SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Nocturne Sponsor, LLC (Last) (First) (Middle) C/O NOCTURNE ACQUISITION CORPORATION 7244 CARRIZO DRIVE (Street) LA JOLLA, CA 92037 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/23/2021	3. Issuer Name and Ticker or Trading Symbol Nocturne Acquisition Corp [ MBTCU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	2,875,000(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares represent ordinary shares of Nocturne Acquisition Corporation (the "Company"), held by Nocturne Sponsor, LLC (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the Company. The ordinary shares owned by the reporting person include up to 375,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the Company's securities do not exercise in full their over-allotment option as described in the Company's registration statement.

2. Henry Monzon, Chief Executive Officer and Chairman of the Company, and Ka Seng (Thomas) Ao, Chief Financial Officer and Director of the Company, are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held directly by the Sponsor. As such, Messrs. Monzon and Ao may be deemed to have indirect beneficial ownership of ordinary shares held directly by the Sponsor. Messrs. Monzon and Ao disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein.

	/s/ Henry Monzon, as Managing Manager of Nocturne Sponsor, LLC	03/23/2021
	/s/ Ka Seng (Thomas) Ao, as Managing Manager of Nocturne Sponsor, LLC	03/23/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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