UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
001-40922
SEC FILE NUMBER
09370F
109
CUSIP NUMBER
(Check One):
x
Form 10-K ¨ Form 20-F ¨ Form 11-K ¨
Form 10-Q and Form 10-D ¨ Form N-SAR ¨
Form N-CSR
For Period Ended: December 31, 2022
| ¨ | Transition Report on Form 10-K |
| ¨ | Transition Report on Form 20-F |
| ¨ | Transition Report on Form 11-K |
| ¨ | Transition Report on Form 10-Q |
| ¨ | Transition Report on Form N-SAR |
For the Transition Period Ended: N/A
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates: N/A
PART I - REGISTRANT INFORMATION
Full Name of Registrant:
Blockchain Moon Acquisition
Corp.
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
4651 Salisbury Road, Suite 400
City, State and Zip Code:
Jacksonville, FL 32256
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate) x
|
(a) |
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
|
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and |
|
(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail the reasons why
Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
The Registrant
has determined that it is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the year ended December
31, 2022, within the prescribed time period because it requires additional time to finalize its financial statements to be included in
such Annual Report on Form 10-K. Separately, in connection with the audit of the financial statements for the fiscal year ended December 31, 2022, management identified
a material weakness related to the presentation of investment income from the trust account in the cash flow
statement.
The Registrant
anticipates that it will file its Annual Report on Form 10-K for the year ended December 31, 2022, prior to the end of the 15-day extension
period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification
Enzo Villani |
(424) |
262-6097 |
(Name) |
(Area Code) |
(Telephone Number) |
(2) Have all other periodic reports required under
section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
x
Yes ¨ No
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
¨
Yes x No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Disclosures About Forward-Looking Statements
Certain statements included in this Notification
of Late Filing on Form 12b-25, which are not historical facts, are forward-looking statements. Such forward-looking statements speak only
as of the date of this Notification. These forward-looking statements can be identified by the use of forward-looking terminology, including
the words “expects,” “may,” “will,” “projects,” or “should,” or, in each case,
their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ
from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition
or other business combination and any other statements that are not statements of current or historical facts. These statements are based
on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited
to, a variety of risk factors affecting the Company’s business and prospects disclosed in the Company’s annual, quarterly
reports and subsequent reports filed with the SEC, as amended from time to time. The forward-looking statements contained in this Notification
are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments
affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors
described under the heading “Risk Factors” in the Company’s Registration Statement on Form S-1 relating to its initial
public offering, annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to time. Should one or more
of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These
risks and others described under “Risk Factors” in the Company’s Registration Statement on Form S-1 relating to its
initial public offering, annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to time may not be
exhaustive.
Blockchain
Moon Acquisition Corp.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: |
April 3, 2023 |
|
By: |
/s/ Enzo A. Villani |
|
|
|
|
Name: |
Enzo A. Villani |
|
|
|
|
Title: |
Chief Executive Officer |
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