425 1 tm2231059d4_425.htm 425

Filed by: Blockchain Moon Acquisition Corp.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Companies:

DLTx ASA

Blockchain Moon Acquisition Corp.

(Commission File No.: 001-40922)

November 22, 2022

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Chapter Name 1 Q3 2022

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2 Highlights Q3 Highlights Q3 2022 Financials Q3 2022 The market turmoil from the first half of the year has continued, and the persisting weak token prices continue to impact the Filecoin ("FIL") revenue of DLTx ASA (the "Company" or "DLTx"), the value of FIL on the Company's balance sheet and the value of the Company's investment portfolio.DLTx Cloud's strong FIL production continues and production grew by ~56% in the third quarter compared to the second quarter of 2022. The Company's business model remains unchanged, and we continue to build the number of FIL on the balance sheet.The Company reported a loss before tax of USD ~$1.6 million for the third quarter 2022, a decrease from a profit before tax of USD ~$3.8 million in the corresponding period in 2021. The Company had a negative cash flow from operating activities of USD ~$3 million in the quarter, an increase from negative cash flow of USD ~$0.2 million in Q3 2021, contributing to cash and cash equivalents of USD ~ $1.8 million and total current assets of USD $5.9 million. Outlook As previously communicated, the Company will be calling several extraordinary general meetings over the coming months with respect to certain matters that must be approved in connection with the business combination with Blockchain Moon Acquisition Corp. ("BMAQ"). The Company’s continuing efforts to identify and commercialize new opportunities in Web3 created two new European Filecoin joint ventures in Q3 2022 and looking forward, the Company intends to extend the Digital Assets division to Bitcoin mining. ↳ 57,235 FIL production in Q3 ↳ Agreement with BMAQ for sale of all blockchain assets ↳ Total revenue of USD $362,000 for Q3 ↳ Turmoil in digital asset markets - DLTx does not trade tokens –Up 56% from Q2

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3 CEO LetterCEO LetterDLTx – Doing Business with Blockchains The biggest news for the third quarter is that BMAQ, a Nasdaq-listed special purpose acquisition company, has agreed to acquire all of DLTx’s Web3 infrastructure assets and distributed ledger technology investments in a transaction valuing the assets at USD $106.6 million. I believe that this will enable the Company to expand at a greater pace through access to U.S. capital markets.Volatility in the digital asset markets continued in the third quarter, and the weak Filecoin price has led to a further write-down of the FIL on our balance sheet and resulted in lower revenues. Our total income for the quarter is USD $363,000, while the loss for the period was USD ~$1.6 million. We have continued to focus on the development of our business units to build a strong foundation for our future growth. At DLTx, we do not trade or speculate on the directional moves of tokens, and our operations have not been directly affected by the recent trends that have affected some participants in the digital asset markets.We have continued our development as an enterprise infrastructure provider for Web3 and public blockchains, and I believe our progress in DLTx Cloud and DLTx Digital Assets this quarter has been very important for the Company’s future growth. With DLTx Cloud, we have expanded our footprint through the establishment of two new European joint ventures. With DLTx Digital Assets we have taken significant strides to develop a vertically integrated and sustainable Bitcoin division.Through our active role in the Filecoin ecosystem, we have built strong bonds with premier European Filecoin participants, and I am very happy to report that DLTx is now involved in Web3 infrastructure development in Europe. As we announced on 16 September, we have partnered with Dcent in Holland to create Storify, and we have partnered with TwinQuasar in France to create Helix. Our journey with these great partners has only just begun, and I’m looking forward to sharing our progress as the build- out of these two joint ventures continues.With DLTx Digital Assets, we aim to launch a Bitcoin operation covering all aspects of Bitcoin mining, from collaborative ASIC manufacturing to full site development and operation with a focus on sustainability. We target sites utilizing wind, hydro, solar and flare gas by harnessing power where there is either overcapacity, no viable connection to the grid, or an ability to turn waste into power, such as with flare gas (preventing methane release). We are proud to have assembled an operating team that has experience deploying and managing Bitcoin mining globally, and we will look to employ their experience in the launch of our initial North American sites. Over the next six months, we anticipate initial power capacity of 19.8MW between three sites and total expansion potential to exceed 200MW.Work on the DLTx Ventures spin-off and merger with Silicon Valley Blockchain Society also progresses. The merged entity will be renamed Revolution AS, and we are targeting a listing on Euronext Growth in the spring of 2023. Thomas Christensen CEO

