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: 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 | ☐ | Emerging growth company | ☒ |
Non-accelerated filer | ☒ | Smaller reporting 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 ☐
As of November 14, 2023 there were 5,191,416 ordinary shares, par value
$0.0001 per share, of the registrant issued and outstanding.
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 Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on June 23, 2023, (the “Original 10-Q”)
and amended by Amendment No. 1 to the Original 10-Q, as filed with the SEC on September 20, 2023 (“Amendment No. 1”), solely
for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original 10-Q.
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 in the Original 10-Q and Amendment
No. 1, namely, the introductory sentence to paragraph 4 regarding the design of internal control over financial reporting and paragraph
3 regarding the accuracy of financial statements presented in the Original 10-Q. Except as described above, the Amendment does not reflect
events occurring after the date of the filing of the Original 10-Q 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-Q 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
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 |
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By: |
/s/ Henry Monzon |
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Name: |
Henry Monzon |
|
Title: |
Chief Executive Officer |
|
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(Principal Executive Officer) |
|
|
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By: |
/s/ Ka Seng (Thomas) Ao |
|
Name: |
Ka Seng (Thomas) Ao |
|
Title: |
Chief Financial Officer |
|
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(Principal Financial Officer) |
|
3
00-0000000
true
--12-31
Q1
0001837344
0001837344
2023-01-01
2023-03-31
0001837344
mbtc:UnitsEachConsistingOfOneOrdinaryShare000001ParValueAndOneRightMember
2023-01-01
2023-03-31
0001837344
mbtc:OrdinarySharesIncludedAsPartOfUnitsMember
2023-01-01
2023-03-31
0001837344
mbtc:RightsIncludedAsPartOfTheUnitsMember
2023-01-01
2023-03-31
0001837344
2023-11-14
xbrli:shares
Document And Entity Information - shares
|
3 Months Ended |
|
Mar. 31, 2023 |
Nov. 14, 2023 |
Document Information Line Items |
|
|
Entity Registrant Name |
NOCTURNE ACQUISITION CORPORATION
|
|
Document Type |
10-Q/A
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity Common Stock, Shares Outstanding |
|
5,191,416
|
Amendment Flag |
true
|
|
Amendment Description |
Nocturne Acquisition Corporation (the “Company”)
is filing this Amendment No. 2 (the “Amendment”) to its Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on June 23, 2023, (the “Original 10-Q”)
and amended by Amendment No. 1 to the Original 10-Q, as filed with the SEC on September 20, 2023 (“Amendment No. 1”), solely
for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original 10-Q.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 in the Original 10-Q and Amendment
No. 1, namely, the introductory sentence to paragraph 4 regarding the design of internal control over financial reporting and paragraph
3 regarding the accuracy of financial statements presented in the Original 10-Q. Except as described above, the Amendment does not reflect
events occurring after the date of the filing of the Original 10-Q 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-Q 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.
|
|
Entity Central Index Key |
0001837344
|
|
Entity Current Reporting Status |
Yes
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Document Period End Date |
Mar. 31, 2023
|
|
Document Fiscal Year Focus |
2023
|
|
Document Fiscal Period Focus |
Q1
|
|
Entity Small Business |
false
|
|
Entity Emerging Growth Company |
true
|
|
Entity Shell Company |
true
|
|
Entity Ex Transition Period |
false
|
|
Document Quarterly 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 |
P.O. Box 25739
|
|
Entity Address, City or Town |
Santa Ana
|
|
Entity Address, State or Province |
CA
|
|
Entity Address, Postal Zip Code |
92799
|
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City Area Code |
(650)
|
|
Local Phone Number |
935-25739
|
|
Entity Interactive Data Current |
Yes
|
|
Units, each consisting of one ordinary share, $0.00001 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
|
|