UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date of report (Date of earliest event reported):~~SECURITIES ~~February~~EXCHANGE ~~22,~~ACT ~~2024~~OF 1934

~~NOCTURNE~~Date of ~~ACQUISITION~~Report ~~CORPORATION~~(Date of earliest event reported): March 19, 2024

NOCTURNE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter)

Cayman Islands		001-40259		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IIRS.~~R.S.~~ Employer Identification ~~Number~~No.)

P.O. Box 25739~~, Santa Ana, CA 92799~~

Santa Ana, CA 91799

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) ~~935~~953-0312

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share, $0.0001 par value and one right	MBTCU	The Nasdaq Stock Market LLC
Units, each consisting of one Ordinary Share, par value $0.0001, and one right	MBTCU	The Nasdaq Stock Market LLC
Ordinary shares included as part of Units	MBTC	The Nasdaq Stock Market LLC
Ordinary Shares included as part of the Units	MBTC	The Nasdaq Stock Market LLC
Rights included as part of the Units	MBTCR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3 8.0301. ~~Material~~Other ~~Modification to Rights of Security Holders~~Events.

OnThe ~~February~~extraordinary ~~22,~~general ~~2024,~~meeting ~~Nocturne~~of ~~Acquisition~~the ~~Corporation,~~shareholders aof ~~special~~Nocturne ~~purpose~~Acquisition ~~acquisition~~Corporation ~~company incorporated as a Cayman Islands exempted company~~ (~~the~~ “~~Company~~Nocturne”) ~~held~~or ~~an extraordinary general meeting (~~the “~~Meeting~~Company”)~~. At the Meeting, the Company’s~~ ~~shareholders~~to ~~approved~~vote anon ~~amendment to~~ the ~~Company’s~~proposed ~~Amended~~business ~~and~~combination ~~Restated~~with ~~Memorandum~~Cognos ~~and~~Therapeutics, ~~Articles~~Inc. of(“Cognos,” ~~Association~~such (merger, the “~~Charter”~~Merger,” and such ~~amendment~~meeting, the “~~NTA~~Extraordinary ~~Requirement~~General ~~Amendment~~Meeting”) tooriginally ~~delete:~~scheduled ~~(i)~~for ~~the~~Tuesday, ~~limitations~~January ~~that~~30, ~~the~~2024, ~~Company~~has ~~shall~~been ~~not consummate~~postponed afurther ~~business~~to ~~combination~~April ~~(as~~2, ~~defined~~2024 inat ~~the~~9:00 ~~Charter)~~a.m. ifEastern itTime ~~would cause~~ (the ~~Company’s net tangible assets (~~“~~NTAs~~Postponed Meeting”) to. beThe ~~less~~Postponed ~~than~~Meeting ~~$5,000,001;~~will ~~and~~be ~~(ii)~~held ~~the limitations that the Company shall not redeem or repurchase its ordinary shares in an amount~~virtually. ~~that~~The ~~would cause the~~ Company’s ~~NTAs~~plans to becontinue ~~less~~to ~~than~~solicit ~~$5,000,001~~proxies ~~following~~from ~~such~~shareholders ~~redemptions~~during ~~or repurchases, as applicable. The NTA Requirement Amendment became effective on February 22, 2024, upon approval by~~ the ~~Company’s~~period ~~shareholders~~prior atto the Postponed Meeting.

~~The~~Cautionary ~~foregoing~~Note ~~description~~Regarding isForward-Looking ~~qualified in its entirety by reference to the NTA Requirement Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.~~Statements

~~Item~~Statements contained 5in this Current Report on Form 8-K that are not historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended.~~03.~~ ~~Amendments~~Forward-looking statements generally relate to ~~Articles~~future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of ~~Incorporation~~these words or ~~Bylaws;~~other ~~Change~~similar interms ~~Fiscal~~or ~~Year~~expressions that concern the Company’s expectations, strategy, plans or intentions. Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.

~~The information set forth in Item 3.03 is incorporated~~Additional ~~herein~~Information byand ~~reference~~Where to ~~this~~Find ~~Item 5.03.~~It

~~Item~~A full 5description of the terms of that certain Agreement and Plan of Merger and Reorganization, dated December 30, 2022 (as further amended), by and among Nocturne, Cognos, and Nocturne Merger Sub, Inc.07, a Delaware corporation and a wholly owned subsidiary of Nocturne, in connection with the proposed Merger is provided in the Registration Statement on Form S-4 (File No. ~~Submission~~333-273986), which includes a prospectus with respect to the combined company’s securities to be issued in connection with the Merger and a proxy statement with respect to the Extraordinary General Meeting to vote on the Merger. The definitive proxy statement/prospectus included in the Registration Statement has been mailed to stockholders of ~~Matters~~Nocturne as of the record date of December 29, 2023. Stockholders are also able to obtain a ~~Vote~~copy of the ~~Security~~Registration ~~Holders~~Statement, including the proxy statement/prospectus, and other documents filed with the Securities and Exchange Commission (the “SEC”) without charge, by directing a request to Nocturne Acquisition Corporation, P.O Box 25739, Santa Ana, CA 92799, Attention Thomas Ao. The preliminary and definitive proxy statement/prospectus included in the Registration Statement can also be obtained, without charge, at the SEC’s website (www.sec.gov).

