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 5, 2022
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.) |
3 Germay Drive, Unit 4 #1066
Wilmington, DE 19804
(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)
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 |
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)) |
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On March 29, 2022, an aggregate of $1,150,000 (the “Extension Payment”) was deposited by Mindfulness Capital Management Limited, a Cayman Islands exempted company (“Mindfulness”), into the trust account of Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”) for the public shareholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months from April 5, 2022 to July 5, 2022 (the “Extension”). The Extension is the first of the two three-month extensions permitted under the Company’s governing documents.
In connection with the Extension Payment, the Company issued to Mindfulness an unsecured promissory note (the “Note”) having a principal amount equal to the amount of the Extension Payment.
The Note is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the liquidation of the Company.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
Item 7.01 Regulation FD Disclosure.
On April 5, 2022, the Company issued a press release (the “Press Release”) announcing that the Extension Payment had been made. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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.
Dated: April 5, 2022
| | NOCTURNE ACQUSITION CORPORATION |
| | | |
| | By: | /s/ Henry Monzon |
| | | Name: | Henry Monzon |
| | | Title: | Chief Executive Officer (Principal Executive Officer) |
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