Form 425 - Prospectuses and communications, business combinations
2024年1月5日 - 4:21AM
Edgar (US Regulatory)
Filed by Nocturne Acquisition Corporation
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Nocturne Acquisition Corporation
Commission File No.: 333-273986
Date: January 4, 2024
Subject: Nasdaq Listing Update
Dear Fellow Shareholders,
I am delighted to provide you with an update
on the progress of Cognos Therapeutics, Inc. (“Cognos”) as we move closer to our objective of becoming a publicly traded company
listed on the Nasdaq Stock Market LLC (“Nasdaq”). Over the past few weeks, we have achieved significant milestones, and I
am eager to share these developments with you.
On December 29, 2023, the Securities and Exchange
Commission (the “SEC”) declared Nocturne Acquisition Corporation’s (“Nocturne”) Form S-4 registration statement
(the “Registration Statement”) effective. The SEC’s declaration of the effectiveness of the Registration Statement is
a significant milestone, as it enables Cognos to progress towards becoming a publicly traded company on Nasdaq.
In addition to the above
achievement, several crucial actions must be completed before the business combination can close. Among these actions, I consider the
following to be the most significant:
| ● | Nocturne
will need to convene a shareholders’ meeting and distribute the proxy statement to its shareholders to obtain their approval for
the business combination. |
| ● | Cognos
must secure majority shareholder approval and, in accordance with Delaware law, inform its shareholders that the business combination
has been approved. |
| ● | Cognos
must finalize its Nasdaq listing application, which has already been submitted, and await Nasdaq’s approval for Cognos to be listed
on Nasdaq. |
| ● | Our
investment banker, Maxim Group LLC, continues to actively solicit PIPE investors, and we anticipate receiving our first term sheets as
soon as next week. Chardan Capital Markets LLC is also continuing to pursue the PIPE capital raise, and they have informed us that Cognos
should expect to receive a term sheet from their investors. Furthermore, Nocturne plans to reach out to its existing public shareholders
for the benefit of whom Nocturne still holds approximately $20 million in its trust account to encourage them to refrain from further
redemptions of funds held in trust. |
In summary, I expect
that the action items mentioned above will fall into place over the next two months. Furthermore, I expect that the business combination
between Nocturne and Cognos should close, and that the combined company’s shares should commence trading on Nasdaq, by the end of
February or early March.
We remain committed to
achieving our goals and creating value for our shareholders. Thank you for your continued support.
Frank Adell
CEO
Forward-Looking Statements
This communication contains certain “forward-looking
statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities
Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about the Merger between Nocturne and
Cognos, the Merger Agreement, the transactions contemplated thereby and the parties’ perspectives and expectations, are forward-looking
statements. The words “expect,” “believe,” “estimate,” “intend,” “plan” and
similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and
are subject to various risks, uncertainties and assumptions (including assumptions about general economic, market, industry and operational
factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
These forward-looking statements are subject to
a number of risks and uncertainties, including the risk that Cognos and Nocturne may be unable to successfully or timely consummate the
Merger, including as a result of any regulatory approvals that are not obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the combined company or the expected benefits of the Merger, that approval by the stockholders of Cognos or
Nocturne may not be obtained, that the Merger may not result in the benefits anticipated by Nocturne and Cognos, as well as the risks
discussed in Nocturne’s final prospectus dated March 30, 2021 under the heading “Risk Factors,” and in other documents
Nocturne has filed, or will file, with the SEC, including the Registration Statement, which includes a proxy statement/prospectus. If
any of these risks materialize or underlying assumptions prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that neither Nocturne nor Cognos presently know, or that Cognos or
Nocturne currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Nocturne’s and Cognos’ expectations, plans, or forecasts of future
events and views as of the date of this communication. Nocturne and Cognos anticipate that subsequent events and developments will cause
Nocturne’s and Cognos’ assessments to change. Accordingly, you are cautioned not to place undue reliance on these forward-looking
statements. Forward-looking statements relate only to the date they were made, and Nocturne, Cognos and their affiliates undertake no
obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by
law or applicable regulation.
Additional Information
About the Business Combination and Where to Find It
A full description of
the terms of the Merger Agreement is provided in the Registration Statement. Nocturne urges its investors, stockholders and other
interested persons to read the final Registration Statement as well as other documents filed with the SEC because these documents will
contain important information about Nocturne, Cognos and the Merger. Now that the Registration Statement has been declared effective,
the definitive proxy statement/prospectus included therein will be mailed to stockholders of Nocturne as of December 29, 2023, the record
date established for voting on the proposed Merger. Stockholders are also able to obtain a copy of the Registration Statement, including
the proxy statement/prospectus, and other documents filed with 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).
Participants in the
Solicitation
Nocturne, Cognos and
their respective directors and officers may be deemed to be participants in the solicitation of proxies from Nocturne’s stockholders
in connection with the proposed business combination. Information about Nocturne’s directors and executive officers and their ownership
of Nocturne’s securities is set forth in Nocturne’s filings with the SEC. Additional information regarding the interests of
those persons and other persons who may be deemed participants in the proposed business combination may be obtained by reading the Registration
Statement. You may obtain free copies of these documents as described in the preceding paragraph.
Non-Solicitation
This communication is
not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Nocturne, the combined company
or Cognos, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the Securities Act.
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