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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nocturne Acquisition Corporation
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40259 Nocturne Acquisition Corporation (Exact name of registrant as spec |
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| April 19, 2024 |
NOCTURNE ACQUISITION CORPORATION ANNOUNCES TERMINATION AND LIQUIDATION OF TRUST ACCOUNT Exhibit 99.1 NOCTURNE ACQUISITION CORPORATION ANNOUNCES TERMINATION AND LIQUIDATION OF TRUST ACCOUNT SANTA ANA, CA – April 17, 2024 – Nocturne Acquisition Corp. (NASDAQ: MBTCU) (the “Company”), announced today that it will be unable to complete an initial business combination with Cognos Therapeutics, Inc. and intends to liquidate the Trust Account. In connection with the liquidation of the Trust |
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| April 19, 2024 |
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 Date of Report (Date of earliest event reported): April 17, 2024 Nocturne Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Com |
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| April 1, 2024 |
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 Date of Report (Date of earliest event reported): March 26, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Com |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 10-Q ☐ Form 11-K ☐ Form 20-F ☐ Form N-CSR ☐ Form N-SAR For Period Ended: December 31, 2023 ☐ 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 Read Instruction (on back page) Before Preparing Form. |
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| April 1, 2024 |
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 Date of Report (Date of earliest event reported): March 26, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Com |
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| March 19, 2024 |
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 Date of Report (Date of earliest event reported): March 19, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Com |
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| March 19, 2024 |
Other Events, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): March 19, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Com |
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| March 19, 2024 |
NOCTURNE ACQUISITION CORPORATION ANNOUNCES POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING DATE Exhibit 99.1 NOCTURNE ACQUISITION CORPORATION ANNOUNCES POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING DATE SANTA ANA, CA – March 19, 2024 – Nocturne Acquisition Corp. (NASDAQ: MBTCU) (the “Company”), announced today that the Board of Directors has voted in favor of postponing the meeting date for the Extraordinary General Meeting that was to be held on March 19, 2024 for shareholders to vote on th |
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| March 19, 2024 |
NOCTURNE ACQUISITION CORPORATION ANNOUNCES POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING DATE Exhibit 99.1 NOCTURNE ACQUISITION CORPORATION ANNOUNCES POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING DATE SANTA ANA, CA – March 19, 2024 – Nocturne Acquisition Corp. (NASDAQ: MBTCU) (the “Company”), announced today that the Board of Directors has voted in favor of postponing the meeting date for the Extraordinary General Meeting that was to be held on March 19, 2024 for shareholders to vote on th |
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| March 11, 2024 |
MBTC / Nocturne Acquisition Corporation / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteorambtc022924a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nocturne Acquisition Corp (Name of Issuer) Ordinary shares included as part of Units (Title of Class of Securities) G6580S114 (CUSIP Number) February 29, 2024 (Date of Event Which Requires Filing of this Statement) Chec |
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| February 28, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NOCTURNE ACQUISITION CORPORATION RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 48.2, Article 48.4 and Article 48.5 in their entirety and the insertion of the following l |
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| February 28, 2024 |
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 Date of report (Date of earliest event reported): February 22, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) ( |
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| February 28, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NOCTURNE ACQUISITION CORPORATION RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 48.2, Article 48.4 and Article 48.5 in their entirety and the insertion of the following l |
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| February 28, 2024 |
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 Date of report (Date of earliest event reported): February 22, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) ( |
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| February 28, 2024 |
Filed by Nocturne Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nocturne Acquisition Corporation Commission File No. |
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| February 27, 2024 |
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 Date of Report (Date of earliest event reported): February 26, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) ( |
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| February 26, 2024 |
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 Date of Report (Date of earliest event reported): February 26, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) ( |
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| February 16, 2024 |
Filed by Nocturne Acquisition Corporation Filed by Nocturne Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nocturne Acquisition Corporation Commission File No.: 333-273986 Date: February 16, 2024 |
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| February 15, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273986 PROXY STATEMENT/PROSPECTUS FOR 13,646,587 SHARES OF COMMON STOCK TO PURCHASE SHARES OF COMBINED COMPANY COMMON STOCK, IN EACH CASE OF NOCTURNE ACQUISITION CORPORATION AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED “Cognos Therapeutics Holdings, Inc.” IN CONNECTION WITH THE BUSINESS C |
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| February 14, 2024 |
FORM OF AMENDED AND RESTATED SPONSOR FORFEITURE AGREEMENT Exhibit 10.13 FORM OF AMENDED AND RESTATED SPONSOR FORFEITURE AGREEMENT February [], 2024 Nocturne Acquisition Corporation P.O. Box 25739 Santa Ana, CA 92799 Cognos Therapeutics, Inc. 10604 S La Cienega Blvd. Inglewood, CA 90304 Each of the Participating Stockholders (as defined below) identified on Schedule A hereto Re: Certain Transfers of Nocturne Common Stock Ladies and Gentlemen: Reference is |
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| February 14, 2024 |
February 14, 2024 VIA EDGAR Tracey Houser Jeanne Baker Conlon Danberg Lauren Nguyen United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N. |
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| February 14, 2024 |
As filed with the Securities and Exchange Commission on February 14, 2024. As filed with the Securities and Exchange Commission on February 14, 2024. Registration No. 333-273986 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOCTURNE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its charter) Cayman Islands 6770 N/A (State or Othe |
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| February 14, 2024 |
FORM OF SHARE TRANSFER AGREEMENT Exhibit 10.12 FORM OF SHARE TRANSFER AGREEMENT This Share Transfer Agreement (this “Agreement”) is dated as of February [●], 2024, by and among (i) the stockholders of Cognos Therapeutics, Inc., a Delaware corporation (“Cognos”), listed on Schedule A annexed hereto (the “Participating Stockholders”) and (ii) Helena Partners Inc., a Cayman Islands company (“Helena”). Preliminary Statement Nocturne |
