Item 7.01 Regulation FD Disclosure
On January 3, 2023, Nocturne and Cognos issued a joint press release
(the “Press Release”) announcing the execution of the Merger Agreement. The Press Release is attached hereto as Exhibit
99.1 and incorporated by reference herein.
The information in this Item 7.01 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Nocturne under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language
in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in
this Item 7.01.
Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking
statements” within the meaning of the Securities Act and the Exchange Act. Statements that are not historical facts, including statements
about the pending Merger between Nocturne and Cognos and the transactions contemplated thereby, and the parties’ perspectives and
expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction,
including the anticipated cash available at the closing of the Merger; the anticipated use of the combined company’s cash and cash
equivalents; the benefits of the proposed transaction; integration plans; the combined company’s projected financial information
and anticipated future financial condition and results of operations; Cognos’ business strategy, commercial operating plans, product
development plans; and the expected timing of the transactions related to the Merger. The words “expect,” “believe,”
“estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking
statements are not guarantees of future performance and are subject to various risks, uncertainties and assumptions (including assumptions
about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially
from those indicated or anticipated.
These forward-looking statements are subject to a number of risks and
uncertainties, including the risks that: Cognos, an early stage company, may not become profitable for many years; potential customers
may withdraw from negotiations and indications of interest with Cognos; Cognos may fail to manage growth effectively; Cognos’ indebtedness
could increase its vulnerability to adverse economic and industry conditions, limit its ability to obtain additional financing, require
the dedication of a substantial portion of its cash flow from operations to service its indebtedness, limit its flexibility in planning
for, or reacting to, changes in its business and place Cognos at a competitive disadvantage; Cognos may not be able to secure government
approvals and authorizations for its products; there may not be a viable market for Cognos’ products; Cognos may fail to gain market
share from its competitors; there could be a decrease in the availability or an increase in the price of raw materials needed by Cognos
in the production of its products; changes in federal, state and local government laws, regulations and policies could have a negative
impact on Cognos; Cognos may be unable to fund and make investments in developing intellectual property and other proprietary information
to improve and scale its products; Cognos may have to defend against claims of intellectual property infringement; Cognos’ information
technology systems may fail as Cognos’ business grows; Cognos may fail to retain key personnel or attract additional highly skilled
employees; Cognos and Nocturne may be unable to successfully or timely consummate the Merger, including as a result of any regulatory
approvals that are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company
or the expected benefits of the Merger or if any requisite approvals by either Cognos’ or Nocturne’s equityholders is not
obtained; and the Merger may not result in the anticipated benefits; as well as the risks discussed in Nocturne’s final prospectus
dated March 30, 2021 under the heading “Risk Factors,” and other documents Nocturne has filed, or will file, with the SEC,
including the registration statement on Form S-4 to be filed by Nocturne in connection with the Merger (the “Registration Statement”),
which will include a proxy statement/prospectus. These risks and uncertainties may be amplified by the ongoing COVID-19 pandemic, which
has caused and may continue to cause significant economic uncertainty. If any of these risks materialize or underlying assumptions prove
incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that neither Nocturne nor Cognos presently know, or that Cognos or Nocturne currently believe are immaterial, that could also cause
actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Nocturne’s
and Cognos’ expectations, plans, or forecasts of future events and views as of the date of this Current Report on Form 8-K. Nocturne
and Cognos anticipate that subsequent events and developments will cause Nocturne’s and Cognos’ assessments to change. Accordingly,
you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date
they were made, and Nocturne, Cognos and their affiliates undertake no obligation to update forward-looking statements to reflect events
or circumstances after the date they were made except as required by law or applicable regulation.
Additional Information and Where to Find It
A full description of the terms of the Merger Agreement, including
the domestication and the Merger, will be provided in the Registration Statement. Nocturne urges its investors, stockholders and other
interested persons to read, when available, the Registration Statement as well as other documents filed with the SEC because these documents
will contain important information about Nocturne, Cognos and the Merger. After the Registration Statement is declared effective, the
definitive proxy statement/prospectus to be included in the Registration Statement will be mailed to stockholders of Nocturne as of a
record date to be established for voting on the proposed Merger. Once available, stockholders will also be able to obtain a copy of the
Registration Statement, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing
a request to Nocturne Acquisition Corporation, 3 Germay Drive, Unit 4 #1066 Wilmington, DE, 19804, Attention Thomas Ao. The preliminary
and definitive proxy statement/prospectus to be included in the Registration Statement, once available, can also be obtained, without
charge, at the SEC’s website (www.sec.gov).
Participants in Solicitation
Nocturne, Cognos and their respective directors and officers may be
deemed to be participants in the solicitation of proxies from Nocturne’s stockholders in connection with the proposed Merger. Information
about Nocturne’s directors and executive officers and their ownership of Nocturne’s securities is set forth in Nocturne’s
filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants
in the proposed business combination may be obtained by reading the Registration Statement when it becomes available. You may obtain free
copies of these documents as described in the preceding paragraph.
Safe Harbor Statement
This Current Report on Form 8-K is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute
an offer to sell or a solicitation of an offer to buy the securities of Nocturne, the combined company or Cognos, nor shall there be any
sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act.