424B3 1 f424b30124_nocturne.htm PROXY STATEMENT

Filed Pursuant to Rule 424(b)(3)
Registration No
. 333-273986

PROXY STATEMENT/PROSPECTUS FOR 13,640,538 SHARES OF COMMON STOCK TO PURCHASE SHARES OF COMBINED COMPANY COMMON STOCK, IN EACH CASE OF NOCTURNE ACQUISITION CORPORATION AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED “Cognos Therapeutics Holdings, Inc.” IN CONNECTION WITH THE BUSINESS COMBINATION.

The board of directors of Nocturne Acquisition Corporation, a Cayman Islands exempted company (“Nocturne,” “we,” “our” or “us”), has unanimously approved the previously announced Agreement and Plan of Merger and Reorganization, dated as of December 30, 2022 (as amended or modified from time to time, the “Merger Agreement”), by and among Nocturne, Nocturne Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Nocturne (“Merger Sub”), and Cognos Therapeutics, Inc., a Delaware corporation (“Cognos”), which provides for, among other things, (i) the change of Nocturne’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), (ii) the merger of Merger Sub with and into Cognos, with Cognos continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, including the Domestication, the “Business Combination” and Nocturne, following the consummation of the Business Combination, the “Combined Company”) prior to the Merger and (iii) the other transactions contemplated by the Merger Agreement and documents ancillary thereto.

As described in this proxy statement/prospectus, Nocturne’s shareholders are being asked to consider and vote upon (among other things) the Business Combination. Assuming the proposals are approved, the Domestication is expected to be effectuated prior to the closing of the Business Combination (the “Closing”). The continuing entity following the Domestication will be named “Cognos Therapeutics Holdings, Inc.”.

At the effective time of the Business Combination (the “Effective Time”), by virtue of the Merger and without any action on the part of Nocturne, Merger Sub, Cognos or the holders of any of Cognos’ securities, each Nocturne Ordinary Share that is issued and outstanding as of such time shall automatically convert into one share of Nocturne Common Stock. Nocturne has applied for listing, to be effective at the time of the Business Combination, of the Combined Company Common Stock on the Nasdaq Stock Market LLC (“Nasdaq”) under the proposed ticker symbol “COGN”.

This proxy statement/prospectus provides shareholders of Nocturne with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Nocturne. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section of this proxy statement/prospectus titled “Risk Factors.”

We are not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and this proxy statement/prospectus does not constitute an offer to members of the public of our issued share capital, whether by way of sale or subscription, in the Cayman Islands. Our issued share capital has not been offered or sold, will not be offered or sold and no invitation to subscribe for our common shares will be made, directly or indirectly, to members of the public in the Cayman Islands.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated January 5, 2024 and
is first being mailed to Nocturne’s shareholders on or about
January 9, 2024.

 

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NOCTURNE ACQUISITION CORPORATION

P.O. Box 25739
Santa Ana, CA 92799
(650) 935-0312

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON JANUARY 30, 2024

TO THE SHAREHOLDERS OF NOCTURNE ACQUISITION CORPORATION:

You are cordially invited to attend the extraordinary general meeting (the “Special Meeting”) of Nocturne Acquisition Corporation (the “Company,” “Nocturne,” “we,” “us” or “our”), to be held at 9:00 a.m. Eastern Time, on January 30, 2024. The Special Meeting will be held virtually, at https://www.cstproxy.com/nocturneacquisition/2024. For the purposes of the Company’s articles of association, the physical place of the meeting will be 200 Spectrum Center Dr, Irvine, CA 92618. At the Special Meeting, the shareholders will consider and vote upon the following proposals (the “Required Proposals”):

1.      A proposal, by special resolution, to change the corporate structure and domicile of the Company by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware, and to change the name of the Company from “Nocturne Acquisition Corporation” to “Cognos Therapeutics Holdings, Inc.,” both to be effected prior to the closing (the “Closing”) of the proposed business combination transactions between the Company and Cognos Therapeutics, Inc., a corporation incorporated in the State of Delaware (“Cognos”), contemplated by that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) between the Company and Cognos (such transactions, the “Business Combination” and, such proposal, the “Domestication Proposal”).

2.      A proposal, by ordinary resolution, to approve the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including, among other things, the Business Combination (the “Transaction Proposal”).

3.      A proposal, by ordinary resolution, to approve, for purposes of complying with the applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding shares of Common Stock in connection with the Business Combination (the “Issuance Proposal”).

4.      A proposal, by special resolution, to approve and adopt the proposed Interim Certificate of Incorporation to be in effect as of the Domestication and prior to the Effective Time, and the proposed Bylaws of the Company to be in effect as of the Domestication, in the forms attached hereto as Annex B and Annex C, respectively (the “Interim Charter Proposal”).

5.      A proposal, by special resolution, to approve and adopt the proposed Certificate of Incorporation, to be in effect at the Effective Time, in the form attached hereto as Annex D (the Charter Proposal”).

6.      A proposal to approve, on a non-binding advisory basis, certain changes to the proposed Certificate of Incorporation and proposed Bylaws of the combined company on a post-closing basis based on a review of certain material differences between Nocturne’s existing organizational documents and the proposed Certificate of Incorporation and proposed Bylaws (the “Organizational Documents Proposal”).

7.      A proposal, by ordinary resolution, to approve the long-term equity incentive plan (“LTIP”) that provides for the ability to grant stock purchase rights with respect to common stock of the Combined Company (the “Combined Company Common Stock”) to employees of the Combined Company and its subsidiaries, in the form attached hereto as Annex E (the “LTIP Proposal”).

8.      A proposal, by ordinary resolution, to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposal or the LTIP Proposal, but no other proposal

 

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if the Required Proposals are approved or if we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived or (ii) if the Board determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the proposals (the “Adjournment Proposal”).

Each of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposal, the LTIP Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement/prospectus. You will be able to attend and participate in the Special Meeting online by visiting https://www.cstproxy.com/nocturneacquisition/2024. Please see “Questions and Answers about the Special Meeting — How do I attend the Special Meeting, and will I be able to ask questions?” for more information.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DOMESTICATION PROPOSAL, THE TRANSACTION PROPOSAL, THE ISSUANCE PROPOSAL, THE INTERIM CHARTER PROPOSAL, THE CHARTER PROPOSAL, THE ORGANIZATIONAL DOCUMENTS PROPOSAL, THE LTIP PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.

The sole purpose of the Domestication Proposal is to change the Company’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). In connection with the Domestication, Nocturne will change its name from “Nocturne Acquisition Corporation” to “Cognos Therapeutics Holdings, Inc.” The Board believes that it would be in the best interests of the Company to effect the Domestication to enable the Company to avoid certain taxes that would be imposed on the Combined Company if it were to conduct an operating business in the United States as a foreign corporation following the Business Combination.

In addition, the Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by the Combined Company’s officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate in Delaware and in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the manner the Company is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in Delaware and consequently its status as the state of incorporation of a majority of U.S. corporations, the Delaware courts have developed considerable expertise in dealing with corporate issues. Delaware courts have also established a substantial body of case law interpreting the Delaware General Corporate Law (the “DGCL”) and favorable public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to the Combined Company’s corporate legal affairs. The purpose of the Adjournment Proposal is to allow the Company to adjourn the Special Meeting (i) to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Domestication Proposal or if we determine that additional time is necessary to effectuate the Domestication or (ii) if the Board determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the proposals.

The Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Domestication Proposal is a condition to the implementation of the Domestication.

Each of the Interim Charter Proposal and the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.

Each of the Transaction Proposal, the Issuance Proposal, the Organizational Documents Proposal, the LTIP Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.

 

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Our Board has fixed the close of business on December 29, 2023 as the record date (the “Record Date”) for determining the Company’s shareholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s ordinary shares on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the Company’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Special Meeting.

We are providing holders of our ordinary shares (which are defined as ordinary shares of a par value of $0.0001 in the share capital of the Company) that were issued as part of the units issued in the Company’s initial public offering (the “IPO”) and the units offered in the IPO (the “public units,” and such ordinary shares, the “public shares,” and the holders — other than (1) Nocturne Sponsor, LLC, a Delaware limited liability company (“Sponsor”), (2) shareholders immediately prior to the consummation of the IPO (“founders,” and shares held by the founders prior to the consummation of the IPO, “founder shares”), or (3) any person appointed to serve as an officer of the Company (“officers”) or elected to serve as a director of the Company (“directors”) — of the public shares, the “public shareholders”) with the opportunity to elect to redeem all or a portion of their ordinary shares in connection with the Special Meeting, in accordance with our existing amended and restated memorandum and articles of association (the “A&R Memorandum and Articles”). Public shareholders may redeem their public shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by Nocturne in connection with its IPO (the “trust account”) as of two business days prior to the consummation of the Business Combination, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares (the “Election”), regardless of whether such public shareholders vote on the Required Proposals. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, if for whatever reason the Business Combination is not consummated, public shareholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed an alternative business combination by January 5, 2024 (or a date on any of the one-month increments between February 5, 2024 and July 5, 2024, if Nocturne’s shareholders approve up to five one-month extensions at the extraordinary general meeting to be held on January 2, 2024, as disclosed in Nocturne’s proxy statement, filed with the SEC on December 11, 2023).

The Company estimates that the per share price at which the public shares may be redeemed will be approximately $11.65 at the time of the Special Meeting. The closing price of the Company’s ordinary shares on the Nasdaq on December 27, 2023 was $11.67. Accordingly, if the market price were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public shareholder receiving $0.02 less per share than if such shareholder sold their public shares in the open market. The Company cannot assure public shareholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in such securities when such shareholders wish to sell their shares.

The Transaction Proposal, if adopted, will approve the Agreement and Plan of Merger and Reorganization by and between Nocturne and Cognos and the transactions contemplated thereby, including the Business Combination. You are being asked to vote on the Business Combination.