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4 Responsibility statementResponsibility statementThe Board and CEO confirm to the best of our belief that: •The enclosed financial statements, which have beenprepared in accordance with IAS 34 – InterimReporting, give a true and fair view of the Company’sassets, liabilities, financial position and result of operation.•The information presented in the management reportincludes a true and fair review of potential risks anduncertainties, as well as the impact of important events on the consolidated financial statements.•The enclosed financial statements include a true andfair view on related-party transactions. Oslo, November 22nd, 2022, Board of Directors, DLTx ASAViggo Leisner Board MemberKari Mette Toverud Board MemberJames Haft ChairmanThomas Christensen CEO

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5 Rhodium Enterprises (Bitcoin mining) Rhodium Enterprises ("Rhodium") is one of the largest industrial scale Bitcoin mining operations in North America, with 100 megawatts of liquid cooled miners online and an ongoing expansion of its second site with 225 megawatts. DLTx’s shareholding in Rhodium Enterprises is the result of a roll-up of our Rhodium 30MW position in Q2 2021. The IPO to list on Nasdaq under symbol RHDM was planned for January 2022, but was delayed due to market conditions. As a result of the postponement and prevailing market conditions for listed Bitcoin miners, the value was adjusted downwards to USD ~$6.9 million in Q1 2022. Rhodium has since announced that they will be going public through reverse merger with SilverSun Technologies in a deal scheduled to be completed by the end of the year.More information about the company can be found on www. rhdm.com. Blockchain Moon Acquisition Corp. (BMAQ) On 14 October 2022, BMAQ and DLTx entered into a business combination agreement for BMAQ to acquire all the Web3 infrastructure and distributed ledger technology assets of DLTx. DLTx was an early investor in BMAQ's sponsor. More information about the company can be found at www.bmaq.io and in BMAQ's filings with the U.S. SEC at www.sec.gov. DLTx – Projects and Assets DLTx – Projects and AssetsProjects ProjectEst. Value (30 Sep 2022)Rhodium Enterprises$ 6 883 534 BMAQ$ 4 012 155

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6 DLTx – Projects and Assets Assets ProjectWebpageEst. Value (30 Sep 2022)AdNode https://adnode.io/ $ 111 589 metaMe https://metame.com/ $ 0 Tradestars https://tradestars.app/ $ 0SportsCastr https://sportscastr.com/ $ 0Globex-Horizon https://www.horizonfintex.com/ $ 250 000Newchip/Astralabs https://launch.newchip.com/ $2 333 097Nodle https://nodle.io/ $ 57 440Vertalo https://www.vertalo.com/ $ 237 712 SVBS http://www.svbs.one/ $ 2 015 992 Tari https://www.tari.com/ $ 157 280 Two12 https://www.two12.co/ $ 72 000 AlphaPoint https://alphapoint.com/ $ 33 000 Titan https://titan.io/ $ 800 000SDG Exchange https://sdgexchange.io/ $ 0Avocado https://www.avocadodao.io/$ 5 000WeatherXM https://weatherxm.com/$ 100 000

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7 DLTx – Liquid assets DLTx – Liquid assets HBAR HBAR is the native energy-efficient cryptocurrency of Hedera Hashgraph, a breakthrough technology in distributed ledger technologies. Hedera Hashgraph can process 833x more transactions per second than Ethereum (ETH) and can guarantee settlement in seconds. This leap in performance allows novel products to be built, such as trustless carbon trading by Dovu, $600m coupon fraud prevention by the coupon bureau, and much more. BEAM Beam is a layer 1 application with native, decentralized cross chain swaps between some of the top blockchains including Bitcoin (BTC), ETH, and Binance Smart Chain. Beam is prioritizing the developer experience and has crafted a very engaged community around their ecosystem. Beam is continuing to innovate in this space and is launching its very own dApp store to further support its developer community. POLYPolymath is launching an institutional grade blockchain built specifically for regulated assets. Polymath service provider marketplace brings together all of the necessary participants and components to have fully compliant securities trading on-chain. Polymath is becoming a notable technology provider for organizations looking to upgrade their current trading systems and cut down on IT costs associated with running their own systems.PEG Pegnet is a decentralized stablecoin network with scalable liquidity. Pegnet has eliminated slippage and traditional arbitrage for traders which makes it a very powerful tool in the DeFi space. Pegnet's core ethos is interoperability and can be used on multiple chains, expanding the potential of its network effects. CryptocurrencyHolding (30 Sep 22)Price (30 Sep 22)*Booked valueBeam (BEAM)40 920$ 0,1819$ 7 443 Hedera (HBAR) 695 163$ 0,05787$ 40 229PegNet (PEG)30 000 000$ 0,00001702$ 511Polymath (POLY)50 000$ 0,242$ 12 100 * Coinmarketcap.com

