Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY
AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: $360,000	Dated as of October 21, 2022


 


Blockchain Moon Acquisition Corp., a Delaware
corporation and blank check company (the “Maker”), promises to pay to the order of Jupiter Sponsor LLC, a Delaware
limited liability company, or its registered assigns or successors in interest (the “Payee”), the Principal Amount
(as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this
Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as
the Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


1.            Principal.
The principal balance of this Note of $360,000 (the “Principal Amount”) shall
be payable on the consummation of the Maker’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).
The Payee understands that if a Business Combination is not consummated, this Note will be repaid solely to the extent that the Maker
has funds available to it outside of its trust account established in connection with its initial public offering of its securities (the
 “Trust Account” and such offering, the “IPO”), and that all other amounts will be contributed to
capital, forfeited, eliminated or otherwise forgiven.


 


2.            Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3.            Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to
the reduction of the unpaid principal balance of this Note.


 


4.            Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a) Failure
to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business
days following the date when due.


 


(b) Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing.


 


(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect
of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty
(60) consecutive days.


 






     


     


    

 


5.            Remedies.


 


(a) Upon the occurrence of an Event of Default
specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and
payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon the occurrence of an Event of Default specified in Sections
5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically
and immediately become due and payable, in all cases without any action on the part of the Payee.


 


6.            Conversion.
Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert the Principal Amount
of this Note, in whole or in part at the option of the Payee, into units of the Maker (each, a “Private Placement Unit”),
each Private Placement Unit consisting of one share of common stock of the Maker, one warrant to purchase one-half of one share of common
stock of the Maker and one right to purchase one-tenth of one share of common stock of the Maker. The Private Placement Units shall be
identical to the private placement units issued to the Payee at the time of the Maker’s IPO. As promptly as reasonably practicable
after notice by the Payee to the Maker to convert the principal balance of this Note, in whole or in part, into Private Placement Units,
which notice must be made at least five (5) business days prior to the consummation of a Business Combination, and after the Payee’s
surrender of this Note, the Maker shall have issued and delivered to the Payee, without any charge to Payee, a unit certificate or certificates
(issued in the name(s) requested by the Payee), or shall have made appropriate book-entry notation on the books and records of the
Maker, in each case for the number of Private Placement Units of the Maker issuable upon the conversion of this Note.


 


7.            Covenants
of the Maker. The Maker covenants that any Private Placement Units issuable upon conversion of the Note, when so issued, will be validly
issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof.


 


8.            Waivers.
The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee
under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold
upon any such writ in whole or in part in any order desired by the Payee.


 






     


     


    

 


9.            Unconditional
Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of
the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the
Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to the Maker or affecting the Maker’s liability hereunder.


 


10.            Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the
address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax
number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided
to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so
transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


11.            Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


12.            Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


13.            Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any
kind (“Claim”) in or to any monies in, or any distribution of or from, the Trust Account, and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Payee hereby
agrees not to make any Claim against the Trust Account (including any distributions therefrom), regardless of whether such Claim arises
as a result of, in connection with or relating in any way to, this Note, or any other matter, and regardless of whether such Claim arises
based on contract, tort, equity or any other theory of legal liability. To the extent the Payee commences any action or proceeding based
upon, in connection with, relating to or arising out of any matter relating to the Maker (including this Note), which proceeding seeks,
in whole or in part, monetary relief against the Maker, the Payee hereby acknowledges and agrees that its sole remedy shall be against
funds held outside of the Trust Account and that such Claim shall not permit the Maker (or any person claiming on its behalf or in lieu
of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.


 


14.            Tax
Treatment. In each case for U.S. federal income tax and all other applicable tax purposes, the Maker and the Payee agree to treat
this Note as an equity interest in the Maker, and shall take no contrary position on any tax return or before any taxing authority unless
otherwise required by law). The Maker and the Payee shall reasonably cooperate to structure (i) any conversion of this Note in connection
with a Business Combination and (ii) any contribution, forfeiture or elimination of this Note pursuant to Section 1 in a manner
that is tax-efficient for the Maker and the Payee, taking into account the terms of any Business Combination.


 






     


     


    

 


15.            Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and
the Payee.


 


16.            Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void.


 


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IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby,
has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	 	 
	 	Blockchain Moon Acquisition Corp.
	 	 	 
	 	 	 
	 	By:	/s/ Enzo A. Villani
	 	Name:	Enzo A. Villani
	 	Title:	Chief Executive Officer


 


	 	 	 
	Agreed and Acknowledged:	 
	 	 
	 	 
	Jupiter Sponsor LLC	 
	a Delaware limited liability company	 
	 	 	 
	 	 	 
	By:	/s/ Enzo A. Villani	 
	 	Name: Enzo A. Villani	 
	 	Title: Manager	 


 


 


[Signature Page to Promissory Note]