SEC Comment Letter 0000000000-23-008559 to Nocturne Acquisition Corp (CIK 0001837344)
Nocturne Acquisition Corp (CIK 0001837344)
Date: Aug. 7, 2023 · CIK: 0001837344 · Accession: 0000000000-23-008559
AI Filing Summary & Sentiment
File numbers found in text: 001-40259
Letter
United States securities and exchange commission logo August 7, 2023 Thomas Ao Chief Financial Officer Nocturne Acquisition Corp P.O. Box 25739 Santa Ana, CA 92799 Re:Nocturne Acquisition Corp Form 10-K for the fiscal year ended December 31, 2022 Filed May 26, 2023 File No. 001-40259 Dear Thomas Ao: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the fiscal year ended December 31, 2022 Exhibits 31.1 and 31.2, page 35 1.We note the language in the certifications filed do not conform exactly to the language set forth in Item 601(b)(31)(i) of Regulation S-K. Specifically, we note the exclusion of internal control over financial reporting language within paragraph 4(b). Please amend your periodic reports to revise your certifications to conform exactly to the language set forth in Item 601(b)(31)(i) of Regulation S-K. Please also refer to Regulation S-K C&DI 246.13. In closing, 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. You may contact Jeffrey Lewis at (202) 551-6216 or Kristi Marrone at (202) 551-3429 with any questions.
FirstName LastNameThomas Ao Comapany NameNocturne Acquisition Corp August 7, 2023 Page 2 FirstName LastName Thomas Ao Nocturne Acquisition Corp August 7, 2023 Page 2 Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
August 7, 2023
Thomas Ao
Chief Financial Officer
Nocturne Acquisition Corp
P.O. Box 25739
Santa Ana, CA 92799
Re:Nocturne Acquisition Corp
Form 10-K for the fiscal year ended December 31, 2022
Filed May 26, 2023
File No. 001-40259
Dear Thomas Ao:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Exhibits 31.1 and 31.2, page 35
1.We note the language in the certifications filed do not conform exactly to the language set
forth in Item 601(b)(31)(i) of Regulation S-K. Specifically, we note the exclusion of
internal control over financial reporting language within paragraph 4(b). Please amend
your periodic reports to revise your certifications to conform exactly to the language set
forth in Item 601(b)(31)(i) of Regulation S-K. Please also refer to Regulation S-K C&DI
246.13.
In closing, 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.
You may contact Jeffrey Lewis at (202) 551-6216 or Kristi Marrone at (202) 551-3429
with any questions.
FirstName LastNameThomas Ao
Comapany NameNocturne Acquisition Corp
August 7, 2023 Page 2
FirstName LastName
Thomas Ao
Nocturne Acquisition Corp
August 7, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction