MBTCU Nocturne Acquisition Corporation

 

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)		(Commission File Number)		(IRS. Employer Identification No.)

 

P.O. Box 25739

Santa Ana, CA 91799

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (650) 953-0312

 

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, par value $0.0001, and one right		MBTCU		The Nasdaq Stock Market LLC
Ordinary Shares included as part of the 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. ☐

 

 

 

Item 8.01. Other Events.

 

On February 5, 2024, Nocturne Acquisition Corporation (the “Company”) issued a press release announcing that the extraordinary general meeting of its shareholders to vote on the proposed business combination with Cognos Therapeutics, Inc. (“Cognos,” such merger, the “Merger,” and such meeting, the “Extraordinary General Meeting”) originally scheduled for Tuesday, January 30, 2024, and postponed to Tuesday, February 6, 2024 is being further postponed to Tuesday, February 27, 2024 at 9:00 a.m. Eastern Time and will be held virtually (the “Postponed Meeting”). The Company plans to continue to solicit proxies from shareholders during the period prior to the Postponed Meeting.

 

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Cautionary Note Regarding Forward-Looking Statements

 

Statements contained in this Current Report on Form 8-K that are not historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions. . Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.

 

Additional Information and Where to Find It

 

A full description of the terms of that certain Agreement and Plan of Merger and Reorganization, dated December 30, 2022, by and among Nocturne, Cognos, and Nocturne Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nocturne, in connection with the proposed Merger is provided in the definitive Registration Statement which includes a prospectus with respect to the combined company’s securities to be issued in connection with the Merger and a proxy statement with respect to the Extraordinary General Meeting to vote on the Merger. The definitive proxy statement/prospectus included in the Registration Statement has been mailed to stockholders of Nocturne as of the record date of December 29, 2023. Stockholders are also able to obtain a copy of the Registration Statement, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to Nocturne Acquisition Corporation, P.O Box 25739, Santa Ana, CA 92799, Attention Thomas Ao. The preliminary and definitive proxy statement/prospectus included in the Registration Statement can also be obtained, without charge, at the SEC’s website (www.sec.gov).

 

 

Participants in Solicitation

 

Nocturne, Cognos and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Nocturne’s stockholders in connection with the proposed business combination. Information about Nocturne’s directors and executive officers and their ownership of Nocturne’s securities is set forth in Nocturne’s filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed business combination may be obtained by reading the Registration Statement when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

 

Safe Harbor Statement  

 

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Nocturne, the combined company or Cognos, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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 CORP.
	By:	/s/ Henry Monzon
		Name:	Henry Monzon
		Title:	Chief Executive Officer and Director
Date: February 5, 2024

 

 

3

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 to vote on the proposed business combination with Cognos Therapeutics, Inc. The Extraordinary General Meeting that was postponed until February 6, 2024 has been postponed further and will now be held virtually on February 27, 2024 at 9:00 a.m. Eastern Time. The Company plans to continue to solicit proxies from shareholders during the period prior to the Extraordinary General Meeting. The record date for the Extraordinary General Meeting remains the close of business on December 29, 2023. No changes have been made in the proposals to be voted on by the shareholders at the postponed meeting. Shareholders who have previously submitted their proxy or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the record date may vote, even if they have subsequently sold their shares. The deadline by which shareholders must exercise their redemption rights in connection with the Extraordinary General Meeting has been extended to two business days prior to the second postponed meeting.

 

About Nocturne Acquisition Corp.

 

The Company is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. While the Company may pursue an acquisition opportunity in any industry or sector, the Company focuses its search for targets bringing to market disruptive technologies in the blockchain/crypto and artificial intelligence technology sectors. Equity value of potential targets is expected to be in the $300 million to $1 billion USD range.

 

Cautionary Note Regarding Forward-Looking Statements

 

Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions. . Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.

 

Additional Information and Where to Find It

 

A full description of the terms of that certain Agreement and Plan of Merger and Reorganization, dated December 30, 2022, by and among Nocturne, Cognos, and Nocturne Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nocturne, in connection with the proposed Merger is provided in the definitive Registration Statement which includes a prospectus with respect to the combined company’s securities to be issued in connection with the Merger and a proxy statement with respect to the Extraordinary General Meeting to vote on the Merger. The definitive proxy statement/prospectus included in the Registration Statement has been mailed to stockholders of Nocturne as of the record date of December 29, 2023. Stockholders are also able to obtain a copy of the Registration Statement, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to Nocturne Acquisition Corporation, P.O Box 25739, Santa Ana, CA 92799, Attention Thomas Ao. The preliminary and definitive proxy statement/prospectus included in the Registration Statement can also be obtained, without charge, at the SEC’s website (www.sec.gov).

 

Participants in Solicitation

 

Nocturne, Cognos and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Nocturne’s stockholders in connection with the proposed business combination. Information about Nocturne’s directors and executive officers and their ownership of Nocturne’s securities is set forth in Nocturne’s filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed business combination may be obtained by reading the Registration Statement.

 

MBTC Company/Media Contact:

 

investors@nocturnecorp.com

media@nocturnecorp.com

 

MBTC Investor Relations Contact:

 

Chris Tyson/Doug Hobbs

SPAC Alpha IR+

(949) 491-8235

MBTC@mzgroup.us

 

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