true 0001837344 00-0000000 0001837344 2024-01-02 2024-01-02 0001837344 MBTC:UnitsEachConsistingOfOneOrdinaryShare0.0001ParValueAndOneRightMember 2024-01-02 2024-01-02 0001837344 MBTC:OrdinarySharesIncludedAsPartOfUnitsMember 2024-01-02 2024-01-02 0001837344 MBTC:RightsIncludedAsPartOfUnitsMember 2024-01-02 2024-01-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification Number)

 

P.O. Box 25739, Santa Ana, CA 92799

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (650) 935-0312

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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, $0.0001 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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Current Report on Form 8-K is being filed solely to correct an inadvertent typo in the first parenthetical of the last sentence of the section titled “Item 5.07. Submission of Matters to a Vote of Security Holders” in the Current Report on Form 8-K (the “Original 8-K”) filed by Nocturne Acquisition Corporation (the “Company”) on January 4, 2024 to correctly report the percentage of the Company’s outstanding public shares represented by a redemption of public shares for a pro rata portion of funds in the Company’s trust account. The Original 8-K announced, among other things, the results of the stockholder vote at the Company’s recently held extraordinary general meeting approving the amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate its initial business combination. With the exception of this correction, there are no other changes or modifications to the Original 8-K. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original 8-K. 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

In connection with the Meeting, shareholders holding 332,591 public shares (representing approximately 18.0% of the Company’s outstanding public shares and approximately 6.4% of the Company’s outstanding ordinary shares generally as of the Record Date) exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s trust account.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NOCTURNE ACQUISITION CORPORATION
   
  By: /s/ Henry Monzon
    Name:  Henry Monzon
    Title: Chairman and Chief Executive Officer

 

Dated: January 9, 2024

 

2

v3.23.4
Cover
Jan. 02, 2024
Document Type 8-K/A
Amendment Flag true
Amendment Description This Amendment No. 1 to the Current Report on Form 8-K is being filed solely to correct an inadvertent typo in the first parenthetical of the last sentence of the section titled “Item 5.07. Submission of Matters to a Vote of Security Holders” in the Current Report on Form 8-K (the “Original 8-K”) filed by Nocturne Acquisition Corporation (the “Company”) on January 4, 2024 to correctly report the percentage of the Company’s outstanding public shares represented by a redemption of public shares for a pro rata portion of funds in the Company’s trust account. The Original 8-K announced, among other things, the results of the stockholder vote at the Company’s recently held extraordinary general meeting approving the amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate its initial business combination. With the exception of this correction, there are no other changes or modifications to the Original 8-K. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original 8-K.
Document Period End Date Jan. 02, 2024
Entity File Number 001-40259
Entity Registrant Name NOCTURNE ACQUISITION CORPORATION
Entity Central Index Key 0001837344
Entity Tax Identification Number 00-0000000
Entity Incorporation, State or Country Code E9
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
City Area Code 650
Local Phone Number 935-0312
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one ordinary share, $0.0001 par value and one right  
Title of 12(b) Security Units, each consisting of one ordinary share, $0.0001 par value and one right
Trading Symbol MBTCU
Security Exchange Name NASDAQ
Ordinary shares included as part of Units  
Title of 12(b) Security Ordinary shares included as part of Units
Trading Symbol MBTC
Security Exchange Name NASDAQ
Rights included as part of the Units  
Title of 12(b) Security Rights included as part of the Units
Trading Symbol MBTCR
Security Exchange Name NASDAQ
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