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| February 14, 2024 |
MBTC / Nocturne Acquisition Corporation / Meteora Capital, LLC Passive Investment SC 13G 1 meteorambtc123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nocturne Acquisition Corp (Name of Issuer) Ordinary shares included as part of Units (Title of Class of Securities) G6580S114 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a |
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| February 14, 2024 |
NOCTURNE ACQUISITION CORPORATION P.O. Box 25739 Santa Ana, CA 92799 NOCTURNE ACQUISITION CORPORATION P.O. Box 25739 Santa Ana, CA 92799 February 14, 2024 VIA EDGAR Conlon Danberg Lauren Nguyen Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nocturne Acquisition Corporation Registration Statement on Form S-4 (File No. 333-273986) Originally filed on August 14, 2023, as amended Ladies and |
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| February 12, 2024 |
Exhibit 3.2 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Nocturne Acquisition Corporation (ROC #367466) (the “Company”) TAKE NOTICE that by minutes of an extraordinary general meeting of the Company held 2 January 2024, the following special resolution was passed: 4 Extension Amendment Proposal RESOLVED, as a special resolution, that the Amend |
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| February 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-4 (Form Type) Nocturne Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(4) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value of $0. |
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| February 12, 2024 |
As filed with the Securities and Exchange Commission on February 9, 2024. As filed with the Securities and Exchange Commission on February 9, 2024. Registration No. 333-273986 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOCTURNE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its charter) Cayman Islands 6770 N/A (State or Other |
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| February 7, 2024 |
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 Date of Report (Date of earliest event reported): February 1, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (C |
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| February 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| February 5, 2024 |
MBTC / Nocturne Acquisition Corporation / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment SC 13G/A 1 lfsc13gz.htm SCHEDULE 13G/A OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 4 )* Nocturne Acquisition Corporation (Name of Issuer) Ordinary shares, par value $ 0.0001 (Title of Cl |
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| February 5, 2024 |
NOCTURNE ACQUISITION CORPORATION ANNOUNCES POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING Exhibit 99.1 NOCTURNE ACQUISITION CORPORATION ANNOUNCES POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING SANTA ANA, CA – February 5, 2024 - Nocturne Acquisition Corp. (NASDAQ: MBTCU) (the “Company”), announced today that the Board of Directors has voted in favor of a second postponement of the meeting date for the Extraordinary General Meeting that was to be held on January 30, 2024 for shareholders |
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| February 5, 2024 |
NOCTURNE ACQUISITION CORPORATION ANNOUNCES POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING Exhibit 99.1 NOCTURNE ACQUISITION CORPORATION ANNOUNCES POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING SANTA ANA, CA – February 5, 2024 - Nocturne Acquisition Corp. (NASDAQ: MBTCU) (the “Company”), announced today that the Board of Directors has voted in favor of a second postponement of the meeting date for the Extraordinary General Meeting that was to be held on January 30, 2024 for shareholders |
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| February 5, 2024 |
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 Date of Report (Date of earliest event reported): February 5, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (C |
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| February 5, 2024 |
Financial Statements and Exhibits, Other Events 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 Date of Report (Date of earliest event reported): February 5, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (C |
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| January 31, 2024 |
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 Date of Report (Date of earliest event reported): January 31, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (C |
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| January 30, 2024 |
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 Date of Report (Date of earliest event reported): January 30, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (C |
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| January 30, 2024 |
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 Date of Report (Date of earliest event reported): January 30, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (C |
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| January 30, 2024 |
NOCTURNE ACQUISITION CORPORATION ANNOUNCES POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING Exhibit 99.1 NOCTURNE ACQUISITION CORPORATION ANNOUNCES POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING SANTA ANA, CA – January 30, 2024 - Nocturne Acquisition Corp. (NASDAQ: MBTCU) (the “Company”), announced today that the Board of Directors has voted in favor of postponing the meeting date for the Extraordinary General Meeting that was to be held on January 30, 2024 for shareholders to vote on the |
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| January 30, 2024 |
NOCTURNE ACQUISITION CORPORATION ANNOUNCES POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING Exhibit 99.1 NOCTURNE ACQUISITION CORPORATION ANNOUNCES POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING SANTA ANA, CA – January 30, 2024 - Nocturne Acquisition Corp. (NASDAQ: MBTCU) (the “Company”), announced today that the Board of Directors has voted in favor of postponing the meeting date for the Extraordinary General Meeting that was to be held on January 30, 2024 for shareholders to vote on the |
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| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 22, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273986 Supplement No. 1, Dated January 22, 2024 (to the Proxy Statement/Prospectus dated December 29, 2023) SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS FOR 13,640,538 SHARES OF COMMON STOCK TO PURCHASE SHARES OF COMBINED COMPANY COMMON STOCK, IN EACH CASE OF NOCTURNE ACQUISITION CORPORATION AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN |
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| January 18, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 Nocturne Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporat |
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| January 9, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 2, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction o |
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| January 5, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273986 PROXY STATEMENT/PROSPECTUS FOR 13,640,538 SHARES OF COMMON STOCK TO PURCHASE SHARES OF COMBINED COMPANY COMMON STOCK, IN EACH CASE OF NOCTURNE ACQUISITION CORPORATION AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED “Cognos Therapeutics Holdings, Inc.” IN CONNECTION WITH THE BUSINESS C |
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| January 4, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NOCTURNE ACQUISITION CORPORATION RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 48.7 and Article 48.8 in their entirety and the insertion of the following language in the |
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| January 4, 2024 |
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 Date of report (Date of earliest event reported): January 2, 2024 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Co |
