Nocturne Acquisition Corp.
7244 Carrizo Drive
La Jolla, CA 92037
VIA EDGAR
March 12, 2021
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attn: Ms. Maryse Mills-Apenteng
| Re: | Nocturne Acquisition Corp. |
Amendment No. 1 to the Registration Statement on Form S-1
Filed February 23, 2021
Dear Ms. Mills-Apenteng:
Nocturne Acquisition Corp. (the “Corporation,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on March 1, 2021, regarding Amendment No. 1 to the Registration Statement on Form S-1 filed with the Commission on February 23, 2021.
For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed such comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.
Amendment No. 1 to Form S-1 filed February 23, 2021
Financial Statements, page F-1
| 1. | Please update your financial statements in accordance with Rule 8-08 of Regulation S-X. |
Response: In response to the Staff’s comment, we have revised our financial statements in accordance with Rule 8-08 of Regulation S-X.
We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Lijia Sanchez, at lsanchez@egsllp.com or by telephone at (212) 370-1300.
| Sincerely, | |
| /s/ Henry Monzon | |
| Henry Monzon, Chief Executive Officer | |
| Nocturne Acquisition Corp. |
cc: Lijia Sanchez, Esq.
