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:
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
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