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| January 4, 2024 |
Filed by Nocturne Acquisition Corporation Filed by Nocturne Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nocturne Acquisition Corporation Commission File No. |
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| December 29, 2023 |
NOCTURNE ACQUISITION CORPORATION P.O. Box 25739 Santa Ana, CA 92799 NOCTURNE ACQUISITION CORPORATION P.O. Box 25739 Santa Ana, CA 92799 December 29, 2023 VIA EDGAR Conlon Danberg Lauren Nguyen Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nocturne Acquisition Corporation Registration Statement on Form S-4 (File No. 333-273986) Originally filed on August 14, 2023, as amended Ladies and |
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| December 29, 2023 |
As filed with the Securities and Exchange Commission on December 29, 2023. As filed with the Securities and Exchange Commission on December 29, 2023. Registration No. 333-273986 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOCTURNE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction |
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| December 28, 2023 |
Filed by Nocturne Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nocturne Acquisition Corporation Commission File No. |
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| December 28, 2023 |
SC 13G/A 1 z1220230sc13ga1.htm AMENDMENT NO. 1 - NOCTURNE ACQUISITION CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* NOCTURNE ACQUISITION CORPORATION (Name of Issuer) ORDINARY SHARES, PAR VALUE $0.0001 (Title of Class of Securities) G6580S114 (CUSIP Number) 12/01/2023 (Date of Event Whic |
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| December 19, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-4 (Form Type) Nocturne Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(4) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value of $0. |
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| December 19, 2023 |
December 19, 2023 VIA EDGAR Tracey Houser Jeanne Baker Conlon Danberg Lauren Nguyen United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N. |
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| December 19, 2023 |
Exhibit 10.11 OPTION - AGREEMENT This Agreement is entered into between Fraunhofer-Gesellschaft zur Forderung der angewandten Forschung e.V., whose Registered Office is at HansastraBe 27c 80686 Munchen Germany - hereinafter called “FhG” - for its Fraunhofer-Einrichtung fur Modulare Festkorper-Technologien HansastraBe 27 d 80686 Munchen Germany - hereinafter called “EMFT - and COGNOS Therapeutics, |
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| December 19, 2023 |
As filed with the Securities and Exchange Commission on December 19, 2023. As filed with the Securities and Exchange Commission on December 19, 2023. Registration No. 333-273986 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOCTURNE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 28, 2023 |
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 Date of Report (Date of earliest event reported): November 28, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) ( |
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| November 22, 2023 |
EXHIBIT 10.3 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 COMPANY |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40259 NOCTURNE |
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| November 21, 2023 |
Frank Adell Chief Executive Officer Cognos Therapeutics, Inc Filed by Nocturne Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nocturne Acquisition Corporation Commission File No. |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| November 15, 2023 |
Cira Centre 2929 Arch Street Philadelphia, PA 19104-2808 +1 215 994 4000 Main +1 215 994 2222 Fax www. |
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| November 13, 2023 |
As filed with the Securities and Exchange Commission on November 13, 2023. As filed with the Securities and Exchange Commission on November 13, 2023. Registration No. 333-273986 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOCTURNE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction |
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| November 13, 2023 |
November 13, 2023 VIA EDGAR Tracey Houser Jeanne Baker Conlon Danberg Lauren Nguyen United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N. |
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| November 13, 2023 |
Exhibit 10.11 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [***] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. Fraunhofer Research Institution for Microsystems and Solid State Technologies Fraunhofer EMFT | Hansastraße 27 d | 80686 München Director Prof |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| November 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-4 (Form Type) Nocturne Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(4) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value of $0. |
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| November 6, 2023 |
Cognos Announces U.S. Patent Award for Cerebral Microdialysis Filed by Nocturne Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nocturne Acquisition Corporation Commission File No. |
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| October 24, 2023 |
Frank Adell Chief Executive Officer Cognos Therapeutics, Inc Filed by Nocturne Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nocturne Acquisition Corporation Commission File No. |
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| October 17, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 Date of report (Date of earliest event reported): October 17, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (C |
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| October 17, 2023 |
Exhibit 99.1 O C T OB E R 2023 I nve s tor P re s e ntation C o gnos the rape u t i c s , i nc . Noc turne a c qu i s i t i on c orp. FORWARD LOOKING STATEMENTS This presentation (“ Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed offering (the “ Offering ”) of Cognos Therapeutics, Inc., a Delaware corporati |
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| October 17, 2023 |
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 Date of report (Date of earliest event reported): October 17, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (C |
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| October 17, 2023 |
Exhibit 99.1 O C T OB E R 2023 I nve s tor P re s e ntation C o gnos the rape u t i c s , i nc . Noc turne a c qu i s i t i on c orp. FORWARD LOOKING STATEMENTS This presentation (“ Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed offering (the “ Offering ”) of Cognos Therapeutics, Inc., a Delaware corporati |
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| October 5, 2023 |
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 Date of Report (Date of earliest event reported): September 29, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40259 N/A (State or Other Jurisdiction (Commission File N |
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| October 5, 2023 |
Exhibit 2.1 Execution Version FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This First Amendment to Agreement and Plan of Merger and Reorganization (this “Amendment”) is made and entered into as of September 29, 2023, by and among (i) Nocturne Acquisition Corporation, a Cayman Islands exempted company (“Nocturne”), (ii) Cognos Therapeutics, Inc., a Delaware corporation (the “C |
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| October 5, 2023 |
Exhibit 2.1 Execution Version FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This First Amendment to Agreement and Plan of Merger and Reorganization (this “Amendment”) is made and entered into as of September 29, 2023, by and among (i) Nocturne Acquisition Corporation, a Cayman Islands exempted company (“Nocturne”), (ii) Cognos Therapeutics, Inc., a Delaware corporation (the “C |
