Correspondence 0001213900-23-078059 from Nocturne Acquisition Corp (CIK 0001837344)
Nocturne Acquisition Corp (CIK 0001837344)
Date: Sept. 20, 2023 · CIK: 0001837344 · Accession: 0001213900-23-078059
AI Filing Summary & Sentiment
File numbers found in text: 001-40259
Referenced dates: August 7, 2023
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CORRESP
1
filename1.htm
Cira
Centre
2929
Arch Street
Philadelphia,
PA 19104-2808
+1
215 994 4000 Main
+1
215 994 2222 Fax
www.dechert.com
Yang
Wang
Yang.Wang@dechert.com
+852
3518 4732 Direct
+852
3518 4783 Fax
September
20, 2023
Re:
Nocturne Acquisition Corporation
Form 10-K for the year ended December 31, 2022 Filed
May 26, 2023
Form 10-Q for the quarterly period ended March 31,
2023 Filed June 23, 2023
Form 10-Q for the quarterly period ended June 30,
2023 Filed August 21, 2023
File No. 001-40259
Ladies
and Gentlemen:
This
letter is being submitted on behalf of Nocturne Acquisition Corporation (the “Company”) in response to the comment
of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Form 10-K for the year ended December 31, 2022 filed on May
26, 2023 (the “Form 10-K”) and with respect to the Company’s Form 10-Q for the quarterly periods ended March
31 and June 30, 2023 filed on June 23 and August 21, 2023, respectively (each a “Form 10-Q”), as set forth in your
letters dated August 7, 2023 and September 5, 2023, respectively (the “Comment Letters”).
The
text of the Comment Letters has been reproduced herein with a response below the numbered comment. Defined terms used herein but not
otherwise defined shall have the meaning set forth in the Form 10-K or Form 10-Q, unless otherwise specified.
The
responses provided herein are based upon information provided to Dechert LLP by the Company.
Form
10-K for the year ended December 31, 2022
Exhibits
31.1 and 31.2, page 35
1. We
note the language in the certifications filed do not conform exactly to the language set
forth in Item 601(b)(31)(i) of Regulation S-K. Specifically, we note the exclusion of internal
control over financial reporting language within paragraph 4(b). Please amend your periodic
reports to revise your certifications to conform exactly to the language set forth in Item
601(b)(31)(i) of Regulation S-K. Please also refer to Regulation S-K C&DI 245.13.
RESPONSE:
We respectfully advise the Staff that the Company has filed an amendment to the Annual Report on Form 10-K for the year ended December 31,
2022, that includes certifications that conform exactly to the language set forth within Item 601(b)(31)(i) of Regulation S-K.
September
20, 2023
Page
2
Form
10-Q for the quarterly period ended June 30, 2023
Exhibits
31.1 and 31.2, page 23
1. As
previously noted, the language in the certifications filed in Forms 10-Q for the periods
ended March 31 and June 30, 2023 does not conform to the language set forth in item 601(b)(31)(i)
of Regulation S-K. Specifically, the internal control over financial reporting language within
the introductory sentence of paragraph 4 and paragraph 4(b0 has been excluded. Please amend
your quarterly reports to revise the certifications to conform exactly to the language set
forth in Item 601(b)(31)(i) of Regulation S-K. Also refer to Regulation S-K C&DI 245.13.
RESPONSE:
We respectfully advise the Staff that the Company has filed amendments to the Quarterly Report on Forms 10-Q for the quarterly period
ended March 31 and June 30, 2023, that includes certifications that conform exactly to the language set forth within Item 601(b)(31)(i)
of Regulation S-K.
*
* *
If
you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not
hesitate to contact Yang Wang at 852-3518-4732 or Yang.Wang@dechert.com
Sincerely,
/s/
Yang Wang
Dechert
LLP
cc:
Jeffrey
Lewis
Kristi
Marrone
Securities
and Exchange Commission
Thomas
Ao
Henry
Monzon
Nocturne
Acquisition Corporation