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8 DLTx – Other assets/receivables DLTx – Other assets/receivables USD loans to previous mining partner (AMI) On 20 December 2019, DLTx sold all of its shares in the Canadian iron ore project, Ambershaw Metallics (AMI), and restructured all related assets towards the AMI project. Post restructuring, DLTx's remaining assets related to AMI originally consisted of three separate loans with a combined face value of USD $4.8 million. Due to the COVID-19 pandemic, the progress of the project has stalled, resulting in no significant repayments. DLTx has a close dialogue with the owner of the AMI project, Legacy Hill Resources, giving reassurances of the project’s prospects and their ambitions to repay the loans accordingly.Term loan 1 was repaid in full in December 2021, including all outstanding interest rates related to the loan Other In relation to the transaction where DLTx (then Element ASA) purchased Distributed Ledger Technologies Ireland, Ltd, there has been recognized an outstanding amount that has been formalized as a promissory note between DLTx and the sellers in the transaction. LoanInitial principal Remaining principalOutstanding interest rateDiscounted valueBooked value Due date Term loan 1 $ 500 000 ----- Term loan 2* $ 2 842 042$ 2 842 042 $ 588,565 $ -406,027 $ 3,024,579 20 Dec 2024Promissory note$ 1 500 000$ 1 500 000 $ 310,638 $ -216,144 $ 1,594,493 20 Dec 2024 * In line with the loan agreement of 20th December 2019, the outstanding amount of the loan is discounted by 15% if repaid within 2022. LoanInitial principal Outstanding amountBooked value Promis-sory note$ 149 282 $ 150 780$ 150 780

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9 Financial StatementsFinancial StatementsIncome statement Third quarterYear to dateYear end (USD ‘000) Note30/09/202230/09/202130/09/202230/09/202131/12/2021Revenue 0276 370 276544Other income 362 5301,2295301,450Total income 363 8061,5998061,994Cost of goods sold-1,082--2,192--Net income/loss from equity acct. investments-----Depreciation-1,519--3,233--635Salary and social security cost-649-151-1,682-1,302-2,558Other operating expenses-1,322-870-3,763-1,569-3,891Operating loss-4,209-216-9,271-2,066-5,089Financial income 4,967 4,278 5,451 8,057334Financial costs -2,361 -265 -6,131 -294-205Equity accounted investments-----Net financial items2,6064,013-6797,763130Profit/loss before tax-1,6033,797-9,9505,697-4,960Income Taxes-196--150--Profit/loss after tax-1,7993,797-10,1005,697-4,960Loss discontinued operations, after tax-----Profit/loss for the period-1,7993,797-10,1005,697-4 960Profit/loss attributable to non-controlling interests-1452-1452-445Profit/loss attributable to DLTx ASA shareholders-1,7853,745-10,0865,645-4,515

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10 Financial Statements Third quarterYear to dateYear end Basic and diluted earnings per share-0.03 0.07 -0.14 0.10 -0.08Basic and diluted earnings per share - continued operations-0.03 0.07-0.14 0.10-0.08Basic and diluted earnings per share - discontinued operations-----Other comprehensive income:Items that will be reclassified to income statementCurrency translation adjustments-1,068-301-2,483-228-343Other comprehensive income-1,068-301-2,483-228-343Total comprehensive income-2,8673,497-12,5835,468-5,302Total comprehensive income attributable to non-controlling interests-1452-1452-445Total comprehensive income attributable to DLTx ASA share- holders -2,8533,445-12,5695,416-4,858

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11 Year to dateYear end(USD ‘000) Note30/09/202231/12/2021ASSETSGoodwill 7,608-Intangible asset 25 248 Financial investments4 21,939 20,000 Property, plant and equipment19,098 3,580 Right of use assets1,934 222 Equity accounted investments--Total non-current assets50,604 24,051 Financial investments4--Inventories 2,794 6,833 Other receivables 1,340 6,402 Cash and cash equivalents51,782 11,047 Total current assets 5,917 24,281 Assets classified as held for sale--Assets classified as held for sale--TOTAL ASSETS 56,520 48,332 EQUITY Share capital 13,131 10,693 Other paid-in-capital 120,489 110,365 Cumulative translation adjustments7,828 10,311 Other equity-117,849-107,554Non-controling interests-12-445Total equity23,587 23,371 LIABILITIES Deferred tax liabilities 210-Lease Liabilities1,889 223 Other long term liabilities 26,002 22,415 Total long term liabilities28,101 22,638 Trade payables 1,218 963 Other current liabilities 3,614 1,361 Total current liabilities 4,832 2,324 Liabilities associated with assets classified as held for sale--Liabilities associated with assets classified as held for sale--TOTAL EQUITY AND LIABILITIES 56,520 48,332 Balance sheetFinancial Statements