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| October 5, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): September 29, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40259 N/A (State or Other Jurisdiction (Commission File N |
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| October 4, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-4 (Form Type) Nocturne Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value of $0. |
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| October 4, 2023 |
October 4, 2023 VIA EDGAR Tracey Houser Jeanne Baker Conlon Danberg Lauren Nguyen United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N. |
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| October 4, 2023 |
As filed with the Securities and Exchange Commission on October 4, 2023. As filed with the Securities and Exchange Commission on October 4, 2023. Registration No. 333-273986 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOCTURNE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of |
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| September 29, 2023 |
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 Date of Report (Date of earliest event reported): September 29, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) |
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| September 22, 2023 |
Filed by Nocturne Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nocturne Acquisition Corporation Commission File No. |
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| September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| September 20, 2023 |
Cira Centre 2929 Arch Street Philadelphia, PA 19104-2808 +1 215 994 4000 Main +1 215 994 2222 Fax www. |
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| September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| September 6, 2023 |
Exhibit 99.1 SEPtember 2023 Investor Presentation Cognos therapeutics, inc. Nocturne acquisition corp. FORWARD LOOKING STATEMENTS This presentation (“ Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the propose d o ffering (the “ Offering ”) of Cognos Therapeutics, Inc., a Delaware corporation (“ Cognos ”), of common st |
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| September 6, 2023 |
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 Date of report (Date of earliest event reported): September 6, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) ( |
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| September 6, 2023 |
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 Date of report (Date of earliest event reported): September 6, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) ( |
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| September 6, 2023 |
Exhibit 99.1 SEPtember 2023 Investor Presentation Cognos therapeutics, inc. Nocturne acquisition corp. FORWARD LOOKING STATEMENTS This presentation (“ Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the propose d o ffering (the “ Offering ”) of Cognos Therapeutics, Inc., a Delaware corporation (“ Cognos ”), of common st |
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| August 23, 2023 |
Frank Adell Chief Executive Officer Cognos Therapeutics, Inc Filed by Nocturne Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nocturne Acquisition Corporation Commission File No. |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40259 NOCTURNE ACQU |
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| August 21, 2023 |
EXHIBIT 10.3 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 COMPANY |
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| August 14, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-4 (Form Type) Nocturne Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value of $0. |
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| August 14, 2023 |
As filed with the Securities and Exchange Commission on August 14, 2023. As filed with the Securities and Exchange Commission on August 14, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOCTURNE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorporation or Organiz |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| June 23, 2023 |
EXHIBIT 10.3 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 COMPANY |
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| June 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40259 NOCTURNE ACQ |
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| June 16, 2023 |
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 June 16, 2023 Date of Report (Date of earliest event reported): June 12, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorp |
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| June 6, 2023 |
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 June 6, 2023 Date of Report (Date of earliest event reported): May 31, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorpor |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40259 Nocturne Acquisit |
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| May 26, 2023 |
Description of Registered Securities.* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, Nocturne Acquisition Corporation (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, con |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| May 2, 2023 |
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 May 2, 2023 Date of Report (Date of earliest event reported): April 21, 2023 NOCTURNE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorpo |
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| April 14, 2023 |
Exhibit 99.1 APRI L 2023 In v e stor P re s e n ta tion Co gn o s t h e ra p e u t i cs, i n c. No c t urne ac q u i s i t i o n c o rp . FORWARD LOOKING STATEMENTS This presentation (“ Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed offering (the “ Offering ”) of Cognos Therapeutics, Inc., a Delaware corpo |
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| April 14, 2023 |
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 Date of report (Date of earliest event reported): April 13, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Com |
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| April 14, 2023 |
Exhibit 99.1 APRI L 2023 In v e stor P re s e n ta tion Co gn o s t h e ra p e u t i cs, i n c. No c t urne ac q u i s i t i o n c o rp . FORWARD LOOKING STATEMENTS This presentation (“ Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed offering (the “ Offering ”) of Cognos Therapeutics, Inc., a Delaware corpo |
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| April 14, 2023 |
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 Date of report (Date of earliest event reported): April 13, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Com |
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| April 6, 2023 |
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 Date of report (Date of earliest event reported): April 3, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Comm |
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| April 6, 2023 |
Amended and Restated Memorandum and Articles of Association. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NOCTURNE ACQUISITION CORPORATION “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 48.7 and Article 48.8 in their entirety and the insertion of the following language in th |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 10-Q ☐ Form 11-K ☐ Form 20-F ☐ Form N-CSR ☐ Form N-SAR 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 Read Instruction (on back page) Before Preparing Form. |
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| April 3, 2023 |
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 Date of report (Date of earliest event reported): April 3, 2023 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Comm |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 3, 2023 |
Cira Centre 2929 Arch Street Philadelphia, PA 19104-2808 +1 215 994 4000 Main +1 215 994 2222 Fax www. |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 14, 2023 |
MBTC / Nocturne Acquisition Corporation / ATW SPAC MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nocturne Acquisition Corporation (Name of Issuer) Ordinary Shares, $0.0001 par value (Title of Class of Securities) G6580S114 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Nocturne Acquisition Corp. (Name of Issuer) Ordinary Shares (Title of Class of Securities) G6580S114 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the Appropriate box t |
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| February 13, 2023 |
MBTC / Nocturne Acquisition Corporation / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d435821dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nocturne Acquisition Corp (Name of Issuer) Ordinary share, par value $0.0001 per share (Title of Class of Securities) G6580S114 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement |
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| February 7, 2023 |
MBTC / Nocturne Acquisition Corporation / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment SC 13G/A 1 lfsc13gz.htm SCHEDULE 13G/A OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 3 )* Nocturne Acquisition Corporation (Name of Issuer) Ordinary shares, par value $ 0.0001 (Title of Cl |
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| January 27, 2023 |
MBTC / Nocturne Acquisition Corporation / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nocturne Acquisition Corporation (Name of Issuer) Ordinary Shares (Title of Class of Securities) G6580S114 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| January 9, 2023 |
Form of Sponsor Forfeiture Agreement. Exhibit 10.2 EXECUTION VERSION SPONSOR FORFEITURE AGREEMENT December 30, 2022 Nocturne Acquisition Corporation 3 Germay Drive Wilmington, DE 19804 Cognos Therapeutics, Inc. 10604 S La Cienega Blvd. Inglewood, CA 90304 Re: Forfeiture of Sponsor Shares Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger and Reorganization dated as of the date hereof (as amended from |
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| January 9, 2023 |
Form of Cognos Support Agreement. * Exhibit 10.3 STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is dated as of December 30, 2022, by and among Nocturne Acquisition Corporation, a Cayman Islands exempted company (“Nocturne”), the Persons set forth on Schedule I hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and Cognos Therapeutics, Inc., a Delaware corporation (the “Company” |
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| January 9, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 Date of report (Date of earliest event reported): December 30, 2022 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) ( |
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| January 4, 2023 |
Agreement and Plan of Merger and Reorganization, dated as of December 30, 2022(2) Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among NOCTURNE ACQUISITION CORPORATION, COGNOS THERAPEUTICS, INC., and Nocturne Merger Sub, Inc. DATED AS OF DECEMBER 30, 2022 Table of Contents Page ARTICLE I CERTAIN DEFINITIONS 3 1.1 Certain Definitions 3 ARTICLE II MERGER AND CLOSING TRANSACTIONS 23 2.1 Closing Transactions 23 2.2 Transaction Statement; Third Party Invoices 25 |
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| January 4, 2023 |
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 Date of report (Date of earliest event reported): December 30, 2022 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) ( |
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| January 4, 2023 |
Exhibit 99.1 Cognos Therapeutics, Inc. to Become Publicly Listed on Nasdaq via Business Combination with Nocturne Acquisition Corporation ? Cognos Therapeutics is a medical technology company focused on developing unique, radically advanced devices for the treatment of neurological diseases including brain and spinal cancers, and degenerative neurological conditions (such as Alzheimer?s and Parkin |
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| November 21, 2022 |
EXHIBIT 10.3 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 COMPANY |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40259 NOCTURNE |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 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 For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| October 21, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 4, 2022 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction o |
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| October 5, 2022 |
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 Date of report (Date of earliest event reported): October 4, 2022 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Co |
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| October 5, 2022 |
Amended and Restated Memorandum and Articles of Association. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOCTURNE ACQUISITION CORP ?RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 48.7 and Article 48.8 in their entirety and the insertion of the following language in their place: 48.7 N |
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| September 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 25, 2022 |
Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 22, 2022 |
EXHIBIT 10.3 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 COMPANY |
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| August 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40259 NOCTURNE ACQU |
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| August 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 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 For the Transition Period |
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| July 15, 2022 |
Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 5, 2022 |
Exhibit 99.1 Nocturne Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination Wilmington, DE - July 5, 2022 - Nocturne Acquisition Corp. (NASDAQ: MBTCU) (the ?Company?), announced today that an aggregate of $1,150,000 (the ?Extension Payment?) has been deposited into the Company?s trust account for its public shareholders, representing $0.10 per public share, |
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| July 5, 2022 |
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 COMPANY |
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| July 5, 2022 |
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 Date of Report (Date of earliest event reported): June 30, 2022 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Comm |
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| June 2, 2022 |
MBTC / Nocturne Acquisition Corporation / Feis Lawrence Michael - SCHEDULE 13G Passive Investment Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40259 NOCTURNE ACQUISITION |
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| April 5, 2022 |
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 COMPANY |
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| April 5, 2022 |
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 Date of Report (Date of earliest event reported): April 5, 2022 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Comm |
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| April 5, 2022 |
Exhibit 99.1 Nocturne Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination Wilmington, DE, April 5, 2022 (GLOBE NEWSWIRE) - Nocturne Acquisition Corp. (NASDAQ: MBTCU) (the ?Company?), announced today that an aggregate of $1,150,000 (the ?Extension Payment?) has been deposited into the Company?s trust account for its public shareholders, representing $0.10 |
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| March 31, 2022 |
Description of Registered Securities(4) EX-4.5 2 f10k2021ex4-5nocturneacq.htm DESCRIPTION OF REGISTERED SECURITIES Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, Nocturne Acquisition Corporation (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securitie |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40259 Nocturne Acquisit |