The Issuance Proposal, if adopted, will approve the issuance of more than 20% of the Company’s issued and outstanding Common Stock in connection with the Business Combination.

The Interim Charter Proposal, if adopted, will approve the proposed Interim Certificate of Incorporation (as defined below), to be in effect as of the Domestication and prior to the Effective Time, and the proposed Bylaws of the Company, to be in effect as of the Domestication.

The Charter Proposal, if adopted, will approve the proposed Certificate of Incorporation (as defined below), to be in effect at the Effective Time (as defined below).

The Organizational Documents Proposal, if adopted, will approve, on a non-binding advisory basis, certain changes to the proposed Certificate of Incorporation and proposed Bylaws of the Combined Company on a post-closing basis based on a review of certain material differences between the Company’s existing Articles of Association and A&R Memorandum and Articles (“Existing Organizational Documents”) and the proposed Interim Certificate of

 

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Incorporation (the “Interim Certificate of Incorporation”), the proposed Certificate of Incorporation (the “Certificate of Incorporation”) and the proposed Bylaws (the “Bylaws” and, together with the Certificate of Incorporation, the “Combined Company Organizational Documents”).

The LTIP Proposal, if adopted, will approve the LTIP that provides for the ability to grant stock purchase rights with respect to Combined Company Common Stock to employees of the Combined Company and its subsidiaries.

The Adjournment Proposal, if presented and adopted, will allow our Board to adjourn the Special Meeting (i) to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies. The Adjournment Proposal will be presented to our shareholders only in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Required Proposals or (ii) if the Board determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the proposals.

The Company reserves the right at any time to cancel the Special Meeting (by means of adjourning the Special Meeting sine die) and not to submit to its shareholders any of the proposals. In the event the Special Meeting is cancelled and the Business Combination is not consummated, the Company will liquidate and dissolve in accordance with its A&R Memorandum and Articles.

You are being asked to vote on the Business Combination at this time. To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting. You may tender your shares by either delivering or tendering your shares (and share certificate(s) (if any) and other redemption forms) to the transfer agent or by delivering or tendering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

After careful consideration of all relevant factors, our Board has determined that the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposal, the LTIP Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” each of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposal, the LTIP Proposal and, if presented, the Adjournment Proposal. Our Board also unanimously recommends a vote “FOR” each of the directors up for election.

Enclosed is the proxy statement containing detailed information concerning the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposal, the LTIP Proposal, the Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, the Company urges you to read these materials carefully and vote your shares.

January 5, 2024

 

By Order of the Board of Directors,

   

/s/ Henry Monzon

   

Henry Monzon

Chairman and Chief Executive Officer

Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Special Meeting. If you are a shareholder of record, you may also cast your vote virtually at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of any of the Proposals.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on January 30, 2024: This notice of meeting and the accompanying proxy statement are available for the brokers at https://www.cstproxy.com/nocturneacquisition/2024.

 

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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. ON JANUARY 26, 2024, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) Deliver or tender shares (and share certificate(s) (if any) and other redemption forms) TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

 

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PROXY STATEMENT — DATED JANUARY 5, 2024

NOCTURNE ACQUISITION CORPORATION

P.O. Box 25739
Santa Ana, CA 92799
(650) 935-0312

PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON JANUARY 30, 2024

The extraordinary general meeting (the “Special Meeting”) of Nocturne Acquisition Corporation (the “Company,” “Nocturne,” “we,” “us” or “our”), a Cayman Islands exempted company, will be held at 9:00 a.m. Eastern Time, on January 30, 2024. The Special Meeting will be held virtually, at https://www.cstproxy.com/nocturneacquisition/2024. For the purposes of the Company’s articles of association, the physical place of the meeting will be 200 Spectrum Center Dr, Irvine, CA 92618. At the Special Meeting, the shareholders will consider and vote upon the following proposals:

1.      A proposal, by special resolution, to change the corporate structure and domicile of the Company by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware, and to change the name of the Company from “Nocturne Acquisition Corporation” to “Cognos Therapeutics Holdings, Inc.,” both to be effected prior to the closing (the “Closing”) of the proposed business combination transactions between the Company and Cognos Therapeutics, Inc., a corporation incorporated in the State of Delaware (“Cognos”), contemplated by that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) between the Company and Cognos (such transactions, the “Business Combination” and, such proposal, the “Domestication Proposal”).

2.      A proposal, by ordinary resolution, to approve the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including, among other things, the Business Combination (the “Transaction Proposal”).

3.      A proposal, by ordinary resolution, to approve, for purposes of complying with the applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding shares of Common Stock in connection with the Business Combination (the “Issuance Proposal”).

4.      A proposal, by special resolution, to approve and adopt the proposed Interim Certificate of Incorporation to be in effect as of the Domestication and prior to the Effective Time, and the proposed Bylaws of the Company to be in effect as of the Domestication, in the forms attached hereto as Annex B and Annex C, respectively (the “Interim Charter Proposal”).

5.      A proposal, by special resolution, to approve and adopt the proposed Certificate of Incorporation, to be in effect at the Effective Time, in the form attached hereto as Annex D (the Charter Proposal”).

6.      A proposal to approve, on a non-binding advisory basis, certain changes to the proposed Certificate of Incorporation and proposed Bylaws of the combined company on a post-closing basis based on a review of certain material differences between Nocturne’s existing organizational documents and the proposed Certificate of Incorporation and proposed Bylaws (the “Organizational Documents Proposal”).

7.      A proposal, by ordinary resolution, to approve the long-term equity incentive plan (“LTIP”) that provides for the ability to grant stock purchase rights with respect to common stock of the combined company after the Business Combination (the “Combined Company Common Stock”) to employees of the combined company after the Business Combination (the “Combined Company”) and its subsidiaries, in the form attached hereto as Annex E (the “LTIP Proposal”).

8.      A proposal, by ordinary resolution, to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal,

 

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the Charter Proposal, the Organizational Documents Proposal or the LTIP Proposal, but no other proposal if the Required Proposals are approved or if we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived or (ii) if the Board determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the proposals (the “Adjournment Proposal”).

Our Board has fixed the close of business on December 29, 2023 as the record date for determining the Company’s shareholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s ordinary shares on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the Company’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Special Meeting.

Each of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposal, the LTIP Proposal and the Adjournment Proposal is more fully described herein. You will be able to attend and participate in the Special Meeting online by visiting https://www.cstproxy.com/nocturneacquisition/2024. Please see “Questions and Answers about the Special Meeting — How do I attend the Special Meeting, and will I be able to ask questions?” for more information.

Domestication Proposal:

The sole purpose of the Domestication Proposal is to change the Company’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Board believes that it would be in the best interests of the Company to effect the Domestication to enable the Company to avoid certain taxes that would be imposed on the Combined Company if it were to conduct an operating business in the United States as a foreign corporation following the Business Combination.

In addition, the Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by the Combined Company’s officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate in Delaware and in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the manner the Company is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in Delaware and consequently its status as the state of incorporation of a majority of U.S. corporations, the Delaware courts have developed considerable expertise in dealing with corporate issues. Delaware courts have also established a substantial body of case law interpreting the Delaware General Corporate Law (the “DGCL”) and favorable public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to the Combined Company’s corporate legal affairs. The purpose of the Adjournment Proposal is to allow the Company to adjourn the Special Meeting (i) to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Domestication Proposal or if we determine that additional time is necessary to effectuate the Domestication or (ii) if the Board determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the proposals.

The Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Domestication Proposal is a condition to the implementation of the Domestication.

We are providing holders of our ordinary shares (which are defined as ordinary shares of a par value of $0.0001 in the share capital of the Company) that were issued as part of the units issued in the Company’s initial public offering (the “IPO”) and holders of the units offered in the IPO (the “public units,” and such ordinary shares, the “public shares,” and the holders — other than (1) Nocturne Sponsor, LLC, a Delaware limited liability company (“Sponsor”), (2) shareholders immediately prior to the consummation of the IPO (“founders,” and shares held by the founders prior to the consummation of the IPO, “founder shares”), or (3) any person appointed to serve as an officer the Company (“officers”) or elected to serve as a director of the Company (“directors”) — of the public shares, the “public shareholders”) with the opportunity to elect to redeem all or a portion of their ordinary shares in connection with the

 

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Special Meeting, in accordance with our existing A&R Memorandum and Articles. Public shareholders may redeem their public shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by Nocturne in connection with its IPO (the “trust account”) as of two business days prior to the consummation of the Business Combination, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares (the “Election”), regardless of whether such public shareholders vote on the Required Proposals. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, if for whatever reason the Business Combination is not consummated, public shareholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed an alternative business combination by January 5, 2024 (or a date on any of the one-month increments between February 5, 2024 and July 5, 2024, if Nocturne’s shareholders approve up to five one-month extensions at the extraordinary general meeting to be held on January 2, 2024, as disclosed in Nocturne’s proxy statement, filed with the SEC on December 11, 2023).

Transaction Proposal:

At the Special Meeting, you will be asked to vote to approve the Agreement and Plan of Merger and Reorganization by and between Nocturne and Cognos and the transactions contemplated thereby, including the Business Combination. You are being asked to vote on the Business Combination.

Approval of the Transaction Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.

Issuance Proposal:

You will be asked to vote to approve the issuance of more than 20% of the Company’s issued and outstanding Common Stock in connection with the Business Combination for purposes of complying with the applicable Nasdaq listing rules.

Approval of the Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.

Interim Charter Proposal:

At the Special Meeting, you will be asked to approve the proposed Interim Certificate of Incorporation, to be in effect as of the Domestication and prior to the Effective Time, and the Bylaws of the Company, to be in effect as of the Domestication.

Approval of the Interim Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.

Charter Proposal:

You will be asked to vote to approve the proposed Certificate of Incorporation, to be in effect at the Effective Time.

Approval of the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.

