Blockchain Moon Acquisition Corp. (BMAQ) to Combine with DLTx ASA in $163M Deal

Blockchain Moon (NASDAQ:BMAQ) has entered into a definitive agreement to combine with Web 3.0 infrastructure builder DLTx ASA (OSX:DLTX) at an enterprise value of $163.3 million, or 85x its 2021 revenue.

Oslo-based DLTx mines and invests in crytpocurrencies while providing digital services on a series of blockchain-based platforms.

The combined company is expected to re-domicile to the US and trade on the Nasdaq under the symbol “DLTX” once the deal is completed in the summer of 2023.

Transaction Overview

Blockchain Moon brings an estimated $115.8 million into the deal from its current trust and the SPAC will issue about 10,600,000 shares to DLTx shareholders as a part of the deal. The deal does not currently include a PIPE, but Blockchain Moon must maintain at least $10 million in cash available in order for the deal to close.

The parties have not yet filed an investor presentation, but Blockchain Moon’s profile page will be updated once additional information is available.

The sponsor has agreed to forfeit 240,000 promote shares (8%), 19,500 warrants (4.5%) and 39,000 rights and the SPAC’s chairman and CEO, Enzo Villani, has agreed to personally forfeit 150,000 shares. These forfeited shares may be issued to DLTx employees in amounts the two parties may agree to before close.

DLTx shareholders also stand to gain up to 6,000,000 shares according to a separate share exchange agreement.

Both the company and sponsor have agreed to a six-month lock-up, but the sponsor may transfer shares to affiliates if such is necessary to avoid a low-float and maintain listing requirements.

Quick Takes: DLTx ASA itself comes out of a merger between its predecessor companies Element EGM and Distributed Ledger Technologies, which created a mixed bitcon-mining Web 3.0 development platform in March 2021.

Element valued DLT at NOK 135 million ($12.8 million) at the time, and the resulting transaction put the renamed entity DLTx on the Oslo stock exchange. At the time, it earned much of its cash flow from its investment in a Rhodium bitcoin mining operation. This $1.5 million investment was expected to provide about $8 million in cashflow to DLTx from 2021 to 2024 and it aimed to use this cash to keep the cogs of the rest of its decentralized platform running.

Alongside its mining cashflows, it operates a series of other enterprises with their own blockchain-based commerce systems. Earlier this year, it launched nodes on the Pocket and Helium blockchain networks and it also mines Filecoin, which can be used to pay for cloud space. It has further launched a filecoin storage service as well as a Web 3.0-based weather tracking app.

The company’s revenues remain small, but growing. DLTx reported that it generated $1.6 million in the first half of 2022 and $1.9 million in all of 2021. This has come with accelerating losses, however. It logged net operating losses of -$5 million in the first half of the year, which roughly matched the -$5 million in losses it reported in all of 2021.

Despite this, it considers its assets to be worth about $51.7 million as of the halfway mark of the year with this split largely between $21.4 million in property and equipment and $21.2 million of financial investments. Much of the latter category are tied to future receivables and the company invests in a variety of cryptocurrencies for use in blockchain systems, but as of the end of the second quarter of 2022, these holdings were only worth about $84,000.

The more interesting investment in its portfolio is the $653,350 it put into Jupiter Sponsor, which is the sponsor of Blockchain Moon. It expected as a result of this to receive 406,500 shares from Blockchain Moon’s IPO, but it is unclear if it had any indication that these would wind up being shares in itself a year later.

If it had been the plan for the two parties to merge from the start, they took their time doing it. Blockchain Moon listed in September 2021 and in fact now must extend its October 21, 2022 deadline in order to get this deal done. The extension the SPAC’s shareholders will soon be voting on would only get it to January 21, 2023, so it will likely need at least one more to get to close.

Whatever Blockchain Moon’s public shareholders think of the deal, DLTx’s shareholders love it as the company is up about 83% in Oslo since the deal was announced. Even this jump is not likely to line DLTx up with its deal valuation, however. Before the deal, the company had an estimated enterprise value of NOK 176 million ($16.6 million) and a market cap of about $35 million.

As for the timing of this deal’s announcement, which came very late Friday evening, today is the last day for investors to redeem ahead of Blockchain Moon’s extension vote, which is to be held this Wednesday, October 19th.  Most likely BMAQ is trying to whet the appetites of any potential redeemers or at least change their minds ahead of Wednesday’s vote.

ADVISORS

• Kirkland & Ellis LLP and Advokatfirmaet Thommessen AS are serving as legal advisors to Blockchain Moon.
• Reed Smith LLP, DLA Piper LLP and Advokatfirmaet CLP, DA are serving as legal advisors to DLTx.
• BDO US, LLP is serving as the independent auditor for Blockchain Moon.
• Marcum LLP and Plus Revisjon AS are serving as independent auditors for DLTx.
• Richards Layton & Finger is serving as legal advisor to the Special Committee.
• SGI Securities and Chardan Capital Markets are serving as financial advisors to Blockchain Moon.