Item 7.01 Regulation FD Disclosure
This Current Report on Form 8-K (the “Current Report”)
is being filed solely to provide additional information and updates regarding the disclosure made by Nocturne Acquisition Corporation,
a special purpose acquisition company incorporated as a Cayman Islands exempted company (“Nocturne”), in its Proxy
Statement Supplement, dated March 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”), as
of such date (the “Proxy Supplement”).
As indicated in the Proxy Supplement, Nocturne has determined to take certain
actions with respect to the funds in its trust account in order to mitigate the risk that Nocturne could be deemed to be operating as
an unregistered investment company under the Investment Company Act of 1940, as amended. Consistent with that determination, Nocturne
has, effective as of April 3, 2023, opened an interest-bearing Demand Deposit Account (the “DDA”)
with Continental Stock Transfer & Trust Company (“Continental”), and has
now instructed Continental, in its capacity as trustee of the trust account, to transfer the funds contained in the trust account to the
DDA, effective as of immediately after the occurrence of the Extension (as described in the Proxy Supplement), which was approved by Nocturne’s
shareholders at the extraordinary general meeting of shareholders held on April 3, 2023 (the “Special
Meeting”). Nocturne expects to disclose the final voting results, quorum details, and other information about the Special
Meeting and the Extension in a subsequent Current Report on Form 8-K filing to be filed on or before April 7, 2023.
Nocturne further discloses that, as of the close of business on April 3,
2023, holders of Nocturne’s public shares (as defined in the Proxy Supplement) have elected to redeem a total of 907,550 ordinary
shares, each having a par value of US$0.0001 (each, an “ordinary share”),
of Nocturne in connection with the Extension and the Special Meeting, out of a total of 5,324,080 ordinary shares and 1,984,080 public
shares outstanding, in each case, as of March 3, 2023, the record date for the Special Meeting.
By way of reminder, if any Nocturne public shareholders wish to make redemption
requests or withdraw previously submitted redemption requests, such shareholders may do so by submitting their requests to Continental
Stock Transfer & Trust Company, Nocturne’s transfer agent, at Continental Stock Transfer& Trust Company, One State Street
Plaza, 30th Floor, New York, NY 10004, Attn: SPAC Redemption Team, E-mail: spacredemptions@continentalstock.com, by 5:00 p.m. Eastern
Time, on April 5, 2023.
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 previously announced, pending merger (the “Merger”) between Nocturne
and Cognos Therapeutics, Inc., a Delaware corporation (“Cognos”), the transactions
contemplated thereby and the parties’ perspectives and expectations, are forward-looking statements. 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 risk that 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, that approval by the stockholders of Cognos or Nocturne may not be obtained, that the
Merger may not result in the benefits anticipated by Nocturne and Cognos, as well as the risks discussed in Nocturne’s final prospectus
dated March 30, 2021 under the heading “Risk Factors,” and in 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 proposed initial business combination
(the “Registration Statement”), which will include a proxy statement/prospectus.
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 that certain Agreement and Plan of Merger
and Reorganization, dated December 30, 2022, by and among Nocturne, Cognos, and Nocturne Merger Sub, Inc., a Delaware corporation and
a wholly owned subsidiary of Nocturne, in connection with the proposed Merger will be provided in the Registration Statement to be filed
by Nocturne with the SEC, which will include a prospectus with respect to the combined company’s securities to be issued in connection
with the Merger and a proxy statement with respect to the stockholder meeting of Nocturne to vote on the Merger. 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 business combination.
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 of 1933, as amended.