Organizational Documents Proposal:

At the Special Meeting, you will be asked to vote to approve, on a non-binding advisory basis, certain changes to the proposed Certificate of Incorporation and Bylaws of the combined company on a post-closing basis based on a review of certain material differences between the Company’s A&R Memorandum and Articles (“Existing Organizational Documents”) and the proposed Interim Certificate of Incorporation (the “Interim Certificate of Incorporation”), the proposed Certificate of Incorporation (the “Certificate of Incorporation”) and the proposed Bylaws (the “Bylaws”).

 

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Approval of the Organizational Documents Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.

LTIP Proposal:

At the Special Meeting, you will be asked to vote to approve the long-term equity incentive plan (“LTIP”) that provides for the ability to grant stock purchase rights with respect to Combined Company Common Stock to employees of the Combined Company and its subsidiaries.

Approval of the LTIP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.

Adjournment Proposal:

The Adjournment Proposal, if presented and adopted, will allow our Board to adjourn the Special Meeting (i) to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies. The Adjournment Proposal will be presented to our shareholders only in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Required Proposals or (ii) if the Board determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the proposals.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.

Our Board has fixed the close of business on December 29, 2023 as the record date for determining the Company’s shareholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s ordinary shares on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. On the Record Date, there were 5,191,416 outstanding shares of the Company authorized to vote in the Special Meeting. The Company’s rights do not have voting rights in connection with either the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposal, the LTIP Proposal or, if presented, the Adjournment Proposal.

A complete list of shareholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the Company’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Special Meeting.

This proxy statement/prospectus contains important information about the Special Meeting and the proposals to be voted on at the Special Meeting. Please read it carefully and vote your shares.

 

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TABLE OF CONTENTS

 

Page

FREQUENTLY USED TERMS

 

1

FORWARD-LOOKING STATEMENTS

 

3

SUMMARY OF RISK FACTORS

 

5

RISK FACTORS

 

8

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

 

50

SUMMARY

 

69

THE SPECIAL MEETING

 

77

GENERAL INFORMATION

 

90

THE BUSINESS COMBINATION

 

91

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

122

THE MERGER AGREEMENT AND RELATED AGREEMENTS

 

131

REGULATORY APPROVALS RELATED TO THE BUSINESS COMBINATION

 

146

SELECTED HISTORICAL FINANCIAL DATA OF NOCTURNE

 

147

SELECTED HISTORICAL FINANCIAL DATA OF COGNOS

 

148

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

149

INFORMATION ABOUT NOCTURNE

 

166

MANAGEMENT OF NOCTURNE

 

169

NOCTURNE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

181

INFORMATION ABOUT COGNOS

 

186

COGNOS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

208

MANAGEMENT OF THE COMBINED COMPANY

 

216

EXECUTIVE COMPENSATION OF COGNOS

 

224

DESCRIPTION OF SECURITIES

 

227

COMPARISON OF SHAREHOLDER RIGHTS

 

234

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

240

BENEFICIAL OWNERSHIP OF SECURITIES

 

244

PRICE RANGE OF SECURITIES AND DIVIDENDS

 

247

PROPOSAL NO. 1 — THE DOMESTICATION PROPOSAL

 

248

PROPOSAL NO. 2 — THE TRANSACTION PROPOSAL

 

261

PROPOSAL NO. 3 — THE ISSUANCE PROPOSAL

 

262

PROPOSAL NO. 4 — THE INTERIM CHARTER PROPOSAL

 

264

PROPOSAL NO. 5 — THE CHARTER PROPOSAL

 

265

PROPOSAL NO. 6 — THE ORGANIZATIONAL DOCUMENTS PROPOSALS

 

266

PROPOSAL NO. 7 — THE LTIP PROPOSAL

 

269

PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL

 

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus:

        Business Combinationrefers to the transactions contemplated by the Merger Agreement.

        Closing Daterefers to the date on which the Business Combination is consummated.

        Company Charterrefers to the Certificate of Incorporation of the Company, dated September 30, 2020, as may be amended from time to time.

        Dechertrefers to Dechert LLP.

        EGS refers to Ellenoff Grossman & Schole LLP.

        Exchange Act refers to the Securities Exchange Act of 1934, as amended.

        IPO refers to the initial public offering of 10,000,000 units of Nocturne consummated on April 5, 2021, and the 1,500,000 units after the full exercise of the over-allotment option on April 14, 2021.

        LOIorCognos LOIrefers to the letter of intent between Nocturne and Cognos.

        Maxim refers to Maxim Group LLC.

        Maxim Partners refers to Maxim Partners LLC.

        Maxim Letter Agreementmeans that certain Letter Agreement, as amended and restated December 3, 2023, between Cognos and Maxim, providing for a success fee of $500,000 and a number of shares of Cognos Common Stock that are exchangeable for 291,262 shares of Nocturne Common Stock , and for a period of 18 months after the date of the consummation of a business combination, a right of first refusal to act as (i) Cognos’ sole underwriter and book running manager or as its sole placement agent for any and all future public and private equity and debt offerings (provided, however, that if such offering occurs on or before March 23, 2024, the Company shall offer to Maxim the right to participate in such offering as an underwriting and book running manager or as a placement agent in connection with such offering, in each case with at least 70% of the economics of such offering), and (ii) exclusive financial adviser for certain strategic transactions.

        Merger Agreement refers to that certain Agreement and Plan of Merger and Reorganization, dated December 30, 2022, by and among Nocturne, Merger Sub and Cognos, as may be amended from time to time.

        Newbridgerefers to Newbridge Securities Corporation.

        Nocturne refers to Nocturne for all times prior to consummation of the Merger, and Cognos Therapeutics Holdings, Inc. for all times after the consummation of the Merger.

        Nocturne Common Stockrefers to the common stock, par value $0.0001 per share following the Domestication.

        Nocturne Ordinary Sharesrefers to the ordinary shares of Nocturne, par value $0.0001 per share prior to the Domestication.

        Nocturne Rightrefers to rights to entitle the holder to receive one-tenth of one ordinary share at the closing of a Business Combination.

        Nocturne Unitrefers to one Nocturne Ordinary Share and one Nocturne Right sold in the IPO.

        public shareholdersmeans the holders of the ordinary shares that were issued as part of the units issued in the Nocturne’s IPO other than (1) Sponsor, (2) founders, (3) directors;

        Special Meetingrefers to the meeting of Nocturne, to be held at 200 Spectrum Center Dr., Irvine, CA 92618 and utilizing a virtual shareholder meeting format at https://www.cstproxy.com/nocturneacquisition/2024 on January 30, 2024 at 9:00 a.m. Eastern Time, and any adjournments thereof.

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        underwriter refers to Chardan Capital Markets, the underwriter in the IPO.

        US Dollars,” “$” and “USD$ refer to the legal currency of the United States.

        U.S. GAAP refers to accounting principles generally accepted in the United States.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to the Combined Company’s shareholders following the Closing are for illustrative purposes only and assume the following:

        No public shareholders of Nocturne exercise their redemption rights in connection with the Closing, and the balance of the trust account as of the Closing is approximately $21.4 million.

        No holders of Cognos Options and Cognos Warrants exercise any of the Cognos Options and Cognos Warrants and they will be assumed by Nocturne.

Trademarks and Tradenames

All trademarks, service marks and trade names in this proxy statement/prospectus are the property of their respective owners. We have omitted the ® and ™ designations, as applicable, for trademarks used in this proxy statement/prospectus.

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FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement/prospectus that are not purely historical, including statements by or about each of Nocturne Acquisition Corporation (the “Company,” “Nocturne,” “we,” “us” or “our”), a Cayman Islands exempted company, and Cognos Therapeutics, Inc., a corporation incorporated in the State of Delaware (“Cognos”), are “forward-looking statements” within the meaning of the U.S. federal securities laws.

Forward-looking statements include, but are not limited to, statements regarding the hopes, beliefs, intentions or strategies regarding the future of Nocturne, Cognos or any of their respective directors, officers or employees. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, without limitation, statements about:

        Nocturne’s ability to consummate the prospective initial business combination with Cognos (the “Business Combination”);

        potential complications, delays or other adverse ramifications attributable to the uncertainty resulting from the COVID-19 pandemic (“COVID-19”) and the current economic uncertainty and volatility in the financial markets, including as a result of the war in Ukraine;

        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the Combined Company to manage its growth and expand its business operations effectively following the consummation of the Business Combination;

        any waivers of the conditions to closing the Business Combination;

        Nocturne’s or Cognos’ expectations regarding the performance of the Combined Company following the Business Combination;

        the Combined Company’s success in retaining or recruiting key personnel following the Business Combination;

        the Combined Company’s ability to maintain its listing on, or the delisting of its securities from, the Nasdaq Stock Market LLC (“Nasdaq”) or another national securities exchange following the Business Combination;

        the Combined Company’s public securities’ potential liquidity and trading;

        the lack of a market for the Combined Company’s public securities;

        the Combined Company’s ability to procure necessary capital equipment or intellectual property rights;

        the Combined Company’s plans and expected timeline related to its products, including commercial launch and new product development timing and the period required to obtain regulatory approvals;

        the Combined Company’s plans to conduct further clinical trials and the anticipated enrollment, completion and timing thereof;

        the expected use of the Combined Company’s products by physicians and other medical practitioners;

        the use of proceeds not held in Nocturne’s trust account or available to Nocturne from interest income on the trust account balance;

        the trust account not being subject to claims of third parties; or

        Nocturne’s, Cognos’ or the Combined Company’s financial performance.

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The forward-looking statements contained in this proxy statement/prospectus are based on Nocturne’s and Cognos’ current expectations and beliefs concerning future developments and their potential effects on Nocturne, Cognos and the Combined Company. There can be no assurance that any or all of these forward-looking statements will be accurate. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Nocturne’s and Cognos’ control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in Nocturne’s Final Prospectus on Form 424(b)(4) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2021 and Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on May 26, 2023, and in Nocturne’s subsequent periodic filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of Nocturne’s or Cognos’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Neither Nocturne, Cognos nor the Combined Company undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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SUMMARY OF RISK FACTORS

In evaluating the Required Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors” below.

