SecProbe.io

CORRESP
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    Cira Centre
 2929 Arch Street
 Philadelphia, PA 19104-2808

    +1 215 994 4000 Main

    +1 215 994 2222 Fax

    www.dechert.com

    Kenneth Winterbottom

    Kenneth.Winterbottom@dechert.com

    +1 215 994 2941 Direct

    +1 215 655 2941 Fax

March 3, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Nocturne Acquisition Corporation

    Preliminary Proxy Statement on Schedule 14A

    Filed February 23, 2023

    File No. 001-40259

Ladies and Gentlemen:

This letter (this “Response Letter”)
is submitted on behalf of Nocturne Acquisition Corporation (the “Company”) in response to the oral comments received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on
March 2, 2023, relating to the Preliminary Proxy Statement on Schedule 14A filed by the Company with the Commission on February 23, 2023
(the “Proxy Statement”).

Per our discussion with the Staff, we have included
in Exhibit A to this letter an updated version of the Proxy Statement showing our proposed revised disclosure with respect to the Investment
Company Act of 1940, as amended, that the Company intends to include in the Definitive Proxy Statement to afford the Staff the ability
to review such proposed language as soon as possible.

We thank the Staff for its review of the Proxy
Statement and the opportunity to provide this response. As you know, the Company is eager to finalize the Proxy Statement as soon as possible,
and we appreciate the Staff’s assistance in helping us achieve this goal.

If you have any questions or require any additional
information, please do not hesitate to contact me at kenneth.winterbottom@dechert.com or by telephone at (215) 994-2941.

    Sincerely,

    /s/ Kenneth C. Winterbottom IV

    Kenneth C. Winterbottom IV

    of Dechert LLP

    cc:

    Henry Monzon

    Chairman and Chief Executive Officer

    Nocturne Acquisition Corporation

Exhibit A

Proposed Changes to Preliminary Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the

Securities Exchange Act of 1934

    Filed by the Registrant
    ☒

    Filed by a party other than the Registrant
    ☐

Check the appropriate box:

    ☒
    Preliminary Proxy Statement

    ☐
    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    ☐
    Definitive Proxy Statement

    ☐
    Definitive Additional Materials

    ☐
    Soliciting Material under §240.14a-12

NOCTURNE ACQUISITION CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

    Payment of Filing Fee (Check all boxes that apply):

    ☒
    No fee required

    ☐
    Fee paid previously with preliminary materials

    ☐
    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOCTURNE ACQUISITION CORPORATION

3 Germay Drive, Unit 4 #1066

Wilmington, DE 19804

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON APRIL 3, 2023

TO THE SHAREHOLDERS OF NOCTURNE ACQUISITION CORPORATION:

You are cordially invited to
attend the extraordinary general meeting of Nocturne Acquisition Corporation (the “Company,” “we,”
“us” or “our”), to be held at 9:00 a.m. Eastern Time, on April 3, 2023,
or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Special
Meeting”). The Special Meeting will be held virtually, at https://www.cstproxy.com/nocturneacquisition/2023. For
the purposes of the Company’s articles of association, the physical place of the meeting will be 7244 Carrizo Drive, La Jolla, CA 92037.
At the Special Meeting, the shareholders will consider and vote upon the following proposals:

1.  A proposal, by special resolution, to amend (the “Extension Amendment”)
the Company’s Amended and Restated Memorandum and Articles of Association (as amended) (our “charter”)
to extend the date by which the Company shall consummate a business combination (as defined below) (the “Extension”)
from April 5, 2023 (which date reflects several previous extensions since the Company’s initial public offering of units (the
“IPO”)) to the Outside Date (as defined below) (the “Extension Amendment Proposal”).

“Outside Date”
shall mean October 5, 2023; provided that, in the event that the Company has not consummated a business combination by October 5,
2023, the Board may, without any approval of the Company’s shareholders, extend the Outside Date up to three (3) times (with
each such extension being upon five (5) days’ advance notice), each by one additional month (for a total of up to three additional months)
until January 5, 2024.

2.  A proposal, by ordinary resolution, to approve the adjournment of the Special Meeting to
a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient
votes to approve the Extension Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension, or
(ii) if the Board determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the proposals
(the “Adjournment Proposal”).

Each of the Extension Amendment
Proposal, and the Adjournment Proposal is more fully described in the accompanying proxy statement. You will be able to attend and participate
in the Special Meeting online by visiting https://www.cstproxy.com/nocturneacquisition/2023. Please see “Questions and
Answers about the Special Meeting — How do I attend the Special Meeting?” for more information.

The Company reserves the right
at any time to cancel the Special Meeting (by means of adjourning the Special Meeting sine die) and not to submit to its shareholders
any of the proposals. In the event the Special Meeting is cancelled, the Company will liquidate and dissolve in accordance with its charter.

THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL, AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.

The sole purpose of the Extension
Amendment Proposal is to provide the Company with sufficient time to consummate its pending, previously announced business combination
(the “business combination”) with Cognos Therapeutics, Inc. (“Cognos”), pursuant to
that certain Merger Agreement, dated December 30, 2022, between the Company and Cognos (the “Merger Agreement”)
the Board believes that there will not be sufficient time before the current deadline in the Company’s charter, April 5, 2023,
to complete the initial business combination (the “Combination Period”). Accordingly, our Board believes that
the Extension is necessary in order to be able to consummate the business combination. Therefore, our Board has determined that it is
in the best interests of our shareholders to extend the date by which the Company must consummate the business combination to the Outside
Date in order to provide our shareholders with the opportunity to participate in the prospective investment. The purpose of the Adjournment
Proposal is to allow the Company to adjourn the Special Meeting to a later date or dates if we determine that additional time is necessary
(i) to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment
Proposal or if we determine that additional time is necessary to effectuate the Extension or (ii) if the Board determines before the Special
Meeting that it is not necessary or no longer desirable to proceed with the proposals.