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12 Statement of equityFinancial Statements (USD ‘000)Share capitalOther paid-in capitalCumulative translation adjustmentsOther equityHeld for saleNon -controllinginterestsTotalEquity 1 January 2021 3,500 94,713 10,654 -103,234-- 5,633 Loss for the period----4,515--445-4960Other comprehensive income-- -343 --- -343 Total comprehensive income-- -343 -4,515- -445 -5,302Capital increase 7,193 15,277 ---- 22,470 Sale of own shares-375---- 375 Share options cost--- 195 -- 195 Converted warrants-------Total transactions with owners 7,193 15,651 -195--23,040Equity 31 December 202110,693 110,365 10,311 -107,554- -445 23,371 (USD ‘000)Share capitalOther paid-in capitalCumulative translation adjustmentsOther equityHeld for saleNon -controllinginterestsTotalEquity 1 January 202210,693 110,365 10,311 -107,554- -445 23,371Result for the period----10,086--14-10,100Other comprehensive income---2,483----2,483Total comprehensive income---2,483-10,086--14-12,583Capital increase 2,437 10,124 ---- 12,562 Sale of own shares-------Share options cost---238-- 238 Transaction with minority--- -447 -447-Converted warrants-------Total transactions with owners 2,437 10,124 - -209-447 12,800 Equity 30 September 2022 13,131 120,489 7,828-117,849--1223,587

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13 Cash flow statementFinancial Statements Third quarterYear to dateYear end(USD ‘000) 30/09/202230/09/202130/09/202230/09/202131/12/2021Profit/-loss for the year, continued operations-7,3013,797-10,1005,697-4,960Profit/-loss for the year, discontinued operations-----OPERATING ACTIVITIESDepreciation 2,640 1823,233185635Change in trade and other receivables 5,669 -20 9 ,100 -137-6,401Change in trade payables and other current liabilities -2,904 -100 2,508 -772,003Fair value adjustments of investments-1,227-3,925-50-7,675279Warrants and impairment133-13523844195Change in assets held for sale-----Cash flow from operating activities -2,989 -199 4,929 -1,963-8,250INVESTMENT ACTIVITIESNet expenditure on property, plant and equipment-944-3,661-25,972-3,661-4,459Equity accounted investments-----Repayment from investments 1 1,024-2,0192,238Investment in other financial assets-725-4,706-1,889-22,394-24,521Cash flow from investment activities-1,669-7,343-27,861-24,035-26,742FINANCING ACTIVITIESProceeds from new shares issued-2,48312,56221,98022,470Repurchase of shares-----Sale of own shares-224-224 375 Proceeds from borrowings3,7458,6733,5878,67322,415Cash flow from financing activities 3,745 11,37916,14930,87745,259Net change in cash and cash equivalents-9123,837-6,7814,87810,267Cash and cash equivalents at the start of the period 5,021 2,23611,0471,1221,122Sum translation effects-2,327-301-2,483-228-343Cash and cash equivalents at the end of the period for cont. and disc. Operations1,7835,7721,7835,77211,047