Risks Related to our Search for, and Consummation of or Inability to Consummate, an Initial Business Combination

        The ability of Nocturne’s Public Shareholders to exercise redemption rights may prevent Nocturne from completing the Business Combination or optimizing its capital structure.

        The Required Proposals may not be approved by our shareholders.

        If you or a “group” of Public Shareholders are deemed to hold in excess of 15% of our Public Shares, you will lose the ability to redeem all such Public Shares in excess of 15% of our Public Shares.

        If third parties bring claims against us, the proceeds held in the trust account could be reduced.

        Nocturne’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution, and we may not have sufficient funds to satisfy indemnification claims of our directors and officers.

        If, before distributing the proceeds in the trust account to our Public Shareholders, we are subject to bankruptcy or insolvency proceedings, the claims of creditors in such proceeding may have priority over the claims of our shareholders.

        If, after Nocturne distributes the proceeds in the trust account to its Public Shareholders, it becomes subject to bankruptcy or insolvency proceedings, the members of the Nocturne Board may be viewed as having breached their fiduciary duties to Nocturne’s creditors.

        A 1% U.S. federal excise tax may be imposed on us in connection with redemptions of common stock of the combined company after the Business Combination (the “Combined Company Common Stock”).

        Nocturne’s shareholders may be held liable for claims by third parties against Nocturne to the extent of distributions received by them upon redemption of their shares.

        You will not have any rights or interests in funds from the trust account in most cases.

Risks Related to the Domestication and the Business Combination

        The Domestication may result in adverse tax consequences for holders of Nocturne Ordinary Shares.

        The Combined Company may be required to undertake certain charges that could negatively effect its financial condition and its share price.

        The loss of key personnel could negatively impact the operations and profitability of the Combined Company’s business following the Business Combination.

        Some of Nocturne’s officers and directors may have conflicts of interest that may influence their decisions.

        An active, liquid trading market for the Combined Company’s securities may not develop.

        The unaudited pro forma financial information included herein may not be representative of the Combined Company’s results if the Business Combination is completed.

        During the pendency of the Business Combination, Nocturne will not be able to enter into a business combination with another party because of restrictions in the Merger Agreement.

        Nocturne and Cognos will incur significant transaction and transition costs in connection with the Business Combination, and if the conditions to the Closing are not met, the Business Combination may not occur.

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        Nocturne will not have any right to make damage claims against Cognos for the breach of any representation, warranty or covenant made by Cognos in the Merger Agreement.

        If Business Combination is not completed, your ability to protect your rights through the U.S. federal courts may be limited.

        Upon the Closing, the rights of holders of the Combined Company Common Stock will differ from and may be less favorable to the rights of holders of Nocturne Ordinary Shares.

        Following the completion of the Business Combination, the current Cognos shareholders and management team will exert significant influence over the Combined Company.

        The proposed Bylaws and Certificate of Incorporation, which will become effective following the Business Combination, will provide for a classified board of directors with staggered, three-year terms, which could make it more difficult for shareholders to replace a majority of the directors.

        Investors may not have the same benefits as an investor in an underwritten public offering.

        The Combined Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism.

        Any potential review by a U.S. government entity could prevent completion of Business Combination.

Risks Related to Cognos’ Limited Operating History, Financial Position, and Capital Requirements

        It is difficult to evaluate the success of Cognos’ business to date and to assess Cognos’ future viability.

        Cognos has incurred significant losses in recent years and anticipates that it will continue to incur losses for the foreseeable future.

        Cognos has no products approved for commercial sale.

        If Cognos is unable to raise needed capital, it would be forced to delay, reduce, or eliminate some of its programs and efforts, and raising additional capital may dilute the Combined Company’s shareholders, restrict its operations or require it to relinquish rights to its technologies or product candidates.

Risks Related to the Discovery, Development and Commercialization of Cognos’ Product Candidates

        The ongoing COVID-19 pandemic, or a similar pandemic, epidemic, or outbreak of an infectious disease, may materially and adversely affect Cognos’ business and financial results.

        Cognos may never be able to develop approved, marketable and/or commercially viable products.

        Even if Cognos receives regulatory approval for any of its product candidates, Cognos will be subject to ongoing regulatory obligations, continued regulatory review and various other healthcare related laws and regulations, which may result in significant additional expense and/or expose it to liability.

        The third-party manufacturers on whom Cognos relies may encounter difficulties in production.

        Healthcare legislative reform measures may have a material adverse effect on Cognos’ business.

Risks Related to the Discovery, Development and Commercialization of Cognos’ Product Candidates

        If Cognos is unable to obtain and maintain patent protection for Cognos’ product candidates and other proprietary technologies Cognos develops, or if the scope of the patent protection obtained is not sufficiently broad, Cognos’ competitors could develop and commercialize products and technology similar or identical to Cognos’, and Cognos’ ability to successfully commercialize Cognos’ product candidates and other proprietary technologies Cognos may develop may be adversely affected.

        Cognos may not be able to protect Cognos’ intellectual property rights throughout the world.

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        Issued patents covering product candidates Cognos may develop could be found invalid or unenforceable if challenged in court or before administrative bodies in the U.S. or abroad.

        Obtaining and maintaining Cognos’ patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by government patent agencies, and Cognos’ patent protection could be reduced or eliminated for non-compliance with these requirements.

        Changes in patent law in the U.S. or worldwide could diminish the value of patents in general, thereby impairing Cognos’ ability to protect any product candidates Cognos may develop and Cognos’ technology.

        Cognos may be subject to claims challenging the inventorship or ownership of Cognos’ patent and other intellectual property rights.

        Cognos may be subject to claims that Cognos’ employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what Cognos regards as Cognos’ own intellectual property.

        Third-party claims of intellectual property infringement, misappropriation or other violations against us or Cognos’ collaborators may prevent or delay the development and commercialization of Cognos’ products and other proprietary technologies Cognos may develop.

        Cognos may become involved in lawsuits to protect or enforce Cognos’ patents and other intellectual property rights, which could be expensive, time-consuming and unsuccessful.

        If Cognos’ trademarks and trade names are not adequately protected, then Cognos may not be able to build name recognition in Cognos’ markets of interest and Cognos’ business may be adversely affected.

Risks Related to Compliance with Law, Government Regulation and Litigation

        Nocturne’s business with various governmental entities is, and the Combined Company’s business will be, subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.

        If we are unable to protect the confidentiality of our trade secrets and know how, our business and competitive position may be harmed.

        Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

        If we were deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated.

Risks Related to the Adjournment Proposal

        If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Merger Agreement, the Nocturne Board will not have the ability to adjourn the Special Meeting to a later date in circumstances where such adjournment is necessary to permit the Business Combination to be approved.

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RISK FACTORS

You should consider carefully all of the risks described in our Final Prospectus on Form 424(b)(4) filed with the SEC on April 1, 2021 in connection with our initial public offering (such offering, the “IPO”), our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on May 26, 2023, and our subsequent periodic filings with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

Risks Related to our Search for, and Consummation of or Inability to Consummate, an Initial Business Combination

Unless the context otherwise requires, all references in this section to “Nocturne,” “we,” “us” or “our” refer to Nocturne prior to the consummation of the Business Combination and the Combined Company after the consummation of the Business Combination.

The ability of Nocturne’s Public Shareholders to exercise redemption rights with respect to the Public Shares may prevent Nocturne from completing the Business Combination or optimizing its capital structure.

Nocturne will provide the holders of its ordinary shares (which are defined as ordinary shares of a par value of $0.0001 in the share capital of Nocturne) that were issued as part of the units issued in Nocturne’s initial public offering of units (such holders, the “public shareholders,” and such shares, the “public shares”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by the Company in connection with its IPO (the “trust account”) calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Nocturne to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The per-share amount Nocturne will distribute to public shareholders who properly redeem their public shares will not be reduced by any deferred underwriting commissions Nocturne may pay to the underwriters of the IPO. There will be no redemption rights upon the completion of the Business Combination with respect to the right included in the units sold in the IPO to receive one-tenth of an ordinary share upon consummation of the Business Combination (the “public rights” and, together with rights that were purchased by our Sponsor as part of the units offered in the private placement, each such private placement unit consisting of one private placement share and one private placement right (the “private rights”), collectively, the “rights”).

Our Sponsor and each of Henry Monzon, Ka Seng (Thomas) Ao, Simon Choi, Kashan Zaheer Piracha, Derek Yiyi Feng, Ka Lok Wong and Giuseppe Mangiacotti (collectively, the “Non-Redeeming Sponsor-Related Shareholders”) have entered into a letter agreement with the Company (the “Sponsor Letter Agreement”), pursuant to which they have agreed to (i) vote any Ordinary Shares they own in favor of the Business Combination and (ii) waive their redemption rights with respect to the founder shares, private placement shares and public shares they hold or may acquire in connection with the completion of an initial business combination.

Nocturne does not know how many public shareholders will ultimately exercise their redemption rights in connection with the Business Combination. As such, the Business Combination is structured based on Nocturne’s expectations (and those of the other parties to the Merger Agreement) as to the number of shares that will be submitted for redemption.

If a larger number of public shares are submitted for redemption than we initially expected, we may need to arrange for additional debt or equity financing to provide working capital to the Combined Company following the Closing. There can be no assurance that such debt or equity financing will be available to us if we need it or, if available, the terms will be satisfactory to us. Furthermore, raising additional financing, including any potential PIPE Investment or Note Investment transactions by Nocturne (as further described below in the sections of this proxy statement/prospectus titled “Pipe Investment” and “Note Investment,” respectively) and any potential bridge financing by Cognos to cover Cognos’ liquidity needs during the interim operating period prior to the closing of the Business Combination (the “Closing”) and/or increasing the equity portion of the consideration for the Business Combination, as well as any

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settlement of the Company’s outstanding promissory notes in shares rather than cash in connection with the Closing, may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. For information on the consequences if the Business Combination is not completed or must be restructured, see the section of this proxy statement/prospectus titled “Risk Factors — Risks Related to the Domestication and the Business Combination.”

