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): 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. ☐

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 2, 2024, Nocturne Acquisition Corporation, a special purpose acquisition company incorporated as a Cayman Islands exempted company (the “Company”) held an extraordinary general meeting (the “Meeting”). At the Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”) to extend the date by which the Company must consummate its initial business combination from January 5, 2024 to February 5, 2024, provided that, in the event that the Company has not consummated a business combination by February 5, 2024, the Company’s Board of Directors (the “Board”) may, without any approval of the Company’s shareholders, extend the date by which the Company has to consummate a business combination up to five (5) times, each by one additional month (for a total of up to five additional months) until July 5, 2024. The Charter Amendment became effective on January 2, 2024 upon approval by the Company’s shareholders at the Meeting.

 

The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

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

 

At the Meeting, an aggregate of 3,340,000 ordinary shares of the Company, which represents a quorum of the outstanding ordinary shares entitled to vote as of the record date of December 5, 2023 (the “Record Date”), were represented in person or by proxy at the Meeting.

 

At the Meeting, the Company’s shareholders voted on the following proposal, which was approved:

 

(1) The Extension Amendment Proposal — a proposal, by special resolution to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate a business combination from January 5, 2024 to February 5, 2024, provided that, in the event that the Company has not consummated a business combination by February 5, 2024, the Board may, without any approval of the Company’s shareholders, extend the date by which the Company has to consummate a business combination up to five (5) times, each by one additional month (for a total of up to five additional months) until July 5, 2024. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders:

 

For		Against		Abstain
3,340,000		0		0

  

The Company had solicited proxies in favor of an adjournment proposal which would have given the Company authority to adjourn the Meeting to solicit additional proxies. As there were sufficient shares voted in favor of the Extension Amendment Proposal, this proposal was not voted upon at the Meeting.

 

In connection with the Meeting, shareholders holding 332,591 public shares (representing approximately 14.4% 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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.		Description of Exhibits
3.1		Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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/ Ka Seng (Thomas) Ao
	Name:	Ka Seng (Thomas) Ao
	Title:	Director & Chief Financial Officer

 

Dated: January 4, 2024

 

 

2

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
NOCTURNE ACQUISITION CORPORATION

 

RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 48.7 and Article 48.8 in their entirety and the insertion of the following language in their place:

 

“48.7

Notwithstanding anything to the contrary in the Articles or in the prospectus relating to the IPO, in the event that the Company does not consummate a Business Combination by February 5, 2024; provided that, in the event that the Company has not consummated a Business Combination by February 5, 2024, the Directors may, without approval of the Members, extend the term of the Company up to five (5) times (with each such extension being upon five (5) days’ advance notice in writing), each by one additional month (for a total of up to five additional months) until July 5, 2024 (the “Outside Date”), the Company shall:

 

(a)

cease all operations except for the purpose of winding up;

 

(b)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

 

(c)

as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”

 

48.8

Notwithstanding anything to the contrary in the Articles or in the prospectus relating to the IPO, in the event that any amendment is made to the Articles subsequent to January 2, 2024:

 

(a)

to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by the Outside Date; or

 

(b)

with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

 

v3.23.4

Cover	Jan. 02, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 02, 2024
Current Fiscal Year End Date	--12-31
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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