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): April 29, 2021
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.) |
7244 Carrizo Drive
La Jolla, CA 92037
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (858)-228-7142
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 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.
Separate Trading of Units, Ordinary Shares and Rights
On April 29, 2021, Nocturne Acquisition Corporation (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that, commencing on May 3, 2021, the holders of units issued in its initial public offering (the “Units”), each consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (“Rights”) to receive one-tenth (1/10) of one Ordinary Share upon consummation of the Company’s initial business combination, may elect to separately trade the Ordinary Shares and Rights included in the Units. The Ordinary Shares and the Rights are expected to trade on the Nasdaq Capital Market under the symbols “MBTC” and “MBTCR,” respectively. The Units not separated will continue to trade on the Nasdaq Capital Market under the symbol “MBTCU.” Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Ordinary Shares and Rights.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: Chief Executive Officer |
| Dated: April 29, 2021 | | |
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