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September 11, 2023
Henry Monzon
Chief Executive Officer
Nocturne Acquisition Corporation
P.O. Box 25739
Santa Ana, CA 92799
Re:Nocturne Acquisition Corporation
Registration Statement on Form S-4
Filed August 14, 2023
File No. 333-273986
Dear Henry Monzon:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4, filed August 14, 2023
Cover Page
1.We note your disclosure that "Cognos will apply for listing, to be effective at the time of
the Business Combination, of the Combined Company Common Stock on the Nasdaq..."
We also note that conditional approval for listing on Nasdaq is a closing condition for the
transactions. Please disclose whether you will file the initial listing application for the
Combined Company prior to mailing the proxy statement to Nocturne shareholders.
Risk Factors
Overview, page 8
2.You refer the reader to a Final Prospectus on Form 424(b)(4) filed on April 1, 2021.
Please revise to clarify that you are referring to the Final Prospectus of the SPAC's initial

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public offering.
Our Sponsor, directors, officers, advisors and their affiliates may elect to purchase public shares
from public shareholders..., page 9
3.We note your disclosure indicating that Nocturne’s officers and directors and/or their
affiliates may engage in public market purchases, as well as private purchases, of your
securities. Please provide your analysis on how such purchases will comply with Rule
14e-5, including whether the price offered in such purchases may be higher than the
redemption price. To the extent you are relying on Tender Offer Rules and Schedules
Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide an
analysis regarding how it applies to your circumstances.
Risk Factors
The SEC has recently issued proposed rules to regulate special purpose acquisition companies. ,
page 14
4.Please revise to update the risk disclosure since you did not complete an initial business
combination by March 29, 2023.
Risk Factors
Nocturne shareholders will experience immediate dilution..., page 22
5.We note your pro forma presentation of the ownership levels of the Combined Company
immediately following the Business Combination here and elsewhere in the Form S-4 that
includes an assumption for mid-point redemptions.  Please tell us how you determined
that this presentation is appropriate without also providing all of the presentation and
disclosure requirements in Article 11-02 of Regulation S-X.  In this regard, we did not
note inclusion of this additional scenario in the Unaudited Pro Forma Condensed
Combined Financial Information beginning on page 126.
6.Please include footnote disclosure to the table presented on page 23 to provide a
description of how you calculated the additional 278,945 shares to include for Cognos
stockholders.  In this regard, we note from your disclosures on page 22 that there will be
230,872 shares underlying the Cognos Options and the 48,073 shares underlying the
Cognos Warrants.  Address this comment for all presentations included in the Form S-4.
Risk Factors
Risks Related to the Domestication and the Business Combination
Nocturne shareholders will experience immediate dilution as a consequence of the issuance of
Nocturne Common Stock..., page 22
7.We note that your ownership table here and elsewhere in the registration statement
reflects 291,262 shares of common stock being issued to a "service provider." Similarly,
we note your disclosure on page 131 regarding an adjustment to reflect "the issuance of
291,262 shares to one service provider as compensation for services provided." Please

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identify the service provider, discuss the nature of the services provided and briefly
explain why they are being compensated through an equity issuance rather than paid in
cash. Please disclose whether these shares are subject to any lock-up period or if they will
be immediately available for re-sale upon issuance.
8.We note that, assuming no further redemptions, Nocturne public shareholders are
expected to hold a 16.1% stake in the Combined Company following the transactions. We
also note your statement on page 126 that "[t]he aggregate number of Merger
Consideration Shares will be based on a pre-money enterprise value of Cognos of
$120,000,000 and a per-share valuation of $10.30." We also note the valuations provided
by Newbridge showing valuations of Cognos ranging between $124.4 million to $147.7
million. Here or elsewhere in the registration statement, please state the aggregate and per
share implied valuation of this 16.1% stake based on (i) the $120.0 million valuation
under the merger agreement, (ii) the $124.4 million valuation from the Newbridge fairness
opinion and (iii) the $147.7 million valuation from the Newbridge fairness opinion.
9.Please revise to define the term "Maximum Contractual Redemptions" after the first
instance the term is used.
We may not be able to complete the Business Combination should the Business Combination be
subject to any potential review..., page 23
10.We note your statement that "[b]oth the Company and our Sponsor are businesses formed
in the United States and under the laws of a U.S. jurisdiction." Please clarify that Nocturne
is currently a Cayman Islands exempted company and will not be a business formed under
the laws of a U.S. jurisdiction until the domestication to Delaware is completed.
How has the announcement of the Business Combination affected the trading price of the public
shares?, page 52
11.Please revise to balance your disclosure by clarifying that there is no assurance that the
trading prices of Nocturne's securities will continue to be "trending upwardly."
What will Cognos shareholders receive in the Business Combination?, page 52
12.Revise to disclose the approximate number of shares of Noctune common stock
that Cognos shareholders will receive in the Business Combination.
What equity stake will current Nocturne shareholders and Cognos shareholders hold in the
Combined Company immediately after the Closing?, page 53
13.Please clarify if the figures in these tables reflect the issuance of one-tenth (1/10) of one
ordinary share for each public right upon consummation of the Business
Combination. Please also disclose the impact of any other significant source of dilution,
including any convertible securities or loans retained by redeeming shareholders, at each
of the redemption levels detailed in your sensitivity analysis, including any needed