If the Business Combination is unsuccessful, you would not receive your pro rata portion of the trust account until we complete an alternate initial business combination or liquidate the trust account if we are unable to complete an initial business combination within the time period provided by our organizational documents. If you are in need of immediate liquidity, you could attempt to sell your public shares in the open market; however, at such time our public shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your public shares in the open market.

Regardless of agreement by our Sponsor and management team to vote in favor of the Business Combination, the Required Proposals may not be approved by our shareholders.

As of the Record Date, our Sponsor owns 64.3% of our issued and outstanding common stock. Our Sponsor, officers and directors also may from time to time purchase public shares prior to our initial business combination. Although the Existing Organizational Documents provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of Nocturne, certain of the proposals (such as the Domestication Proposal, the Interim Charter Proposal and the Charter Proposal) require heightened approval thresholds, such as approval by a majority of at least two-thirds of the ordinary shares which are present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting and which are voted at the Special Meeting. Our Sponsor and management team have agreed to vote in favor of the Business Combination, however, for the Required Proposals to approve in the form recommended by the Nocturne Board will require affirmative votes in support of the Required Proposals from other public shareholders representing less than 5% of the total number of outstanding shares of our common stock. Accordingly, although the agreement by our Sponsor, officers and directors to vote in favor of the Business Combination will significantly increase the likelihood that the Required Proposals will each be approved in the form recommended by the Nocturne Board, such approval is not guaranteed.

If you or a “group” of public shareholders are deemed to hold in excess of 15% of our public shares, you will lose the ability to redeem all such public shares in excess of 15% of our public shares.

The Existing Organizational Documents provide that a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares without our prior consent, which we refer to as the “Excess Shares.” However, such public shareholders’ may vote all of their public shares (including Excess Shares) for or against the Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete the Business Combination and you could suffer a material loss on your investment in Nocturne if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if Nocturne completes the Business Combination. And as a result, you will continue to hold that number of public shares exceeding 15% and, in order to dispose of such public shares, would be required to sell your public shares in open market transactions, potentially at a loss.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by public shareholders may be less than $10.10 per share.

Nocturne’s placing of funds in the trust account may not protect those funds from third-party claims against Nocturne. Although Nocturne seeks to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Nocturne’s public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with

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respect to a claim against Nocturne’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, Nocturne’s management will consider whether competitive alternatives are reasonably available to it and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of Nocturne under the circumstances, Marcum, Nocturne’s independent registered public accounting firm, and the underwriters of Nocturne’s IPO did not, and will not, execute agreements with Nocturne waiving such claims to the monies held in the trust account.

Examples of possible instances where Nocturne may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Nocturne and will not seek recourse against the trust account for any reason. Upon redemption of Nocturne’s public shares, if it is unable to complete the Business Combination, or another initial business combination, within the prescribed timeframe, or upon the exercise of the redemption rights in connection with the Business Combination, or another initial business combination, Nocturne will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.10 per public share initially held in the trust account, due to claims of such creditors. The Sponsor has agreed that it will be liable to Nocturne, if and to the extent any claims by a third party (other than Nocturne’s independent auditors) for services rendered or products sold to Nocturne, or by a prospective target business with which Nocturne has discussed entering into a transaction agreement (such as Cognos), reduce the amount of funds in the trust account to below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability is subject to certain exceptions (for example, it will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under Nocturne’s indemnity of the underwriters in our IPO against certain liabilities, and in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims). However, Nocturne has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and Nocturne believes that the Sponsor’s only assets are securities of Nocturne. Therefore, Nocturne cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the Business Combination, or another initial business combination, could be reduced. In addition, redemptions could be reduced to less than $10.10 per public share. In such event, Nocturne may not be able to complete the Business Combination, or another initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of Nocturne’s officers or directors will indemnify Nocturne for claims by third parties including, without limitation, claims by vendors or prospective target businesses.

Nocturne’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to the public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of: (i) $10.10 per public share; and (ii) such amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Nocturne’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Nocturne currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce the Sponsor’s indemnification obligations to Nocturne, it is possible that Nocturne’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If Nocturne’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to Nocturne’s public shareholders may be reduced below $10.10 per share.

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We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if: (i) we have sufficient funds outside of the trust account; or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to the public shareholders, Nocturne files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Nocturne’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Nocturne’s shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by Nocturne’s shareholders in connection with our liquidation may be reduced.

If, after Nocturne distributes the proceeds in the trust account to its public shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of the Nocturne Board may be viewed as having breached their fiduciary duties to Nocturne’s creditors, thereby exposing the members of the Nocturne Board and Nocturne to claims of punitive damages.

If, after Nocturne distributes the proceeds in the trust account to its public shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by Nocturne’s shareholders. In addition, the Nocturne Board may be viewed as having breached its fiduciary duty to Nocturne’s creditors and/or having acted in bad faith, thereby exposing itself and Nocturne to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

Changes in laws or regulations, including different or heightened rules or requirements promulgated by the SEC, or a failure to comply with any laws and regulations, may adversely affect Nocturne’s business, its ability to complete the Business Combination and its results of operations.

Nocturne is subject to laws and regulations enacted by national, regional and local governments. In particular, Nocturne is required to comply with certain SEC and other legal requirements. It is likely that Nocturne will become subject to different or heightened rules or requirements promulgated by the SEC, and Nocturne may become subject to heightened or increased scrutiny by the SEC. In addition to existing SEC staff guidance, on March 30, 2022, the SEC proposed new rules that would impose, amongst other things, specialized disclosure requirements regarding business combination transactions involving Special Purpose Acquisition Companies (“SPACs”) such as in the context of conflict of interest or use of projections, impose underwriter liability for certain participants in business combination transactions involving SPACs, render SPACs ineligible to rely on the Private Securities Litigation Reform Act for making forward looking statements, and create a specific safe harbor for SPACs not to be deemed investment companies under the Investment Company Act of 1940, as amended. Compliance with, and monitoring of, applicable laws and existing and proposed regulations may be difficult, time consuming and costly.

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A new 1% U.S. federal excise tax may be imposed on us in connection with redemptions of the Combined Company Common Stock.

On August 16, 2022, the Inflation Reduction Act of 2022 became law, which, among other things, imposes a 1% excise tax on the fair market value of certain repurchases (including certain redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations. The excise tax will apply to stock repurchases occurring in 2023 and beyond. The amount of the excise tax is generally 1% of the fair market value of the shares of stock repurchased at the time of the repurchase. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. Because we will domesticate as a Delaware corporation prior to the redemptions, and because our securities are trading on Nasdaq, we currently expect that the Combined Company may be subject to the excise tax with respect to any redemptions of the Combined Company Common Stock in connection with the Business Combination that are treated as repurchases for this purpose. The extent of the excise tax that may be incurred would depend on a number of factors, including the fair market value of the Combined Company Common Stock redeemed, the extent to which such redemptions could be treated as dividends and not repurchases, and the content of any regulations and other guidance from the U.S. Department of the Treasury that may be issued and applicable to such redemptions. In addition, issuances of stock by a repurchasing corporation in a year in which such corporation repurchases stock may reduce the amount of excise tax imposed with respect to such repurchase. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination. The Company will not use the proceeds placed in the trust account and the interest earned thereon to pay any excise taxes or any other fees or taxes similar in nature that may be imposed on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due imposed under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.

Nocturne’s shareholders may be held liable for claims by third parties against Nocturne to the extent of distributions received by them upon redemption of their shares.

If Nocturne is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it were proved that immediately following the date on which the distribution was made, Nocturne was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by Nocturne’s shareholders. Furthermore, Nocturne’s directors may be viewed as having breached their fiduciary duties to Nocturne or its creditors and/or may have acted in bad faith, thereby exposing themselves and Nocturne to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Nocturne cannot assure you that claims will not be brought against it for these reasons. Nocturne and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of Nocturne’s share premium account while it was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately $18,300 and to imprisonment for five years in the Cayman Islands.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for Nocturne to effectuate the Business Combination, require substantial financial and management resources, and increase the time and costs of completing the Business Combination.

Section 404 of the Sarbanes-Oxley Act requires that Nocturne evaluate and report on its system of internal controls beginning with its Annual Report on Form 10-K for the year ended December 31, 2022. Only in the event it is deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will Nocturne be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. For as long as Nocturne remains an emerging growth company, it will not be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. The fact that Nocturne is a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on it as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial business combination.

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You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or public rights, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those public shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our Existing Organizational Documents (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by January 5, 2024 (or a date on any of the one-month increments between February 5, 2024 and July 5, 2024, if Nocturne’s shareholders approve up to five one-month extensions at the extraordinary general meeting to be held on January 2, 2024, as disclosed in Nocturne’s proxy statement, filed with the SEC on December 11, 2023) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of our public shares if we are unable to complete an initial business combination by January 5, 2024 (or a date on any of the one-month increments between February 5, 2024 and July 5, 2024, if Nocturne’s shareholders approve up to five one-month extensions at the extraordinary general meeting to be held on January 2, 2024, as disclosed in Nocturne’s proxy statement, filed with the SEC on December 11, 2023), subject to applicable law and as further described herein. In no other circumstances will a public shareholders have any right or interest of any kind in the trust account. Holders of public rights will not have any right to the proceeds held in the trust account with respect to the public rights. Accordingly, to liquidate your investment, you may be forced to sell your public shares or public rights, potentially at a loss.

The SEC has recently issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential party to a business combination, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our business combination and may constrain the circumstances under which we could complete a business combination.

With respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in SEC filings in connection with business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its initial business combination within 24 months after the effective date of the registration statement with respect to its initial public offering. The Company’s registration statement with respect to its initial public offering was declared effective on March 29, 2021. As we did not complete an initial business combination before March 29, 2023, it is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and rights following such a transaction, and our rights would expire worthless.

Risks Related to the Domestication and the Business Combination

The Domestication may result in adverse tax consequences for holders of Nocturne Ordinary Shares

U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Considerations” below) may be subject to U.S. federal income tax as a result of the Domestication. Because the Domestication will occur immediately prior to the redemption of U.S. holders that exercise redemption rights with respect to Nocturne Ordinary Shares,

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U.S. holders exercising such redemption rights will be subject to the potential tax consequences of Section 367(b) of the Code and the potential tax consequences of the Passive Foreign Investment Company (PFIC) rules as a result of the Domestication.

As discussed more fully under the section titled “Material U.S. Federal Income Tax Considerations”, based on, and subject to, qualifications, assumptions and limitations stated therein and in the opinion included as Exhibit 8.1 hereto, the Domestication should constitute a reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a statutory conversion of a corporation holding only investment-type assets, such as Nocturne, this result is not entirely clear. If the Domestication so qualifies, U.S. holders generally should not recognize taxable gain or loss for U.S. federal income tax purposes on the Domestication. However, such U.S. holder will be subject to Section 367(b) of the Code and, as a result:

        A U.S. holder that, on the date of the Domestication, beneficially owns (actually and/or constructively) 10% or more of the total combined voting power of all of Nocturne’s classes of stock entitled to vote or 10% or more of the total value of all of Nocturne’s classes of stock will generally be required to include in income as a dividend the “all earnings and profits amount” attributable to the Nocturne Ordinary Shares it directly owns, within the meaning of applicable Treasury Regulations; and

        A U.S. holder that, on the date of the Domestication, beneficially owns (actually and/or constructively) Nocturne Ordinary Shares with a fair market value of $50,000 or more, but less than 10% of the total combined voting power of all of Nocturne’s classes of stock entitled to vote or 10% of the total value of all of Nocturne’s classes of stock, will recognize gain (but not loss) with respect to the Domestication or, in the alternative, may elect to recognize the “all earnings and profits amount” attributable to such U.S. holder as described in more detail in the section titled “Material U.S. Federal Income Tax Considerations”.

Although there is no authority directly on point given our factual situation, a U.S. holder that, on the date of the Domestication, beneficially owns (actually and/or constructively) Nocturne Ordinary Shares with a fair market value less than $50,000 generally should not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the Domestication, and generally should not be required to include any part of the “all earnings and profits amount” in income.

Additionally, proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. If finalized in their current form, those proposed Treasury Regulations may require gain recognition to U.S. holders of Nocturne Ordinary Shares upon the Domestication if (i) Nocturne was classified as a PFIC at any time during such U.S. holder’s holding period for such shares and (ii) the U.S. holder had not timely made (a) a QEF Election (as described in the section titled “Material U.S. Federal Income Tax Considerations — PFIC Considerations”) for the first taxable year in which the U.S. holder owned such shares or in which Nocturne was a PFIC, whichever is later, or (b) a mark-to-market election (as described in the section titled “Material U.S. Federal Income Tax Considerations — PFIC Considerations”) with respect to such shares. Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. holder on the undistributed earnings, if any, of Nocturne. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply.

Subsequent to the Closing, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Although Nocturne has conducted due diligence on Cognos, it cannot assure you that this diligence has identified all material issues that may be present within Cognos, that it is possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Cognos’ and outside of Nocturne’s or the Combined Company’s control will not later arise. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in it reporting losses. Even if due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Nocturne’s preliminary risk analysis. Even though these charges may be

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non-cash items and not have an immediate impact on the Combined Company’s liquidity, the fact that the Combined Company reports charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. In addition, charges of this nature may cause the Combined Company to violate net worth covenants or other covenants to which it may be subject as a result of assuming pre-existing debt held by Cognos or by virtue of it obtaining debt financing to partially finance the Business Combination or thereafter. Accordingly, any public shareholders who choose to remain shareholders of the Combined Company following the Business Combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

The Combined Company’s ability to be successful following the Business Combination will depend upon the efforts of the Combined Company Board and the Combined Company’s key personnel and the loss of such persons could negatively impact the operations and profitability of the Combined Company’s business following the Business Combination.

The Combined Company’s ability to be successful following the Business Combination will be dependent upon the efforts of the Combined Company Board and key personnel. Nocturne cannot assure you that, following the Business Combination, the Combined Company Board and the Combined Company’s key personnel will be effective or successful or remain with the Combined Company. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause the Combined Company’s management to expend time and resources becoming familiar with such requirements.

Further, uncertainty about the effect of the Business Combination on Cognos’ business, employees, customers, third parties with whom Cognos has relationships, and other third parties, including regulators, may have an adverse effect on the Combined Company. These uncertainties may impair the Combined Company’s ability to attract, retain and motivate key personnel for a period of time after the Business Combination. The departure of key employees because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the Combined Company could have a negative effect on the Combined Company’s business, financial condition or results of operations.

Some of Nocturne’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests.

The personal and financial interests of Nocturne’s Sponsor, officers and directors may influence or have influenced their motivation in identifying and selecting a target for Nocturne’s initial business combination, their support for completing the Business Combination and the operation of the Combined Company following the Business Combination.

Nocturne’s Sponsor, its directors and officers, and their respective affiliates have incurred out-of-pocket expenses in connection with performing due diligence on suitable targets for business combinations and the negotiation of the Business Combination. At the Closing, the Sponsor, its directors and officers, and their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Nocturne’s behalf, such as identifying potential target businesses and performing due diligence on suitable targets for business combinations. If a business combination is not completed prior to January 5, 2024 (or a date on any of the one-month increments between February 5, 2024 and July 5, 2024, if Nocturne’s shareholders approve up to five one-month extensions at the extraordinary general meeting to be held on January 2, 2024, as disclosed in Nocturne’s proxy statement, filed with the SEC on December 11, 2023), Nocturne’s Sponsor, directors and officers, and any of their respective affiliates will not be eligible for any such reimbursement.

Certain officers and members of Nocturne’s board of directors (the “Nocturne Board”) also participate in arrangements that may cause them to have other interests in the Business Combination that are different from yours, including, among others, arrangements for their continued service as officers or directors of the Combined Company.

Further, Nocturne’s Sponsor and each of Henry Monzon, Ka Seng (Thomas) Ao, Simon Choi, Kashan Zaheer Piracha, Derek Yiyi Feng, Ka Lok Wong and Giuseppe Mangiacotti have entered into the Sponsor Letter Agreement, pursuant to which they have agreed to (i) vote any ordinary shares they own in favor of the Business Combination and (ii) waive their redemption rights with respect to the founder shares, private placement shares and public shares they hold or may acquire in connection with the completion of an initial business combination.

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These interests, among others, may influence or have influenced the Sponsor and the officers and members of the Nocturne Board to support or approve the Business Combination. For more information concerning the interests of Nocturne’s officers and directors, see the sections of this proxy statement/prospectus titled “The Merger Agreement — Interests of Certain Persons in the Business Combination — Interests of Nocturne’s Non-Redeeming Sponsor-Related Shareholders” of this proxy statement/prospectus.

An active, liquid trading market for the Combined Company’s securities may not develop, which may limit your ability to sell such securities.

Although we intend to apply to list the Combined Company Common Stock on Nasdaq under the ticker symbol “COGN”, an active trading market for such securities may never develop or be sustained following the consummation of the Business Combination. The initial valuation of $10.30 per share may not be indicative of the market price of the Combined Company Common Stock that will prevail in the open market after the consummation of the Business Combination. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of the Combined Company Common Stock. The market price the Combined Company Common Stock may decline below $10.30 per share, and you may not be able to sell your Combined Company Common Stock at or above $10.30 per share, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing Combined Company Common Stock.

The unaudited pro forma financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of the Combined Company’s results if the Business Combination is completed.

Nocturne and Cognos currently operate as separate companies and have had no prior history as a combined entity, nor have operations previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of the Combined Company. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section of this proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from Nocturne’s and Cognos’ historical financial statements and certain adjustments and assumptions have been made regarding the Combined Company after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement/prospectus in respect of the estimated financial position and results of operations of the Combined Company.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect the Combined Company’s financial condition or results of operations following the Closing. Any potential decline in the Combined Company’s financial condition or results of operations may cause significant variations in the stock price of the Combined Company.

The opinion of Nocturne’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the consummation of the Business Combination.

The Board retained Newbridge Securities Corporation (“Newbridge”) to render a fairness opinion with respect to the Business Combination, as further described in the section titled “The Business Combination — Opinion of the Company’s Financial Advisor.” This opinion spoke as of October 26, 2022, and does not reflect the results of any changes to the operations or prospects of Cognos or any comparator companies, general market and economic conditions, or any other factors on which the fairness opinion may have been based, and the Board has not obtained, and does not intend to obtain, an updated opinion from Newbridge. Any such changes may significantly alter the value of Cognos or the Combined Company or the prices of the shares of the Combined Company after the Closing by the time the Business Combination is completed. Newbridge’s fairness opinion does not speak or purport to speak as of the

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time the Business Combination is completed or as of any date other than the date of such opinion, and therefore does not address the fairness, from a financial point of view, of the consideration to be received by Nocturne’s shareholders in the Business Combination at the time of the Closing.

In particular, it should be noted that the stock price of several of the companies similar to Cognos that Newbridge analyzed as part of the Public Company Comparable analysis (see the section titled “Comparable Public Company Analysis”) has decreased since the date of the fairness opinion, which means that the median equity value figure calculated by Newbridge as part of its analysis would likely be significantly lower if recalculated today.

Notwithstanding the foregoing, the Nocturne Board believes that it remains in the best interests of Nocturne and its shareholders to effect the Domestication and consummate the Business Combination, and the Nocturne Board’s recommendation that shareholders vote in favor of the Domestication Proposal and the Transaction Proposal (and the other related proposals described herein) at the Special Meeting is made as of the date of this proxy statement/prospectus.