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| February 14, 2022 |
MBTC / Nocturne Acquisition Corporation / PERISCOPE CAPITAL INC. - SCHEDULE 13G Passive Investment SC 13G 1 d218370dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nocturne Acquisition Corp (Name of Issuer) Ordinary share, par value $0.0001 per share (Title of Class of Securities) G6580S114 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement |
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| February 14, 2022 |
MBTC / Nocturne Acquisition Corporation / ATW SPAC MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Nocturne Acquisition Corporation (Name of Issuer) Ordinary Shares, $0.0001 par value (Title of Class of Securities) G6580S114 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nocturne Acquisition Corporation (Name of Issuer) Ordinary shares (Title of Class of Securities) G6580S114 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G AMENDMENT NO. |
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| January 11, 2022 |
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 Date of Report (Date of earliest event reported): January 11, 2022 (January 10, 2022) Nocturne Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction o |
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| December 20, 2021 |
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 Date of Report (Date of earliest event reported): December 14, 2021 Nocturne Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) ( |
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| November 19, 2021 |
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 Date of report (Date of earliest event reported): November 15, 2021 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) ( |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40259 NOCTURNE ACQUISIT |
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| November 15, 2021 |
NT 10-Q 1 ea150688-nt10qnocturneacq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40259 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Repo |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40259 NOCTURNE ACQUISITION C |
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| July 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Nocturne Acquisition Corp. |
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| June 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40259 NOCTURNE ACQUISITION |
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| June 4, 2021 |
EX-99.1 2 ea142201ex99-1nocturneacq.htm PRESS RELEASE, DATED JUNE 4, 2021 Exhibit 99.1 Nocturne Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q La Jolla, CA, June 4, 2021 (GLOBE NEWSWIRE) – Nocturne Acquisition Corporation (NASDAQ: MBTCU) (the “Company”) today announced that it has received a notice (“Notice”) from the Listing |
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| June 4, 2021 |
8-K 1 ea142201-8knocturneacq.htm CURRENT REPORT 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 Date of Report (Date of earliest event reported): May 28, 2021 Nocturne Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (Stat |
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| May 17, 2021 |
NT 10-Q 1 ea140735-nt10qnocturne.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Trans |
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| April 29, 2021 |
Financial Statements and Exhibits, Other Events 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 Date of Report (Date of earliest event reported): April 29, 2021 Nocturne Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Com |
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| April 29, 2021 |
Exhibit 99.1 Nocturne Acquisition Corporation Announces the Separate Trading of its Ordinary Shares and Rights, Commencing May 3, 2021 La Jolla, CA, April 29, 2021 ? Nocturne Acquisition Corporation (NASDAQ: MBTCU) (the ?Company? or ?MBTC?) announced that, commencing May 3, 2021, holders of the units sold in the Company?s initial public offering of 11,500,000 units, may elect to separately trade s |
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| April 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Nocturne Acquisition Corporation (Name of Issuer) Ordinary Shares (Title of Class of Securities) G6580S114 (CUSIP Number) April 1, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| April 15, 2021 |
EX-99.1 2 ea139549ex99-1nocturneacq.htm PRESS RELEASE DATED APRIL 14, 2021 Exhibit 99.1 Nocturne Acquisition Corporation Announces Closing of Fully-Exercised Over-Allotment Option in Connection with Its Initial Public Offering La Jolla, CA, April 14, 2021 – Nocturne Acquisition Corporation (NASDAQ: MBTCU, the “Company”) announced today that the underwriters in its initial public offering, pursuant |
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| April 15, 2021 |
Joint Filing Agreement, by and between the Reporting Persons. Exhibit 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of April 15, 2021 by and between Nocturne Sponsor, LLC, a Delaware limited liability company, Henry Monzon and Ka Seng Ao (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of ordinary shares, $0.0001 par value per share, of Nocturne Acquisition |
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| April 15, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nocturne Acquisition Corporation (Name of Issuer) Ordinary Shares, $0.0001 par value (Title of Class of Securities) G6580S114 (CUSIP Number) Henry Monzon Chief Executive Officer 7244 Carrizo Drive La Jolla, CA 92037 Telephone: (858)-228-7142 (Name, Address and Telephon |
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| April 15, 2021 |
Financial Statements and Exhibits, Other Events 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 Date of Report (Date of earliest event reported): April 14, 2021 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (State or other jurisdiction of incorporation) (Com |
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| April 12, 2021 |
SC 13G 1 nocturne13g-041221.htm APRIL 12, 2021 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Nocturne Acquisition Corporation (Name of Issuer) Ordinary Shares, par value $0.0001 (Title of Class of Securities) |
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| April 9, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 ea139257-8knocturneacq.htm CURRENT REPORT 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 Date of Report (Date of earliest event reported): April 9, 2021 (April 5, 2021) NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 00 |
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| April 9, 2021 |
NOCTURNE ACQUISITION CORPORATION Index to Financial Statement Exhibit 99.1 NOCTURNE ACQUISITION CORPORATION Index to Financial Statement Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of April 5, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Nocturne Acquisition Corporation Opinion on the Financial Statement We have aud |
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| April 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nocturne Acquisition Corporation (Name of Issuer) Units (Title of Class of Securities) (CUSIP Number) March 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| April 5, 2021 |
Administrative Services Agreement Between Company and Sponsor(3) EX-10.5 9 ea138953ex10-5nocturneacq.htm ADMINISTRATIVE SERVICES AGREEMENT, DATED MARCH 30, 2021, BY AND BETWEEN THE COMPANY AND NOCTURNE SPONSOR, LLC Exhibit 10.5 Nocturne Acquisition Corporation 7244 Carizzo Drive La Jolla, CA 92037 March 30, 2021 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statemen |
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| April 5, 2021 |
Registration Rights Agreement Between Company and Sponsor(3) Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 30, 2021, is made and entered into by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the ?Company?) and Nocturne Sponsor LLC, a Delaware limited liability company (the ?Sponsor? and together with any other parties listed on the signature pages hereto |