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14 Financial Statements Revenue from cryptocurrency mining consist of income regarding mining of Filecoin (FIL) and is recognized at fair value at the time when Filecoin is received in wallet at transaction price.Providing computing power in digital asset storage to the FIL-network is an output of the Group’s ordinary activities. For providing computer power to the FIL-network, the Group recieves block awards in the form of FIL-cryptocurrency. Fair value of the cryptocurrency received is determined by using the quoted price at the time of reciept. In accordance with IFRIC updates on accounting for revenue on cryptocurrency, revenue from mining is classified under other income as it is considered outside the scope of IFRS 15 revenue from contracts with customers. As there is no specific definite guidance on accounting of cryptocurrencies, the management has excersised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the IASB, the Group may be required to change its policies, which could have an effect on the Group’s consolidated financial position and results from operations. Cryptocurrency Note 1 – Accounting policiesDLTx (the Group) consists of DLTx ASA (DLTx) and its subsidiaries. These unaudited consolidated interim financial statements consist of the Group and the Group’s interests in associated companies and joint arrangements. They are prepared in accordance with International Accounting Standard 34 Interim Financial Reporting and should be read in relation with the annual consolidated financial statement for 2021. The accounting policies applied are the same as in the annual report, unless otherwise stated below. Revenue recognition Cryptocurrency is classified and accounted for according to IAS 2 inventory, as they are used as payment in the ordinary course of the business or held for sale.Correction of Q2 2022 Report The Q2 2022 Report did not include intercompany elimination of some invoices. A correction of the eliminations will have no changes in profit and loss, or equity, but the revenue should have been USD $424,000 lower and other operating expenses USD $424,000 lower. Revenue from contracts with customers is recognized when control of the services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services.Revenue from cryptocurrency mining

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15 Financial StatementsNote 4 – Financial assets and liabilitiesFinancial assets and liabilitiesFair values Year to dateYear end(USD ‘000) 30/09/202231/12/2021Other long-term receivables4,7704,499Other short-term receivables 1,340 6,402 Convertible loan notes--Derivatives--Investments in fund units17,16915,501Cash and cash equivalents1,78211,047Total financial assets 25,061 37,449Convertible notes--Trade payables -1,218 -963Total financial liabilities -1,218 -963 Third quarterYear end 2021(USD ‘000) Carrying amountFair valueCarrying amountFair ValueOther long-term receivables4,7704,770 4,499 4,499 Other short-term receivables 1,340 1,340 6,4026,402Convertible loan notes----Derivatives----Investments in fund units17,16917,16915,50115,501Cash and cash equivalents1,7821,782 11,047 11,047 Total financial assets 25,061 25,061 37,449 37,449 Convertible notes----Trade payables -1,218 -1,218 -963-963Total financial liabilities -1,218 -1,218 -963-963

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16 Financial StatementsNote 5 – Cash and cash equivalentsNote 6 – Related party disclosures Year to dateYear end(USD ‘000) 30/09/202231/12/2021Cash and bank deposits1,68210,705Restricted bank deposits100 341 Total cash and cash equivalents in the statement of financial position1,78211,047Cash and cash equivalents related to discontinued operations--Cash and cash equivalents in the statements of cash flow1,78211,047 NamePositionSharesOptionsCFDsThomas ChristensenCEO 1,373,334 1,100,000 - Simon Campbell COO 2,492,235 1,000,000 -David Johnston CSO 7,912,433 1,000,000 1,000,000 Roger LundVP Strategy 81,500 600,000 -Timothy FureyVP Acquisitions & Operations 1,191,983 250,000 Jonathan MohanHead of Partnerships 97,669 773,333 James HaftChairman of the board 11,173,593 1,050,000 1,000,000 Kari Mette ToverudMember of the board 128,412 543,000 -Viggo LeisnerMember of the board 630,000 500,000 -Total 25,081,159 6,292,999 3,023,333 166,666 333,333

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17 Financial Statements (USD ‘000) DSM with subsidiariesASSETSIntangible asset-Financial investments 100 Property, plant and equipment 2,508 Inventories 1,224 Other receivables 7,696 Cash and cash equivalents 410 Total assets 11,937 LIABILITIESOther long term liabilities 2,491 Deferred tax 280 Trade payables 1,386 Other current liabilities 3,972 Total liabilities 8,130 Net identifiable assets and liabilities at fair value 3,808 Goodwill 7,608 Purchase consideration transferred 11,416 Shares issued, at fair value 11,416 Cash-Total consideration 11,416 Paid in cash-Cash received410Net decrease/(increase) in cash410 Note 7 – Business combinationsThe 12.03.2022, DLTx acquired 100% of DSM Tech Enterprises Inc. (DSM) with the subsidiaries Midwest Blockchain Company LLC, Filtech SPV LLC, DSM Tech Enterprises UK LTD and Afton Checking LLC. The purchase price was USD $11.416 million and financed by issuing 12,572,042 new shares in DLTx ASA. The companies acquired are all tech companies which configurate, build and deploy high-compute hardware solutions that support blockchain protocols.The net assets acquired in the acquisition of DSM and its subsidiaries are as follows: Included in the goodwill are possible future external storage contracts and employees with special skills. These intangible assets do not fulfill the recognition criteria under IAS 38 and are therefore not recognised separately.