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: 001-40259 

 

NOCTURNE ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

Cayman Islands   N/A

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

 

P.O. Box 25739

Santa Ana, CA

   92799
(Address of Principal Executive Offices)   (Zip Code)

 

3 Germay Drive, Unit 4 #1066

Wilmington, DE 19804

(Former address, if changed since last report)

 

Registrant’s telephone number, including area code: (650) 935-25739

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one ordinary share, $0.00001 par value and one right   MBTCU   The Nasdaq Stock Market LLC
Ordinary Shares included as part of Units   MBTC   The Nasdaq Stock Market LLC
Rights included as part of the Units   MBTCR   The Nasdaq Stock Market LLC

  

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐    
           
Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

 

The aggregate market value of the ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the ordinary shares on August 4, 2023 as reported on the Nasdaq Capital Market was $20,735,859.20.

 

As of August 4, 2023, there were 5,191,416 ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

 

Auditor Name:   Auditor Location:   Auditor Firm ID:
Marcum LLP   Houston, TX   688

 

 

 

 

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitive Proxy Statement for an Extraordinary General Meeting of Shareholders held on April 3, 2023, which the registrant filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2022, are incorporated by reference into Part III of the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on May 26, 2023 to the extent stated therein.

 

EXPLANATORY NOTE

 

Nocturne Acquisition Corporation (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2023, (the “Original 10-K”), solely for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original 10-K.

 

The Company is filing revised Exhibits 31.1 and 31.2 solely in order to include certification language that was inadvertently omitted from such exhibits when originally filed, namely, paragraph 4(b) regarding the design of internal control over financial reporting. Because no financial statements have been included in this Amendment, paragraph 3 of the Section 302 certifications has been omitted. Except as described above, the Amendment does not reflect events occurring after the date of the filing of the Original 10-K or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original 10-K. The Amendment consists solely of the preceding cover page, this explanatory note, the signature page and paragraphs 1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment.

 

1

 

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) Exhibits

 

The exhibits listed in the accompanying index to exhibits are filed as part of this Amendment.

 

Exhibit 
Number		   Description
31.1*   Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*   Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
104   Cover Page Interactive Data File (formatted as inline XBRL).

 

*Filed herewith.

 

2

 

  

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 9, 2023

 

NOCTURNE ACQUISITION CORPORATION  
   
By: /s/ Henry Monzon  
Name: Henry Monzon  
Title: Chief Executive Officer  
  (Principal Executive Officer)  
   
By: /s/ Ka Seng (Thomas) Ao  
Name: Ka Seng (Thomas) Ao  
Title: Chief Financial Officer  
  (Principal Financial Officer)    

 

3

 

00-0000000 true FY 0001837344 0001837344 2022-01-01 2022-12-31 0001837344 mbtc:UnitsEachConsistingOfOneOrdinaryShare00001ParValueAndOneRightMember 2022-01-01 2022-12-31 0001837344 mbtc:OrdinarySharesIncludedAsPartOfUnitsMember 2022-01-01 2022-12-31 0001837344 mbtc:RightsIncludedAsPartOfTheUnitsMember 2022-01-01 2022-12-31 0001837344 2023-08-04 iso4217:USD xbrli:shares

Exhibit 31.1

 

CERTIFICATION OF THE

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

RULE 13a-14(a) AND RULE 15d-14(a)

UNDER THE

SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Henry Monzon, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Nocturne Acquisition Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. [Intentionally omitted];

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 9, 2023 By: /s/ Henry Monzon
    Henry Monzon
    Chief Executive Officer
    (Principal Executive Officer)

Exhibit 31.2

 

CERTIFICATION OF THE

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

RULE 13a-14(a) AND RULE 15d-14(a)

UNDER THE

SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Ka Seng (Thomas) Ao, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Nocturne Acquisition Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. [Intentionally omitted];

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 9, 2023 By: /s/ Ka Seng (Thomas) Ao
    Ka Seng (Thomas) Ao
    Chief Financial Officer
    (Principal Financial Officer)

v3.23.2
Document And Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2022
Aug. 04, 2023
Document Information Line Items    
Entity Registrant Name NOCTURNE ACQUISITION CORPORATION  
Document Type 10-K/A  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   5,191,416
Entity Public Float   $ 20,735,859.2
Amendment Flag true  
Amendment Description Nocturne Acquisition Corporation (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2023, (the “Original 10-K”), solely for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original 10-K.The Company is filing revised Exhibits 31.1 and 31.2 solely in order to include certification language that was inadvertently omitted from such exhibits when originally filed, namely, paragraph 4(b) regarding the design of internal control over financial reporting. Because no financial statements have been included in this Amendment, paragraph 3 of the Section 302 certifications has been omitted. Except as described above, the Amendment does not reflect events occurring after the date of the filing of the Original 10-K or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original 10-K. The Amendment consists solely of the preceding cover page, this explanatory note, the signature page and paragraphs 1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment.  
Entity Central Index Key 0001837344  
Entity Current Reporting Status Yes  
Entity Voluntary Filers No  
Entity Filer Category Non-accelerated Filer  
Entity Well-known Seasoned Issuer No  
Document Period End Date Dec. 31, 2022  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus FY  
Entity Small Business false  
Entity Emerging Growth Company true  
Entity Shell Company true  
Entity Ex Transition Period false  
ICFR Auditor Attestation Flag false  
Document Annual Report true  
Document Transition Report false  
Entity File Number 001-40259  
Entity Incorporation, State or Country Code E9  
Entity Tax Identification Number 00-0000000  
Entity Address, Address Line One 3 Germay Drive  
Entity Address, Address Line Two Unit 4 #1066  
Entity Address, City or Town Wilmington  
Entity Address, State or Province DE  
Entity Address, Postal Zip Code 19804  
City Area Code (650)  
Local Phone Number 935-25739  
Entity Interactive Data Current Yes  
Document Financial Statement Error Correction [Flag] false  
Auditor Name Marcum LLP  
Auditor Location Houston, TX  
Auditor Firm ID 688  
Units, each consisting of one ordinary share, $0.0001 par value and one right    
Document Information Line Items    
Trading Symbol MBTCU  
Title of 12(b) Security Units, each consisting of one ordinary share, $0.00001 par value and one right  
Security Exchange Name NASDAQ  
Ordinary shares included as part of Units    
Document Information Line Items    
Trading Symbol MBTC  
Title of 12(b) Security Ordinary Shares included as part of Units  
Security Exchange Name NASDAQ  
Rights included as part of the Units    
Document Information Line Items    
Trading Symbol MBTCR  
Title of 12(b) Security Rights included as part of the Units  
Security Exchange Name NASDAQ  
Nocturne Acquisition (NASDAQ:MBTCU)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Nocturne Acquisition Charts.
Nocturne Acquisition (NASDAQ:MBTCU)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Nocturne Acquisition Charts.