The Extension Amendment Proposal
must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of
at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to
vote at the Special Meeting, vote at the Special Meeting. Approval of the Extension Amendment Proposal is a condition to the implementation
of the Extension.

The Adjournment Proposal must
be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary
shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at
the Special Meeting.

Our Board has fixed the close
of business on March [3], 2023 as the record date for determining the Company’s shareholders entitled to receive notice of and vote
at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s ordinary shares on that date are entitled
to have their votes counted at the Special Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote
at the Special Meeting will be available for ten days before the Special Meeting at the Company’s principal executive offices
for inspection by shareholders during ordinary business hours for any purpose germane to the Special Meeting.

In connection with the Extension
Amendment Proposal, holders of the ordinary shares (which are defined as ordinary shares of a par value of US$0.0001 in the share capital
of the Company) that were issued as part of the units issued in the Company’s IPO and the units offered in the IPO (the “public
units,” and such ordinary shares, the “public shares,” and the holders — other
than Nocturne Sponsor, LLC, a Delaware limited liability company (“Sponsor”), shareholders immediately prior
to the consummation of the IPO (“founders,” and shares held by the founders prior to the consummation
of the IPO, “founder shares”), any person appointed to hold an office in the Company (“officers”)
or elected to serve as a director of the Company (“directors”) — of the public shares, the “public
shareholders”) may elect to redeem their public shares for a per share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account established by the Company in connection with its IPO (the “trust account”)
as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest shall
be net of taxes payable), divided by the number of then outstanding public shares (the “Election”), regardless
of whether such public shareholders vote on the Extension Amendment Proposal. However, the Company may not redeem our public shares in
an amount that would cause our net tangible assets to be less than $5,000,001. If the Extension Amendment Proposal is approved by the
requisite vote of shareholders, holders of public shares that do not make the Election will retain the opportunity to have their public
shares redeemed in conjunction with the consummation of the business combination, subject to any limitations set forth in our charter,
as amended. In addition, public shareholders who do not make the Election would be entitled to have their public shares redeemed for cash
if the Company has not completed the business combination by the Outside Date.

If the Extension
Amendment Proposal is approved, our Sponsor, or its designee, has agreed to deposit into the trust account an advance of $80,000
each month starting on April 5, 2023, the current end date of the Combination Period, and payable on the 5 day of each
subsequent month until the earlier of the Outside Date or our successful consummation of the business combination. These payments
are being deposited as interest-free loans to be repaid by the Company (either in cash or by the issuance of units, as described
below) upon the consummation of the business combination. However, our Sponsor, or its designee, has agreed that the loans will be
forgiven if the Company is unable to consummate a business combination, except to the extent of any funds held outside of the trust
account. No funds from the trust account would be used to repay such loans in the event of our liquidation. Under our charter and in
accordance with our IPO prospectus and the registration statement with respect to our IPO, which was declared effective on
March 29, 2021, if the Company is forced to liquidate at the end of the Combination Period (whether or not the Extension
Amendment Proposal is approved), 100% of the then-outstanding public shares will be eligible for redemption by their holders at a
per-share price equal to the amount then on deposit in the trust account (including interest net of taxes payable and less up to
$100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares. The advances
are conditioned upon the implementation of the Extension Amendment Proposal and will not occur if the Extension Amendment Proposal
is not approved or the Extension is not completed. The amount of the advances will not bear interest and will be repayable by the
Company to our Sponsor or its designees upon consummation of the business combination. At the option of the Sponsor, a portion or
all of the total loan amount may be converted into units at a price of $10.00 per unit, which units will be identical to the private
placement units. If our Sponsor or its designee advises the Company that it does not intend to make the advances, then the Extension
Amendment Proposal and the Adjournment Proposal will not be put before the shareholders at the Special Meeting, and we will
liquidate and dissolve in accordance with our charter. Our Sponsor or its designees will have sole discretion to decide whether to
continue extending for additional calendar months until the Outside Date and if our Sponsor determines not to continue
extending for additional calendar months, its obligation to make additional advances will terminate.

The Company estimates that
the per share price at which the public shares may be redeemed will be approximately $____________ at the time of the Special Meeting.
The closing price of the Company’s ordinary shares on the Nasdaq Stock Market LLC (“Nasdaq”) on March
[3], 2023, the record date of the Special Meeting, was $____________. Accordingly, if the market price were to remain the same until the
date of the Special Meeting, exercising redemption rights would result in a public shareholder receiving approximately $____________ per
share more than if such shareholder sold the public shares in the open market. The Company cannot assure public shareholders that they
will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated
above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

If the Extension Amendment
Proposal is not approved and the Company does not consummate the business combination within the Combination Period, as contemplated by
our IPO prospectus and in accordance with our charter, the Company will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available
funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including any interest earned on the trust account deposits (which interest shall be net of taxes payable
and after setting aside up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shar