SecProbe.io

CORRESP
1
filename1.htm

October 4, 2023

VIA
EDGAR

Tracey
Houser

Jeanne
Baker

Conlon
Danberg

Lauren
Nguyen

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office of Industrial Applications and Services

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Nocturne
                                            Acquisition Corporation

                                            Registration Statement on Form S-4

                                            Filed August 14, 2023

File
No. 333-273986

Dear
Mr. Newberry:

This
letter is in response to the comments of the staff of the United States Securities and Exchange Commission (the “Staff”)
contained in your letter dated September 11, 2023, regarding the Registration Statement on Form S-4 (the “Registration Statement”),
which was filed by Nocturne Acquisition Corporation (the “Company”) with the United States Securities and Exchange
Commission (the “Commission”) on August 14, 2023.

The
Company has filed today Amendment No. 1 to the Registration Statement (“Amendment No. 1”) together with this letter
via EDGAR correspondence. For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the
comment in the Comment Letter, the text of which we have incorporated into this response letter in italicized type, and which is followed
by the Company’s response. Unless otherwise indicated, all page references in the responses are to page numbers in Amendment No.
1. Capitalized terms used herein but not defined shall have the meanings ascribed to them in Amendment No. 1.

Registration
Statement on Form S-4, filed August 14, 2023

Cover
Page

 1. Comment:
                                            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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of the proxy statement/prospectus
included as part of Amendment No. 1 in response to the Staff’s comment.

Ms. Houser

Ms. Baker

Mr. Danberg

Ms. Nguyen

October 4, 2023

Page 2

Risk
Factors

Overview,
page 8

 2. Comment:
                                            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
                                            public offering.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 8 of Amendment No. 1 in response to the Staff’s comment.

Our
Sponsor, directors, officers, advisors and their affiliates may elect to purchase public shares from public shareholders..., page 9

 3. Comment:
                                            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.

Response: The Company acknowledges
the Staff’s comment and has deleted the disclosure on pages 9 and 10 of Amendment No. 1 in response to the Staff’s comment.
The Staff is advised that none of the Company’s officers, directors or their respective affiliates will engage in any public market
or private purchases of the Company’s securities prior to the Special Meeting.

Risk
Factors

The
SEC has recently issued proposed rules to regulate special purpose acquisition companies…, page 14

 4. Comment:
                                            Please revise to update the risk disclosure since you did not complete an initial business
                                            combination by March 29, 2023.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 13 of Amendment No. 1 in response to the Staff’s comment.

Ms. Houser

Ms. Baker

Mr. Danberg

Ms. Nguyen

October 4, 2023

Page 3

Risk
Factors

Nocturne
shareholders will experience immediate dilution..., page 22

 5. Comment:
                                            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.

Response:
The Company acknowledges the Staff’s comment and respectfully notes that the Company has provided a sensitivity analysis on the
ownership interests under a range of redemption scenarios in the Risk Factors section. The ownership interests under the “mid-point
redemption scenario” can be calculated as long as the maximum number of shares redeemed and the minimum number of shares redeemed
are known, without the necessity to trace back to the pro forma financial information.

Article
11-02(a)(10) of Regulation S-X states that, if the transaction is structured in such a manner that significantly different results
may occur, the registrant is to provide additional pro forma presentations which give effect to the range of possible results. However,
Regulation S-X does not stipulate the number of results that should be presented. The Company believes its current presentation
of a minimum redemption scenario and a maximum redemption scenario in the Unaudited Pro Forma Condensed Financial Information complies
with Article 11-02 of Regulation S-X.

 6. Comment:
                                            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.

Response: The
Company acknowledges the Staff’s comment and has included footnote disclosure to the table to indicate how the additional 228,430
shares to include for Cognos stockholders were calculated on pages 23, 24, 55, 56 and 138 of Amendment No. 1 in response to the
Staff’s comment. Such footnote disclosure explains that, based on a common exchange ratio of 0.30586 and the treasury method of
accounting, a total of 181,567 shares of Combined Company Common Stock will be issued to the holders of 4,549,784 Cognos Options and a
total of 46,863 shares of Combined Company Common Stock will be issued to the holders of 570,153 Cognos Warrants.

Ms. Houser

Ms. Baker

Mr. Danberg

Ms. Nguyen

October 4, 2023

Page 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. Comment:
                                            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
                                            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.

Response: The Company acknowledges
the Staff’s comment and has revised its footnote disclosures to the ownership tables on pages 23, 24, 55, 56 and 138 of Amendment
No. 1 to specify that 291,262 shares are issuable to Maxim Partners as a portion of their success fee in connection with the consummation
of the Business Combination in response to the Staff’s comment. In addition, the Company has revised its disclosure on page 143
of Amendment No. 1 in response to the Staff’s comment.

 8. Comment: 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 each
of (i) the $120.0 million valuation under the merger agreement, (ii) the $124.4 million valuation based on the Comparable Public Company
Analysis in Newbridge’s fairness opinion and (iii) the $147.7 million valuation based on the Discounted Cash Flow Analysis in Newbridge’s
fairness opinion.

Response: The Company acknowledges
the Staff’s comment and has added the disclosures on page 23 of Amendment No. 1 to state the aggregate and per share implied valuation
of the 16.2% stake based on each of (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, each in response to the Staff’s
comment.

Ms. Houser

Ms. Baker

Mr. Danberg

Ms. Nguyen

October 4, 2023

Page 5

 9. Comment:
                                            Please revise to define the term “Maximum Contractual Redemptions” after the
                                            first instance the term is used.

Response: The Company acknowledges
the Staff’s comment and has added the definition of the term “Maximum Contractual Redemptions” on page 23 of Amendment
No. 1 in response to the Staff’s comment.

We
may not be able to complete the Business Combination should the Business Combination be subject to any potential review..., page 23

 10. Comment:
                                            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.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 25 of Amendment No. 1 in response to the Staff’s comment.

How
has the announcement of the Business Combination affected the trading price of the public shares?, page 52

 11. Comment:
                                            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.”

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 54 of Amendment No. 1 in response to the Staff’s comment.

What
will Cognos shareholders receive in the Business Combination?, page 52

 12. Comment:
                                            Revise
                                            to disclose the approximate number of shares of Nocturne common stock that Cognos shareholders
                                            will receive in the Business Combination.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 54 of Amendment No. 1 in response to the Staff’s comment.

Ms. Houser

Ms. Baker

Mr. Danberg

Ms. Nguyen

October 4, 2023

Page 6

What
equity stake will current Nocturne shareholders and Cognos shareholders hold in the Combined Company immediately after the Closing?,
page 53

 13. Comment:
                                            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 assumptions.

Response: The Company acknowledges
the Staff’s comment and has (i) added footnote disclosure to the tables on pages 23, 24, 55, 56 and 138 of Amendment No. 1 to clarify
that the figures in such tables reflect the issuance of one-tenth (1/10) of one ordinary share for each public right upon consummation
of the Business Combination and (ii) revised the disclosure on pages 23, 24, 55, 56 and 138 of Amendment No. 1 to disclose the impact
of other significant sources of dilution, which sources include the Cognos Options and the Cognos Warrants,
each in response to the Staff’s comment.

Questions
and Answers

What
happens to the funds deposited in the trust account after completion of the Business Combination?, page 54

 14. Comment:
                                            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,