During the pendency of the Business Combination, Nocturne will not be able to enter into a business combination with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

Covenants in the Merger Agreement impede the ability of Nocturne to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, Nocturne may be at a disadvantage to its competitors during that period. In addition, while the Merger Agreement is in effect, neither Nocturne nor Cognos may solicit or facilitate the making, submission or announcement of such a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to Nocturne’s shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Merger Agreement due to the passage of time during which these provisions have remained in effect. For the complete text of these terms, see Section 6.15 of the Merger Agreement.

The exercise of Nocturne’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Nocturne’s shareholders’ best interests.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require Nocturne to agree to amend the Merger Agreement, to consent to certain actions taken by Cognos (such as any potential bridge financing by Cognos to cover Cognos’ liquidity needs during the interim operating period prior to the Closing) or to waive rights that Nocturne is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Cognos’ businesses or a request by Cognos to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, it would be at Nocturne’s discretion to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for Nocturne and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the Record Date, Nocturne does not believe there will be any changes or waivers that Nocturne’s directors and executive officers would be likely to make after shareholder approval of the Merger Agreement has been obtained. While certain changes could be made without further shareholder approval, Nocturne will circulate a new or amended proxy statement/prospectus and resolicit Nocturne’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Merger Agreement.

Nocturne and Cognos will incur significant transaction and transition costs in connection with the Business Combination.

Nocturne and Cognos have both incurred and expect to continue to incur significant, nonrecurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. Nocturne and Cognos may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by Nocturne effective upon the Closing.

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If the conditions to the Merger Agreement are not met, the Business Combination may not occur.

Even if the Merger Agreement is approved by the shareholders and equity holders of Nocturne and Cognos, specified conditions must be satisfied or waived before the parties to the Merger Agreement are obligated to complete the Business Combination. Nocturne does not control the satisfaction of all of such conditions. For a list of the material closing conditions contained in the Merger Agreement, see the section of this proxy statement/prospectus titled “The Merger Agreement — Conditions to Closing.” Nocturne and Cognos may not satisfy all of the closing conditions in the Merger Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause Nocturne and Cognos to each lose some or all of the intended benefits of the Business Combination.

Nocturne will not have any right to make damage claims against Cognos for the breach of any representation, warranty or covenant made by Cognos in the Merger Agreement.

The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the closing of the Business Combination, except for (i) those covenants and agreements that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after Closing and (ii) Article VIII of the Merger Agreement and any corresponding definitions set forth in Article I of the Merger Agreement. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the closing of the Business Combination, except for covenants to be performed in whole or in part after the Closing and covenants contained in Article VIII of the Merger Agreement. As a result, Nocturne will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Cognos in articles other than Article VIII of the Merger Agreement at the time of the Business Combination.

Because Nocturne is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

Because Nocturne is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited prior to the Domestication. Nocturne is currently an exempted company under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Nocturne’s directors or officers, or enforce judgments obtained in the United States courts against Nocturne’s directors or officers.

Until the Domestication is effected, Nocturne’s corporate affairs are governed by the Existing Organizational Documents, the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to Nocturne under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Nocturne’s shareholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have judicial standing to initiate a shareholder derivative action in a federal court of the United States.

Nocturne has been advised by Maples and Calder (Cayman) LLP, its Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (a) to recognize or enforce against Nocturne judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state and (b) in original actions brought in the Cayman Islands, to impose liabilities against Nocturne predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce

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a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

The public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Nocturne Board or controlling shareholders than they would as public shareholders of a U.S. company.

Upon the Closing, the rights of holders of the Combined Company Common Stock arising under the DGCL will differ from and may be less favorable to the rights of holders of Nocturne Ordinary Shares arising under the Cayman Islands Companies Act.

Upon the Closing, the rights of holders of the Combined Company Common Stock will arise under the DGCL. The DGCL contains provisions that differ in some respects from those in the Cayman Islands Companies Act, and, therefore, some rights of holders of the Combined Company Common Stock could differ from the rights that holders of Nocturne Ordinary Shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under Delaware law. This change could increase the likelihood that the Combined Company becomes involved in costly litigation, which could have a material adverse effect on the Combined Company.

For a more detailed description of the rights of holders of the Combined Company Common Stock under the DGCL and how they may differ from the rights of holders of Nocturne Ordinary Shares under the Cayman Islands Companies Act, please see the section of this proxy statement/prospectus titled “The Domestication Proposal — Comparison of Shareholder Rights under Applicable Corporate Law Before and After Domestication.”

Delaware law and the Combined Company Organizational Documents will contain certain provisions, including anti-takeover provisions, that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.

The Combined Company Organizational Documents that will be in effect at the Closing differ from the Existing Organizational Documents. Among other differences, the Combined Company Organizational Documents and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Combined Company Board and therefore depress the trading price of the Combined Company Common Stock. These provisions could also make it difficult for shareholders to take certain actions, including electing directors who are not nominated by the then-current members of the Combined Company Board or taking other corporate actions, including effecting changes in management. Among other things, the Combined Company Organizational Documents include provisions regarding:

        the ability of the Combined Company Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without shareholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

        the limitation of the liability of, and the indemnification of, the Combined Company’s directors and officers;

        the right of the Combined Company Board to elect a director to fill a vacancy created by the expansion of the Combined Company Board or the resignation, death or removal of a director, which prevents shareholders from being able to fill vacancies on the Combined Company Board;

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        the requirement that directors may only be removed from the Combined Company Board for cause and upon the affirmative vote of the holders of at least 66⅔% of the total voting power of then outstanding the Combined Company Common Stock;

        a prohibition from and after the time the Combined Company ceases to be a controlled company under applicable Nasdaq rules, on shareholder action by written consent, which forces shareholder action to be taken at an annual or special meeting of shareholders and could delay the ability of shareholders to force consideration of a shareholder proposal or to take action, including the removal of directors;

        the requirement that a special meeting of shareholders may be called only by the Combined Company Board, the chairman of the Combined Company Board or the Combined Company’s chief executive officer or for so long as the Combined Company is a controlled company under applicable Nasdaq rules, by the secretary of the Combined Company at the request of any holder of record of at least 25% of the voting power of the issued and outstanding shares of capital stock of the Combined Company, which could delay the ability of shareholders to force consideration of a proposal or to take action, including the removal of directors;

        controlling the procedures for the conduct and scheduling of the Combined Company Board and shareholder meetings;

        the requirement for the affirmative vote of holders of at least 66⅔% of the total voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions in the Proposed Certificate of Incorporation which could preclude shareholders from bringing matters before annual or special meetings of shareholders and delay changes in the Combined Company Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

        the ability of the Combined Company’s board of directors to amend the Bylaws, which may allow the Combined Company Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and

        advance notice procedures with which shareholders of the Combined Company must comply to nominate candidates to the Combined Company Board or to propose matters to be acted upon at a shareholders’ meeting, which could preclude shareholders from bringing matters before annual or special meetings of shareholders and delay changes in the Combined Company Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Combined Company.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Combined Company Board or management.

In addition, as a Delaware corporation, the Combined Company will generally be subject to provisions of Delaware law, including the DGCL. See the section of this proxy statement/prospectus titled “Anti-Takeover Provisions.”

Any provision of the Combined Company Organizational Documents or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for shareholders to receive a premium for their shares of the Combined Company’s Common Stock and could also affect the price that some investors are willing to pay for the Combined Company Common Stock.

The Proposed Certificate of Incorporation will designate a state or federal court located within the State of Delaware as the exclusive forum for certain types of actions and proceedings between the Combined Company and its shareholders, and the federal district courts as the exclusive forum for Securities Act claims, which could limit the Combined Company’s shareholders’ ability to choose the judicial forum for disputes with the Combined Company or its directors, officers, or employees.

The Proposed Certificate of Incorporation will provide that, unless the Combined Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, or if such court does not have subject matter jurisdiction, any other court located in the State of Delaware with subject matter jurisdiction, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Combined Company,

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(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or shareholder of the Combined Company to it or its shareholders, (c) any action asserting a claim against the Combined Company or its officers or directors arising pursuant to any provision of the DGCL, the Combined Company Organizational Documents or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (d) any action to interpret, apply, enforce or determine the validity of the Combined Company Organizational Documents or any provision thereof, (e) any action asserting a claim against the Combined Company or any current or former director, officer, employee, shareholder or agent of the Combined Company governed by the internal affairs doctrine of the law of the State of Delaware or (f) any action asserting an “internal corporate claim” as defined in Section 115 of the DGCL. The Proposed Certificate of Incorporation will also provide that, unless the Combined Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act. This provision in the Proposed Certificate of Incorporation will not address or apply to claims that arise under the Exchange Act; however, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. To the extent these provisions could be construed to apply to such claims, there is uncertainty as to whether a court would enforce such provisions in connection with such claims, and shareholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any of the securities of the Combined Company will be deemed to have notice of and consented to the provisions of the Proposed Certificate of Incorporation described in the preceding paragraph. These exclusive-forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with the Combined Company or its directors, officers, or other employees, which may discourage lawsuits with respect to such claims and result in increased costs for investors to bring a claim. The enforceability of similar exclusive-forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in the Proposed Certificate of Incorporation is inapplicable or unenforceable. If a court were to find these exclusive-forum provisions to be inapplicable or unenforceable in an action, the Combined Company may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations.

Following the completion of the Business Combination, the current Cognos shareholders and management team will exert significant influence over the Combined Company and their interests may conflict with yours in the future.