At the Meeting, an aggregate of 3,769,200 ordinary shares of the Company, which represents a quorum of the outstanding ordinary shares entitled to vote as of the record date of December 29, 2023 (the “Record Date”), were represented in person or by proxy at the Meeting.1

AtParticipants ~~the~~in ~~Meeting, the Company’s shareholders voted on the following proposal, which was approved:~~Solicitation

~~(1)~~Nocturne, ~~The~~Cognos ~~NTA~~and ~~Requirement~~their ~~Amendment~~respective ~~Proposal~~directors -and Aofficers ~~proposal~~may tobe ~~amend,~~deemed byto ~~special~~be ~~resolution,~~participants in the ~~Company’s~~solicitation ~~Amended~~of ~~and~~proxies ~~Restated~~from ~~Memorandum~~Nocturne’s ~~and~~stockholders ~~Articles~~in ofconnection ~~Association~~with ~~(as amended) (our “charter”) to delete: (i)~~ the ~~limitations~~proposed ~~that the Company shall not consummate a~~ business combination. ~~(as~~Information ~~defined~~about inNocturne’s ~~the~~directors ~~charter)~~and ifexecutive itofficers and ~~would~~their ~~cause~~ownership ~~the~~of ~~Company~~Nocturne’s ~~net~~securities ~~tangible~~is ~~assets~~set ~~(“NTAs”)~~forth toin ~~be less~~Nocturne’s ~~than~~filings ~~$5,000,001;~~with ~~and (ii)~~ the ~~limitations~~SEC. ~~that~~Additional information regarding the ~~Company~~interests ~~shall~~of ~~not~~those ~~redeem~~persons orand ~~repurchase~~other ~~its~~persons ~~ordinary~~who ~~shares~~may inbe andeemed ~~amount~~participants ~~that~~in ~~would cause~~ the ~~Company’s~~proposed ~~NTAs~~business tocombination may be ~~less~~obtained by ~~than~~reading ~~$5,000,001~~the ~~following~~Registration ~~such~~Statement ~~redemptions~~when orit ~~repurchases,~~becomes asavailable. ~~applicable~~You ~~(the~~may ~~“NTA Requirement”~~obtain ~~and~~free ~~such~~copies ~~proposal~~of ~~the~~these ~~“NTA~~documents ~~Requirement~~as ~~Amendment~~described ~~Proposal”)~~in the preceding paragraph.

For		Against		Abstain
3,769,199		1		0

Safe Harbor Statement  

~~The~~This ~~Company~~Current ~~had~~Report ~~solicited~~on ~~proxies~~Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in ~~favor~~respect of the potential transaction and shall not constitute an ~~adjournment~~offer ~~proposal~~to ~~which~~sell ~~would~~or ~~have~~a ~~given~~solicitation ~~the~~of ~~Company~~an ~~authority~~offer to ~~adjourn~~buy the ~~Meeting~~securities toof ~~solicit~~Nocturne, ~~additional~~the ~~proxies.~~combined Ascompany or Cognos, nor shall there ~~were~~be ~~sufficient~~any ~~shares~~sale ~~voted~~of any such securities in ~~favor~~any ofstate ~~the~~or ~~NTA~~jurisdiction ~~Requirement~~in ~~Amendment~~which such ~~Proposal~~offer, ~~this~~solicitation, ~~proposal~~or sale would be unlawful prior to registration or qualification under the securities laws of such state or ~~was~~jurisdiction. ~~not~~No ~~voted~~offer ~~upon~~of atsecurities shall be made except by means of a prospectus meeting the ~~Meeting~~requirements of the Securities Act.

InItem ~~connection with the Meeting, shareholders holding 621 public shares (representing approximately 0~~9.~~03%~~01. ofFinancial ~~the~~Statements ~~Company’s outstanding public shares~~ and ~~approximately 0~~Exhibits.~~01% of the Company’s outstanding ordinary shares generally as of the Record Date) exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account.~~

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description of Exhibits
3.1		Certified Amendment to Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1SIGNATURES

~~SIGNATURE~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NOCTURNE ACQUISITION CORP.

	By:	/s/ Henry Monzon
		Name:	Henry Monzon
		Title:	Chief Executive Officer and Director

Date: March 19, 2024

~~NOCTURNE ACQUISITION CORPORATION~~3

By: /s/ Ka Seng (Thomas) Ao Name: Ka Seng (Thomas) Ao Title: Director & Chief Financial Officer

Dated: February 28, 2024

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