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: 001-40259
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) |
(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 November 14, 2023 as reported on the Nasdaq Capital Market was $21,531,968.
As of November 14, 2023, there 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. 2 (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”)
and amended by Amendment No. 1 to the Original 10-K, as filed with the SEC on August 4, 2023 (“Amendment No. 1”), 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 3 regarding
the accuracy of financial statements presented in the Original 10-K. 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 and Amendment No. 1. The Amendment consists solely
of the preceding cover page, this explanatory note, the signature page and paragraphs 1, 2, 3, 4 and 5 of each of the revised certifications
filed as exhibits to the Amendment.
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.
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: November 15, 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) |
|
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