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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

Date
December 31, 2022
Author
/s/
Form
CORRESP
Company
Nocturne Acquisition Corp (CIK 0001837344)

Letter

Cira Centre

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

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

Show Raw Text
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