Current Report Filing (8-k)
06 7월 2022 - 5:06AM
Edgar (US Regulatory)
0001837344
false
00-0000000
0001837344
2022-06-30
2022-06-30
0001837344
MBTC:UnitsEachConsistingOfOneOrdinaryShare0.0001ParValueAndOneRightMember
2022-06-30
2022-06-30
0001837344
MBTC:OrdinarySharesIncludedAsPartOfUnitsMember
2022-06-30
2022-06-30
0001837344
MBTC:RightsIncludedAsPartOfUnitsMember
2022-06-30
2022-06-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 30, 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
June 30, 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 July
5, 2022 to October 5, 2022 (the “Extension”). The Extension is the second 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
July 4, 2022, Etienne Snyman tendered his resignation as member of the Board. Mr. Snyman resigned due to a disagreement with the
Company regarding the completion of the Extension.
Item 7.01
Regulation FD Disclosure.
On
July 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:
July 5, 2022
|
NOCTURNE
ACQUSITION CORPORATION |
|
|
|
|
By: |
/s/
Henry Monzon |
|
|
Name: |
Henry
Monzon |
|
|
Title: |
Chief
Executive Officer
(Principal
Executive Officer) |
2
Nocturne Acquisition (NASDAQ:MBTC)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Nocturne Acquisition (NASDAQ:MBTC)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024