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October 27, 2023
Henry Monzon
Chief Executive Officer
Nocturne Acquisition Corporation
P.O. Box 25739
Santa Ana, CA 92799
Re:Nocturne Acquisition Corporation
Amendment No. 1 to Registration Statement on Form S-4
Filed October 4, 2023
File No. 333-273986
Dear Henry Monzon:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 11, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Background of the Business Combination
Negotiation Process with Cognos, page 92
1.We note your revised disclosure in response to previous comment 26 that "Economics
Partners used the “Asset Approach-Cost Method” and the “Option Pricing Method” in
arriving at their valuation." Please expand on this statement to briefly explain the two
methods used as well as any material assumptions underlying the valuations.
2.We note disclosures throughout this section that refer to review done by a "technical due
diligence" team. Please revise to describe the work performed by the technical due
diligence team and the members which compose of such team.

 FirstName LastNameHenry Monzon
 Comapany NameNocturne Acquisition Corporation
 October 27, 2023 Page 2
 FirstName LastNameHenry Monzon
Nocturne Acquisition Corporation
October 27, 2023
Page 2
Opinion of the Company's Financial Advisor, page 98
3.We note your response to previous comment 30 and re-issue the comment. Annex F to the
Registration Statement still appears to be omitted. Please revise to include a copy of the
full opinion.
Discounted Cash Flow Analysis, page 102
4.We note your response to prior comment 34 and the new disclosures related to the
projections provided by Cognos management. Expand your disclosure to specifically
describe all the referenced material assumptions, including the operating expenses
and clinical budget provided by Cognos management.
5.Please explain how Cognos determined the potential market and how they used it to
project revenue. To the extent Cognos relied on the third-party market study performed by
MCRA, please clearly state this and explain any material assumptions underlying the
estimates in the MCRA study.
6.Disclose the significant assumptions underlying projected revenue growth and explain
why it is reasonable to include projections of ten years.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 137
7.We note the expanded disclosures you provided in response to prior comments 6 and
40. Please further expand the disclosure to clarify the number of options and warrants
outstanding as of the most recent balance sheet date that are in-the-money. Also, clarify
what will happen with the outstanding options and warrants that are out-of-the-money,
whether there are any remaining vesting conditions along with any accounting
implications.
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 150
8.We note the expanded disclosures you provided in response to prior comment 50. Please
further expand the disclosures to include the number of shares that are anti-dilutive by
type of security. Refer to ASC 260-10-50-1.c. for guidance.
Conflicts of Interest, page 167
9.We note your response to previous comment 63 and your statement that "The conflict of
interest described above did not prevent our directors and officers from presenting
appropriate acquisition targets to Nocturne during our search for a company with which to
complete a business combination." Please also note whether this potential conflict of
interest otherwise impacted your search for an acquisition target outside of presenting
appropriate acquisition targets to Nocturne.
Information About Cognos

 FirstName LastNameHenry Monzon
 Comapany NameNocturne Acquisition Corporation
 October 27, 2023 Page 3
 FirstName LastName
Henry Monzon
Nocturne Acquisition Corporation
October 27, 2023
Page 3
Business Strategy, page 181
10.We note your revised disclosure in response to previous comment 58. Please expand on
this disclosure to note the expected timing for the completion of the pre-clinical proof of
concept animal study.
Manufacturing, page 181
11.We note your revised disclosure in response to previous comment 59. Please add risk
factor disclosure regarding the fact that you are substantially dependent on third-parties
for the raw materials that are incorporated into your pumps. Please file your agreement
with the Fraunhofer Institute as an exhibit to the Registration Statement or explain why
you are not required to do so.
General
12.We note the disclosure on page 181 that a third-party market study performed by MCRA,
LLC and commissioned by Cognos estimated the combined treatment market for these
three diagnoses in the United States at approximately $15.8 billion per year, comprised of
approximately $6 billion for LC, approximately $8 billion for pancreatic cancer and
approximately $1.8 billion for glioblastoma. Please include a consent of MCRA, LLC
pursuant to Rule 436 of the Securities Act as an exhibit to your registration statement.
            Please contact Tracey Houser at 202-551-3736 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Yang Wang, Esq.