~~Units”~~Brothers Electronics (NASDAQ: HBE). atMr. Hopkins also has extensive experience in creating scalable enterprise automation platforms, as well as in leading business and accounting process reengineering and turnarounds. Along with his executive career, Mr. Hopkins served on the board of directors of Professional Security Broadband Inc. from 2011 to 2021 and on the Felician University School of Business Advisory Board from 2019 to 2021. He is also a ~~price~~member of ~~$10~~the American Institute of Certified Public Accountants.00 ~~per~~In ~~unit~~addition, ~~generating~~Mr. ~~total~~Hopkins currently ~~proceeds~~teaches at New York University Leonard N. School of $4Business,~~000~~ Seton Hall University Stillman School of Business,~~000~~ Seton Hall University School of Law and previously at Felician University School of Business. Mr. Hopkins holds an MBA from Villanova University and a Bachelor’s Degree in accounting from West Chester University.

AsMr. Johnson has over 40 years of ~~October~~marketing 21and sales experience in consumer healthcare. In 2019, ~~2021~~Mr. Johnson founded Four Peaks Insight, LLC, a ~~total~~business development and executive coaching business. He is also currently serving as a member of ~~$100~~ExecHQ,~~000~~ an executive advisory firm. Previously,~~000,~~ Mr. Johnson served as President ~~consisting~~and Chief Executive Officer and as a member of ~~$97~~the Board of Directors of Entia Biosciences,~~877~~ Inc.,~~497~~ ofa clinical stage biotechnology company engaged in the ~~net~~development ~~proceeds~~of pharmaceutical-grade organic compounds, from ~~the~~August ~~IPO~~2015 to November 2017. Mr. Johnson served as President and $2Chief Executive Officer and as a member of the Board of Directors of Matrixx Initiatives,~~122~~ Inc.,~~503~~ a marketer of over-the-counter ~~net~~(“OTC”) healthcare ~~proceeds~~products, from July 2001 until October 2008, and again as a member of the ~~private~~Board ~~placement~~of ~~consummated~~Directors ~~simultaneously~~of Matrixx Initiatives from February 2011 to February 2014. From 1993 to 2001, Mr. Johnson was Vice President, Commercial Development with Perrigo Company, a leading manufacturer of OTC pharmaceutical and nutritional products for the ~~closing~~store brand market. Prior to that, Mr. Johnson held a number of high-level marketing and sales positions at Johnson & Johnson from 1973 to 1989, including the ~~IPO~~position ~~were~~of ~~deposited~~V.P. inMarketing & Sales for Vistakon, a ~~trust~~Johnson & ~~account~~Johnson ~~established~~Company. He also held the position of Director of Marketing for Johnson & Johnson Baby Products Company. Prior to joining Johnson & Johnson, Mr. Johnson was an account executive at Compton Advertising, servicing Procter & Gamble. Mr. Johnson was a member of the ~~benefit~~Board of Directors of Scolr Pharma, Inc. from 2010 to 2013, including as Chairman from 2011 to 2013. Mr. Johnson also previously served on the ~~Company~~boards of the Generic Pharmaceutical Association and the Consumer Healthcare Products Association. Mr. Johnson holds a Master’s of ~~public~~Business ~~stockholders~~Administration — Marketing from Fairleigh Dickinson University and a Bachelor’s of Science in Economics from Wagner College.

AnThe ~~audited~~board ~~balance~~of ~~sheet~~directors as of ~~October~~BMAC ~~21,~~has affirmatively ~~2021,~~determined ~~reflecting~~that ~~receipt~~Mr. ofHopkins ~~the~~and ~~proceeds~~Mr. ~~upon~~Johnson ~~consummation~~each ofmeet the ~~IPO~~applicable ~~and~~standards ~~the~~for ~~private~~independence ~~placement,~~under isthe ~~included~~rules asof ~~Exhibit~~The ~~99.1~~Nasdaq toStock ~~this~~Market ~~report~~LLC.

~~Subsequently,~~Mr. onHopkins ~~October~~and ~~26,~~Mr. ~~2021,~~Johnson ~~the underwriters~~will ~~exercised~~each ~~the~~receive ~~over-allotment~~cash compensation ~~option~~for intheir ~~full~~service toon ~~purchase an additional 1,500,000 Units (~~the ~~“Over-Allotment~~board ~~Option Units”) at a price~~ of ~~$10.00~~directors ~~per unit, resulting~~ in ~~total gross proceeds to the Company of $15,000,000. On October 26, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of~~ an ~~additional~~amount ~~30,000 Private~~equal ~~Units, generating gross proceeds~~ to ~~the Company of~~ $~~300~~50,000~~. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933~~, aspayable ~~amended,~~in astwo ~~the transactions did not involve a public offering~~installments.

AsIn ofconnection ~~October~~with ~~26,~~their ~~2021,~~appointment ato ~~total~~the board of ~~$115~~directors,~~000,000,~~ ~~consisting~~Mr. ofHopkins ~~$112,577,497 of~~and ~~the~~Mr. ~~net~~Johnson ~~proceeds~~are ~~from~~each ~~the~~expected ~~sale~~to ofenter ~~Units~~into inBMAC’s ~~the~~standard ~~IPO~~form ~~(including~~of ~~the~~indemnity ~~Over-Allotment~~agreement ~~Option~~for ~~Units)~~ directors and ~~$2,422,503~~officers ofand ~~the~~joinder ~~net~~agreements ~~proceeds~~to ~~from the~~be ~~sale~~bound ofby the ~~Private~~same ~~Units~~provisions ~~(including~~of ~~the~~that ~~Over-Allotment~~certain ~~Option~~Insider ~~Units)~~Letter Agreement, ~~were~~dated ~~placed~~October in18, a2021, by ~~trust~~and ~~account~~between ~~established~~BMAC ~~for~~and ~~the~~each ~~benefit~~ of ~~the~~BMAC ~~Company~~’s ~~public~~officers, directors and initial stockholders.

The Company’s unaudited pro forma balance sheet as of October 21, 2021, reflecting the receipts of the IPO Offering Proceeds and the Over-allotment Proceeds, is included as Exhibit 99.2 to this Current Report on Form 8-K.SIGNATURES

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description
99.1		Balance Sheet dated October 21, 2021
99.2		Unaudited Pro Forma Balance Sheet as of October 21, 2021.

Dated: September 19, 2022

~~SIGNATURES~~BLOCKCHAIN MOON ACQUISITION CORP.

~~Pursuant~~By: to/s/ ~~the~~Enzo ~~requirements~~A. ofVillani ~~the~~Name: ~~Securities Exchange~~Enzo ~~Act~~A. ofVillani ~~1934,~~Title: ~~the~~Chief ~~Registrant~~Executive ~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

Dated: November 1, 2021
BLOCKCHAIN MOON ACQUISITION CORP.
By:	/s/ Enzo A. Villani
Name:	Enzo A. Villani
Title:	Chief Executive Officer

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