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assumptions.
Questions and Answers
What happens to the funds deposited in the trust account after completion of the Business
Combination?, page 54
14.We note your statement that "After completion of the Business Combination, the funds in
the trust account will be used to pay holders of the public shares who exercise redemption
rights and, after paying the redemptions, a portion will be used to pay, as well as to pay
transaction expenses incurred in connection with the Business Combination, including
deferred IPO underwriting fees to Nocturne’s underwriters and for working capital of the
Company and its subsidiaries and general corporate purposes of the Company and its
subsidiaries. Such funds may also be used to reduce the indebtedness and certain other
liabilities of the Company and its subsidiaries." Please clarify who will be paid with a
portion of the funds. Please also clarify if you currently intend to use a portion of the
funds in the trust account to reduce indebtedness or liabilities of Nocturne. If so, please
specify which indebtedness you intend to repay. Finally, please provide an estimate of
how much cash from the trust account you expect to remain available for working capital
or general corporate purposes after taking into account all anticipated payments in
connection with the Business Combination.
Questions and Answers About the Special Meeting
What interests do Nocturne's current officers and directors have in the approval of the Proposals
and the Business Combination?, page 56
15.Revise to expand this Question & Answer by briefly describing the interests that you refer
to here.
16.Please highlight the risk that Nocturne’s Non-Redeeming Sponsor-Related
Shareholders will benefit from the completion of a business combination and may be
incentivized to complete an acquisition of a less favorable target company or on terms less
favorable to shareholders rather than liquidate.
Questions and Answers About the Special Meeting
How are the funds in the trust account currently being held?, page 61
17.The response to this question appears limited to a description of proposed regulations.
Please revise to include a description of how the funds in the trust account are currently
being held. Please also update your risk factor disclosure regarding the possibility that you
may be deemed to be an investment company under the Investment Company Act of 1940
to discuss how the funds in the trust account are currently being held and how this impacts
such risk. In this regard, we note your disclosure on page 141 that "As of August 4, 2023,
Nocturne has at least twenty million and eight hundred thousand dollars ($20,800,000) in
its trust account with Continental Stock Transfer & Trust Company (“Continental”), with
such funds invested in United States government securities or in money market funds..."

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and your disclosure on page F-7 that "In order to mitigate the risk that the Company could
be deemed to be operating as an unregistered investment company under the Investment
Company Act of 1940, as amended (as further described in the March Proxy Statement),
the Company has instructed Continental to liquidate the Company’s investments in money
market funds invested primarily in U.S. government treasury securities and thereafter to
hold all funds in the trust account in cash or in U.S. government treasury securities."
18.Here or elsewhere in the Questions and Answers, please state the per share value a
redeeming holder would receive based on the current value of the trust account.
Summary, page 64
19.Here or elsewhere in the Registration Statement, please quantify the aggregate dollar
amount and describe the nature of what the Sponsor and its affiliates have at risk that
depends on completion of a business combination. Include the current value of securities
held, loans extended, fees due, and out-of-pocket expenses for which the Sponsor and its
affiliates are awaiting reimbursement. Provide similar disclosure for the Company’s
officers and directors, if material.
20.We note that the audit opinions for Nocturne and Cognos includes paragraphs related to
substantial doubt about the ability of Nocturne and Cognos, respectively, to continue as
going concerns. Please include prominent disclosure regarding this point in the Summary
section.
21.Please expand on your summary description of Cognos to note, as discussed in the risk
factors section and elsewhere in the Registration Statement, that Cognos has a limited
operating history, currently has no products approved for commercial sale and has not
generated any significant revenue from product sales to date.
Summary
Other Agreements Related to the Merger Agreement
Sponsor Forfeiture Agreement, page 67
22.Please revise your description of the Sponsor Forfeiture Agreement to briefly explain how
the number of founder shares to be forfeited after a waiver of the Minimum Cash Amount
requirement would be calculated rather than referring to a calculation made in accordance
with the Sponsor Forfeiture Agreement.
Summary
Independent Director Oversight, page 69
23.We note your reference to a "special committee of the Nocturne Board, consisting only of
individuals who were uninterested in this potential business combination transaction and
any other potential business combination transactions." Please clarify which members of
the Nocturne Board constituted the special committee and describe the potential conflict
of interest that applied to other members of the Board. In this regard, we note that the

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"Background of the Business Combination" section only appears to refer to a special
committee formed in connection with the evaluation of Company B, a developer of
semiconductor chips designed for bitcoin mining, in which one of the Executives of
Nocturne has a controlling interest. Your revised disclosure should be clear if a separate
special committee was formed, met separately, or negotiated or approved the transaction.
If not, please clarify the role this committee played in the transaction process.
Interests of Certain Persons in the Business Combination, page 75
24.For each of the interest that may expire worthless if an initial business combination is not
completed by October 5, 2023, please revise to clarify whether such provision may be
extended if the deadline to complete an initial business combination is extended.
Background of the Business Combination
Negotiation Process with Candidates Other Than Cognos, page 85
25.Please revise your disclosure regarding the elimination of potential business combinations
with Companies A, B, C, D and E to provide the date on which such discussions were
terminated.
Background of the Business Combination
Negotiation Process with Cognos, page 86
26.We note your statement that the The Cognos LOI reflected "a pre-money enterprise value
range for Cognos of approximately $120 million." Please revise this section to disclose
how the parties arrived at this valuation, including the methodology employed in reaching
the valuation.
27.With respect to the negotiations that occurred between July 7, 2022 and July 20, 2022,
please specify the transaction share prices or range of share prices that were included in
the negotiations.
28.Please briefly summarize the material terms of the September 2, 2022 draft of the Merger
Agreement, including any provisions regarding the pre-money enterprise value range for
Cognos or transaction share price. Please include similar descriptions for subsequent
drafts of the Merger Agreement described in this section.
29.Please revise the background section to discuss the redemptions of 9,515,920 Public
Shares in October 2022. Please explain the circumstances that lead to these redemptions
and what impact the redemptions had on the negotiations with Congos.
Opinion of the Company's Financial Advisor, page 91
30.We note the disclosure that Ne