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| April 5, 2021 |
Rights Agreement Between Company and Continental Stock Transfer & Trust Company(3) EX-4.1 4 ea138953ex4-1nocturneacq.htm RIGHTS AGREEMENT, DATED MARCH 30, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of March 30, 2021 between Nocturne Acquisition Corporation, a Cayman Islands exempted company with number 367466, with offices at 7244 Carrizo Drive, |
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| April 5, 2021 |
Nocturne Acquisition Corporation Announces Closing of $100 Million Initial Public Offering EX-99.2 11 ea138953ex99-2nocturneacq.htm PRESS RELEASE, DATED APRIL 5, 2021. Exhibit 99.2 Nocturne Acquisition Corporation Announces Closing of $100 Million Initial Public Offering La Jolla, CA – April 5, 2021 – Nocturne Acquisition Corporation (the “Company”), a special purpose acquisition company, today announced the closing of its initial public offering of 10,000,000 units at a price of $10.00 |
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| April 5, 2021 |
Letter Agreement Among Company, its Officers, and the Underwriters(3) Exhibit 10.1 March 30, 2021 7244 Carrizo Drive La Jolla, CA 92037 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Chardan Capital Mark |
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| April 5, 2021 |
Private Placement Units Purchase Agreement Between Company and Sponsor(3) EX-10.4 8 ea138953ex10-4nocturneacq.htm PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, DATED MARCH 30, 2021, BY AND BETWEEN THE COMPANY AND NOCTURNE SPONSOR, LLC Exhibit 10.4 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 30th day of March, 2021, by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”), havi |
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| April 5, 2021 |
Amended and Restated Memorandum and Articles of Association(3) Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Nocturne Acquisition Corporation (adopted by special resolution dated 30 MARCH 2021 and effective on 30 MARCH 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF N |
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| April 5, 2021 |
8-K 1 ea138953-8knocturneacq.htm CURENT REPORT 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 Date of Report (Date of earliest event reported): March 30, 2021 NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40259 N/A (Sta |
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| April 5, 2021 |
Nocturne Acquisition Corporation Announces Pricing of $100 Million Initial Public Offering EX-99.1 10 ea138953ex99-1nocturneacq.htm PRESS RELEASE, DATED MARCH 30, 2021 Exhibit 99.1 Nocturne Acquisition Corporation Announces Pricing of $100 Million Initial Public Offering La Jolla, CA – March 30, 2021 – Nocturne Acquisition Corporation (the “Company”), a special purpose acquisition company, today announced the pricing of its initial public offering of 10,000,000 units at a price of $10.0 |
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| April 5, 2021 |
Investment Management Trust Agreement between Company and Continental(3) EX-10.2 6 ea138953ex10-2nocturneacq.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, MARCH 30, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 30, 2021, by and between Nocturne Acquisition Corporation, a Cayman Islands |
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| April 5, 2021 |
Underwriting Agreement between Company and Chardan Capital Markets, LLC(3) EX-1.1 2 ea138953ex1-1nocturneacq.htm UNDERWRITING AGREEMENT, DATED MARCH 30, 2021, BY AND AMONG THE COMPANY AND CHARDAN CAPITAL MARKETS, LLC Exhibit 1.1 10,000,000 Units Nocturne Acquisition Corporation UNDERWRITING AGREEMENT March 30, 2021 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and |
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| April 1, 2021 |
$100,000,000 Nocturne Acquisition Corporation 10,000,000 Units 424B4 1 f424b40321nocturneacq.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-252852 $100,000,000 Nocturne Acquisition Corporation 10,000,000 Units Nocturne Acquisition Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, sh |
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| March 26, 2021 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of [ ], 2021 between Nocturne Acquisition Corporation, a Cayman Islands exempted company with number 367466, with offices at 7244 Carrizo Drive, La Jolla, CA 92037 (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 1 |
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| March 26, 2021 |
Exhibit 10.2 [?], 2021 7244 Carrizo Drive La Jolla, CA 92037 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Chardan Capital Markets, |
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| March 26, 2021 |
Form of Private Placement Unit Purchase Agreement between the Registrant and Nocturne Sponsor, LLC.* EX-10.6 8 posam2021ex10-6nocturneacq.htm FORM OF PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND NOCTURNE SPONSOR, LLC Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [] day of [], 2021, by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place o |
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| March 26, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders.* EX-10.4 7 posam2021ex10-4nocturneacq.htm FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Nocturne Sponsor LLC |
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| March 26, 2021 |
- POST EFFECTIVE REGISTRATION STATEMENT POS AM 1 posam2021nocturneacq.htm POST EFFECTIVE REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on March 26, 2021. Registration No. 333-252852 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 To Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nocturne Acquisition Corporation (Exact name of regi |
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| March 26, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Nocturne Acquisition Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Nocturne Acquis |
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| March 26, 2021 |
Form of Underwriting Agreement.* EX-1.1 2 posam2021ex1-1nocturneacq.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 10,000,000 Units Nocturne Acquisition Corporation UNDERWRITING AGREEMENT March , 2021 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Nocturne Acquisition Corporation, a Cayman Isl |
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| March 26, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [], 2021, by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S-1, File |
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| March 22, 2021 |
- FOR REGISTRATION OF CERTAIN CLASSES 8-A12B 1 ea138077-8a12bnocturneacq.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Nocturne Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or oth |
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| March 19, 2021 |
Nocturne Acquisition Corporation 7244 Carrizo Drive La Jolla, CA 92037 March 19, 2021 Nocturne Acquisition Corporation 7244 Carrizo Drive La Jolla, CA 92037 March 19, 2021 VIA EDGAR Maryse Mills-Apenteng Division of Corporation Finance U. |
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| March 19, 2021 |
Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 March 19, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| March 12, 2021 |
Nocturne Acquisition Corp. 7244 Carrizo Drive La Jolla, CA 92037 Nocturne Acquisition Corp. 7244 Carrizo Drive La Jolla, CA 92037 VIA EDGAR March 12, 2021 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Ms. Maryse Mills-Apenteng Re: Nocturne Acquisition Corp. Amendment No. 1 to the Registration Statement on Form S-1 Filed February 23, 2021 Dear Ms. Mills-Ape |
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| March 12, 2021 |
S-1/A 1 fs12021a2nocturneacq.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on March 12, 2021. Registration No. 333-252852 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nocturne Acquisition Corporation (Exact name of registrant as specified in its char |
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| February 23, 2021 |
Specimen Rights Certificate(1) Exhibit 4.3 NUMBER RIGHTS R NOCTURNE ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G6580S 106 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the ?Right? or ?Rights,? respectively) to receive one-tenth of one ordinary share, par value $0.0001 per share (?Ordinary Shares?), of NOCTURNE |
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| February 23, 2021 |
Specimen Ordinary Share Certificate(1) Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G6580S 122 NOCTURNE ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF NOCTURNE ACQUISITION CORPORATION (THE ?COMPANY?) subject to the Company?s amended and restated memo |
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| February 23, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders.* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the ?Company?) and Nocturne Sponsor LLC, a Delaware limited liability company (the ?Sponsor? and together with any other parties listed on the signature pages hereto and |
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| February 23, 2021 |
Promissory Note, Dated as of November 16, 2020 Issued to Nocturne Sponsor, LLC(1) 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 COMPANY |
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| February 23, 2021 |
Exhibit 10.2 [?], 2021 7244 Carrizo Drive La Jolla, CA 92037 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Chardan Capital Markets, |
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| February 23, 2021 |
Consent of Marcus Vincent Gomez** Exhibit 99.5 CONSENT OF MARCUS VINCENT GOMEZ Nocturne Acquisition Corporation intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named |
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| February 23, 2021 |
Compensation Committee Charter(1) Exhibit 99.2 NOCTURNE ACQUISITION CORPORATION COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the ?Committee?) of the Board of Directors of Nocturne Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), shall have responsibility for the compensation of the Company?s executive officers, including the Company?s Chief Executive Officer (the ?CEO?), and for |
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| February 23, 2021 |
Securities Subscription Agreement, Dated November 16, 2020 Between Company and Sponsor(1) Exhibit 10.5 Nocturne Acquisition Corporation 7244 Carrizo Drive La Jolla, CA 92037 November 16, 2020 Nocturne Sponsor, LLC 7244 Carrizo Drive La Jolla, CA 92037 RE: Securities Subscription Agreement Ladies and Gentlemen: Nocturne Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), is pleased to accept the offer Nocturne Sponsor, LLC, a Delaware limited liability company, ( |
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| February 23, 2021 |
Form of Private Placement Unit Purchase Agreement between the Registrant and Nocturne Sponsor, LLC.* Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of this [] day of [], 2021, by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), having its principal place of business 7244 Carrizo Drive, La Jolla, CA 92037, and Nocturne Sponsor LLC (the ?Purchaser?). WHEREAS, the Company desires to sell on a pri |
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| February 23, 2021 |
Memorandum and Articles of Association dated October 28, 2020(1) EX-3.1 3 fs12021a1ex3-1nocturneacq.htm MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Nocturne Acquisition Corporation THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Nocturne Acquisition Corporation 1 The nam |
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| February 23, 2021 |
EX-14 19 fs12021a1ex14nocturneacq.htm FORM OF CODE OF ETHICS Exhibit 14 FORM OF CODE OF ETHICS OF NOCTURNE ACQUISITION CORPORATION 1. Introduction The Board of Directors (the “Board”) of Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as may be amended from time to time by the Board and which is applicable to all o |
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| February 23, 2021 |
As filed with the U.S. Securities and Exchange Commission on February 22, 2021. Registration No. 333-252852 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nocturne Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdic |
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| February 23, 2021 |
Exhibit 99.3 CONSENT OF ETIENNE SNYMAN Nocturne Acquisition Corporation intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the |
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| February 23, 2021 |
Exhibit 10.8 Nocturne Acquisition Corporation 7244 Carizzo Drive La Jolla, CA 92037 [?], 2021 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the ?IPO?) of the securities of Nocturne Acquisition Corporation (the ?Company?) and cont |
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| February 23, 2021 |
Exhibit 99.4 CONSENT OF KASHAN PIRACHA Nocturne Acquisition Corporation intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the |
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| February 23, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G1355U 105 NOCTURNE ACQUISITION CORPORATION UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE RIGHT, EACH RIGHT ENTITLING THE HOLDER TO RECEIVE ONE-TENTH OF ONE ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) ordinary share, of par value $0.0001 per share (?Ordinary Shares?), of Noct |
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| February 23, 2021 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of [ ], 2021 between Nocturne Acquisition Corporation, a Cayman Islands exempted company with number 367466, with offices at 7244 Carrizo Drive, La Jolla, CA 92037 (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 1 |
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| February 23, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 ? 10,000,000 Units ? Nocturne Acquisition Corporation ? UNDERWRITING AGREEMENT ? , 2021 ? Chardan Capital Markets, LLC? 17 State Street, 21st Floor? New York, New York 10004? As Representative of the Underwriters named on?Schedule A?hereto ? Ladies and Gentlemen: ? The undersigned, Nocturne Acquisition Corporation, a Cayman Islands exempted company (?Company?), hereby confirms its agre |
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| February 23, 2021 |
Form of Indemnity Agreement.** Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made on February [ ], 2021. Between: (1) Nocturne Acquisition Corporation, a Cayman Islands exempted company with its registered office at PO Box 309, Ugland House, Grand Cayman KY10-1104, Cayman Islands (the ?Company?); and (2) (?Indemnitee?). Whereas: (A) Highly competent persons have become more reluctant to |
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| February 23, 2021 |
Exhibit 99.1 NOCTURNE ACQUISITION CORPORATION AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Nocturne Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and oth |
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| February 23, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Nocturne Acquisition Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Nocturne Acquis |
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| February 23, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February [ ], 2021, by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form |
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| February 8, 2021 |
Registration Statement - REGISTRATION STATEMENT S-1 1 fs12021nocturneacq.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on February 8, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nocturne Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/ |
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| December 29, 2020 |
This is a confidential draft submission to the U.S. Securities and Exchange Commission on December 29, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nocturne Acquisition Corporation (Exact name of registrant as sp |
