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November 28, 2023
Henry Monzon
Chief Executive Officer
Nocturne Acquisition Corporation
P.O. Box 25739
Santa Ana, CA 92799
Re:Nocturne Acquisition Corporation
Amendment No. 2 to Registration Statement on Form S-4
Filed November 13, 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 October 27, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4, filed November 13, 2023
Discounted Cash Flow Analysis, page 106
1.We note your response to prior comment 4 and related new disclosures. Please revise to
disclose the rationale for assuming varying clinical budgets for 2023, 2024 and 2025
while assuming operating expenses remain constant for the same period.
2.We note your new disclosure stating that "projections of ten years are an industry
standard for a DCF Analysis." Revise to clarify the industry and state whether this is a
belief of management. Please also balance your disclosure related to the use of ten year
projections here by noting the uncertainty related to longer projections. For example, you
disclose at page 114 that “Since the financial projections cover multiple years, such
information by its nature becomes less reliable with each successive year.”
3.We note the disclosure that "Newbridge relied on the Financial Projections prepared by

 FirstName LastNameHenry Monzon
 Comapany NameNocturne Acquisition Corporation
 November 28, 2023 Page 2
 FirstName LastName
Henry Monzon
Nocturne Acquisition Corporation
November 28, 2023
Page 2
the Cognos management team that took into consideration, potential timing of U.S. FDA
approval of its lead product, a commercialization and sales schedule, a clinical
development budget, and certain capital raise assumptions." Please revise to clarify
whether the referenced statement is referring to the assumptions used in the MCRA study
or revise to disclose the respective referenced assumptions.
Intellectual Property, page 194
4.We note your new disclosure that "[t]he Fraunhofer Institute has licensed certain
intellectual property to us, and we are obligated to pay the Fraunhofer Institute a royalty
fee on sales of products incorporating the licensed IP in certain territories, with a
minimum license fee of EURO 35,000 per annum." Please expand on this description to
include all the material terms of the license agreement, including a description of the
intellectual property covered by the agreement, the term of the license and any termination
provisions. Additionally, please file the license agreement with the Fraunhofer Institute as
an exhibit to the registration statement or explain why you are not required to do so.
Exhibit Index, page II-4
5.We note that the opinions filed as Exhibits No. 5.1 and 8.1 to the Registration Statement
appear to be unsigned. Please revise to include signed copies of the opinions.
General
6.We note your response to previous comment 12 and reissue the comment. Your response
states that information regarding the third party market study performed by MCRA has
been removed from the referenced "Market Opportunity" section on page 193. However,
we note that there are still various references throughout the prospectus to the market
study performed by MCRA which you commissioned. As such, 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.