United States securities and exchange commission logo
February 13, 2024
Henry Monzon
Chief Executive Officer
Nocturne Acquisition Corporation
P.O. Box 25739
Santa Ana, CA 92799
Re: Nocturne
Acquisition Corporation
Post-effective
Amendment No. 1 to Registration Statement on Form S-4
Filed February 12,
2024
File No. 333-273986
Dear Henry Monzon:
We have reviewed your
post-effective amendment and have the following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Post-effective Amendment No. 1 to Registration Statement on Form S-4
filed February 12, 2024
Explanatory Note, page i
1. We note your disclosure
regarding Amendment No. 2 to the Merger Agreement and your
statement that the
amendment is attached as Annex A-3. Annex A-3 appears to be blank in
the filing. Please
revise the annex to include a copy of the amendment.
2. We note your disclosure
that on January 27, 2024, Nocturne, Cognos and Helena Partners
Inc. entered into an
engagement letter and initial term sheet, both of which are subject to
the execution and
delivery of definitive documentation, pursuant to which Cognos may
issue to an affiliate
of Helena senior unsecured notes convertible into shares of common
stock of the Combined
Company. Please disclose whether the initial term sheet is legally
binding or enforceable
prior to the execution and delivery of definitive documentation. If
not, and to the extent
material, please include risk factor disclosure discussing the risk that
the Helena Investment
may not be completed on the disclosed terms or at all.
3. Please file a copy of
the initial term sheet for the Helena Investment as an exhibit to the
Henry Monzon
FirstName LastNameHenry Monzon
Nocturne Acquisition Corporation
Comapany13,
February NameNocturne
2024 Acquisition Corporation
February
Page 2 13, 2024 Page 2
FirstName LastName
Registration Statement or tell us why you are not required to do so.
4. We note descriptions of the Transfer Agreement among Cognos, certain
shareholders and
Helena, and the Amended and Restated Sponsor Forfeiture Agreement
among Nocturne,
the Sponsor, Cognos and certain Cognos shareholders. Please file the
form agreements as
exhibits to the Registration Statement or tell us why you are not
required to do so.
Risk Factors
Risks Related to Compliance with Law, Government Regulation and Litigation
If we were deemed to be an investment company under the 1940 Act, as a result
of our
ownership of Cognos..., page 48
5. We note your statement that "as of September 30, 2023, in order to
mitigate the risk that
the Company could be deemed to be operating as an unregistered
investment company
under the 1940 Act, the Company instructed Continental to liquidate
the Company s
investments in money market funds invested primarily in U.S. Treasury
securities and
thereafter to hold all funds in the Trust Account in cash or in U.S.
Treasury securities until
the earlier of the consummation of the initial business combination or
the Company s
liquidation." Because it appears that assets in your trust account may
be held in U.S.
Government securities, please disclose the risk that you could be
considered to be
operating as an unregistered investment company. Please disclose that
if you are found to
be operating as an unregistered investment company, you may be
required to change your
operations, wind down your operations, or register as an investment
company under the
Investment Company Act. Please also include disclosure with respect to
the consequences
to investors if you are required to wind down your operations as a
result of this status,
such as the losses of the investment opportunity in a target company,
any price
appreciation in the combined company, and any warrants, which would
expire worthless.
Executive Compensation of Cognos, page 229
6. Please include executive compensation disclosure for Cognos' executive
officers for the
fiscal year ended December 31, 2023. For guidance, please refer to
Items 18(a)(7)(ii) and
18(b) of Part I of Form S-4, Item 402 of Regulation S- K and Question
117.05 of the
Compliance & Disclosure Interpretations for Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at
202-551-3642 with
any other questions.
Sincerely,
Henry Monzon
Nocturne Acquisition Corporation
February 13, 2024
Page 3
FirstName LastNameHenry Monzon Division of Corporation Finance
Office of Industrial
Applications and
Comapany NameNocturne Acquisition Corporation
Services
February 13, 2024 Page 3
cc: Stephen M. Leitzell, Esq.
FirstName LastName