Following the Business Combination, the shareholder base of the Combined Company would be comprised of a combination of Nocturne shareholders and Cognos shareholders. Specifically, the Cognos shareholders will hold approximately 62.6% of the total voting power of the Combined Company (excluding the shares underlying Cognos Options and Cognos Warrants), assuming no redemptions. Accordingly, those shareholders will have a significant degree of control over the election and removal of the directors of the Combined Company and the corporate and management policies of the Combined Company, including with respect to potential mergers or acquisitions, payment of dividends, asset sales, amendment of the Combined Company Organizational Documents and other significant corporate transactions of the Combined Company for so long as they retain significant ownership of the Combined Company Common Stock. This concentration of ownership may also delay or deter possible changes in control of the Combined Company, which may reduce the value of an investment in the Combined Company Common Stock.

The proposed Bylaws and Certificate of Incorporation provide for a classified board of directors with staggered, three-year terms, which could make it more difficult for shareholders to replace a majority of the directors.

The proposed Bylaws and Certificate of Incorporation provide for, among other things, a classified board of directors with staggered, three-year terms. This will have the effect of making it impossible for shareholders to replace the entire board of directors at one time, which will give shareholders less control over corporate and management policies of the Combined Company, including with respect to potential mergers or acquisitions, payment of dividends, asset sales, amendment of the Combined Company Organizational Documents, and other significant corporate transactions of the Combined Company. It will also significantly delay or deter possible changes in control of the Combined Company, which may reduce the value of an investment in the Combined Company Common Stock.

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Investors may not have the same benefits as an investor in an underwritten public offering.

The Combined Company will be a publicly listed company upon the completion of the Business Combination. The Business Combination is not an underwritten initial public offering of the Combined Company’s securities and differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Business Combination, investors will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a thorough due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. Investors in Nocturne and the Combined Company must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect valuation of Cognos’ business or material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on the trading day immediately following the Closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of the Combined Company’s securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of the Combined Company securities or helping to stabilize, maintain or affect the public price of the Combined Company securities following the Closing. Moreover, the Combined Company will not engage in, and has not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the Combined Company securities that will be outstanding immediately following the Closing. In addition, since the Combined Company will become public through a merger, securities analysts of major brokerage firms may not provide coverage of Cognos since there is no incentive to brokerage firms to recommend the purchase of its shares of common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on the Combined Company’s behalf. All of these differences from an underwritten public offering of the Combined Company’s securities could result in a more volatile price for the Combined Company’s securities.

In addition, the Sponsor, certain members of the Nocturne Board and its officers, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to those of holders of the Combined Company’s securities following completion of the Business Combination, and that would not be present in an underwritten public offering of the Combined Company’s securities. Such interests may have influenced the Nocturne Board in making their recommendation that Nocturne shareholders vote in favor of the approval of the Merger Agreement and the other proposals described in this proxy statement/prospectus. See also “Risk Factors — Some of Nocturne’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if the Combined Company became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

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Nocturne shareholders will experience immediate dilution as a consequence of the issuance of Nocturne Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that Nocturne’s current shareholders have on the management of the Combined Company.

The following table illustrates varying ownership levels of the Combined Company immediately following the Business Combination:

Equity Capitalization Summary

 

Assuming
Minimum
Redemptions

 

Assuming
Mid-Point
Redemptions
(1)

 

Assuming
Maximum Contractual
Redemptions
(2)

Shares

 

%

 

Shares

 

%

 

Shares

 

%

Cognos stockholders(3)

 

11,632,831

 

62.5

%

 

11,632,831

 

63.3

%

 

11,632,831

 

64.2

%

Nocturne Public Stockholders(4)

 

3,001,416

 

16.1

%

 

2,750,841

 

15.0

%

 

2,500,265

 

13.8

%

Initial Stockholders and related
parties(5)

 

3,988,267

 

21.4

%

 

3,988,267

 

21.7

%

 

3,988,267

 

22.0

%

Total common stock

 

18,622,514

 

100.0

%

 

18,371,939

 

100.0

%

 

18,121,363

 

100.0

%

____________

(1)      “Mid-Point Redemptions” means mid-point stock redemption levels reflecting approximately 86% of the 11,500,000 redeemable public shares, or approximately 9,899,160 shares, which includes the 9,515,920 shares redeemed in October 2022 and the 132,664 shares redeemed in April 2023.

(2)      “Maximum Contractual Redemptions” means maximum stock redemption levels reflecting approximately 88% of the 11,500,000 redeemable public shares, or approximately 10,149,735 shares, which includes the 9,515,920 shares redeemed in October 2022 and the 132,664 shares redeemed in April 2023. This is the maximum permitted amount of redemptions while still satisfying the conditions to the consummation of the Business Combination in the Merger Agreement.

(3)      The shares held by Cognos stockholders were calculated based on the stated $120 million pre-money enterprise value divided by the per-share valuation of $10.30 (including the 291,262 shares issuable to Maxim Partners immediately prior to the Effective Time as a portion of their success fee in connection with the consummation of the Business Combination), minus the 161,360 shares underlying the Cognos Options and the 48,080 shares underlying the Cognos Warrants, plus the 191,786 shares issuable in connection with the conversion of the bridge convertible notes upon the consummation of the Business Combination. Such 191,786 shares are excluded from the calculation of the aggregate stock consideration to be distributed to Cognos shareholders because such shares will be issued after the Business Combination has been consummated. As of September 30, 2023, Cognos had 4,066,784 options outstanding and 570,153 warrants outstanding. Based on a common exchange ratio of 0.31381 and the treasury method of accounting, a total of 161,360 shares of Combined Company Common Stock will be issued to the holders of Cognos Options and a total of 48,080 shares of Combined Company Common Stock will be issued to the holders of Cognos Warrants.

(4)      The shares held by Nocturne Public Stockholders were calculated based on (i) the 1,851,416 Public Shares issued and outstanding as of September 30, 2023, (ii) minus 250,576 shares and 501,151 shares under mid-point redemptions and Maximum Contractual Redemptions, respectively, (iii) plus the issuance of 1,150,000 shares of Combined Company Common Stock pursuant to the Rights. Such amount reflects the issuance of one-tenth (1/10) of one ordinary share of Combined Company Common Stock for each public right upon the consummation of the Business Combination.

(5)      The shares held by Initial Stockholders and related parties were calculated based on the 3,340,000 shares issued and outstanding as of September 30, 2023, plus the issuance of 601,767 shares of Nocturne Common Stock in connection with the conversion of Nocturne’s related party advances and promissory notes, plus the issuance of 46,500 shares of Combined Company Common Stock pursuant to the Rights. Such amount reflects the issuance of one-tenth (1/10) of one ordinary share of Combined Company Common Stock for each private right upon the consummation of the Business Combination.

Based on the $120 million pre-money enterprise value ascribed to Cognos under the Merger Agreement, the aggregate and per-share implied valuations of the approximate 16.1% equity stake of Nocturne’s Public Stockholders in the Combined Company after the Business Combination, assuming no further redemptions, would be approximately $19.3 million and $6.44 per share, respectively. Based on the $124.4 million implied equity value for Cognos indicated by the comparable public company analysis prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 16.1% equity stake of Nocturne’s Public Stockholders in the Combined Company after the Business Combination, assuming no further redemptions, would be approximately $20.0 million and $6.68 per share, respectively. Based on the $147.7 million valuation for Cognos indicated by the DCF Analysis (as defined below) prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 16.1% equity stake of Nocturne’s Public Stockholders in the Combined Company immediately after the Business Combination, assuming no further redemptions, would be approximately $23.8 million and $7.93 per share, respectively.

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In addition, the following table illustrates varying ownership levels in Nocturne Public Shares immediately following the consummation of the Business Combination based on the varying levels of redemptions by the Public Stockholders, on a fully diluted basis, showing full exercise and conversion of all securities that may be outstanding as of the Closing of the Business Combination, including (i) the Cognos Options and (ii) the Cognos Warrants:

Equity Capitalization Summary

 

Assuming
Minimum
Redemptions

 

Assuming
Mid-Point Redemptions
(1)

 

Assuming
Maximum Contractual Redemptions
(2)

Shares

 

%

 

Shares

 

%

 

Shares

 

%

Cognos stockholders(3)

 

11,842,271

 

62.9

%

 

11,842,271

 

63.7

%

 

11,842,271

 

64.6

%

Nocturne Public Stockholders(4)

 

3,001,416

 

15.9

%

 

2,750,841

 

14.8

%

 

2,500,265

 

13.6

%

Initial Stockholders and related
parties(5)

 

3,988,267

 

21.2

%

 

3,988,267

 

21.5

%

 

3,988,267

 

21.8

%

Total common stock

 

18,831,954

 

100.0

%

 

18,581,379

 

100.0

%

 

18,330,803

 

100.0

%

____________

(1)      Represents mid-point stock redemption levels reflecting approximately 86% of the 11,500,000 redeemable public shares, or approximately 9,899,160 shares, which includes the 9,515,920 shares redeemed in October 2022 and the 132,664 shares redeemed in April 2023.

(2)      Represents maximum stock redemption levels reflecting approximately 88% of the 11,500,000 redeemable public shares, or approximately 10,149,735 shares, which includes the 9,515,920 shares redeemed in October 2022 and the 132,664 shares redeemed in April 2023. This is the maximum permitted amount of redemptions while still satisfying the conditions to the consummation of the Business Combination in the Merger Agreement.

(3)      The shares held by Cognos stockholders were calculated based on the stated $120 million pre-money enterprise value divided by the per-share valuation of $10.30 (including the 161,360 shares underlying the Cognos Options, the 48,080 shares underlying the Cognos Warrants, and the 291,262 shares issuable to Maxim Partners immediately prior to the Effective Time as a portion of their success fee in connection with the consummation of the Business Combination), plus the 191,786 shares issuable in connection with the conversion of the bridge convertible notes upon the consummation of the Business Combination. Such 191,786 shares are excluded from the calculation of the aggregate stock consideration to be distributed to Cognos shareholders because such shares will be issued after the Business Combination has been consummated. As of September 30, 2023, Cognos had 4,066,784 options outstanding and 570,153 warrants outstanding. Based on a common exchange ratio of 0.31381 and the treasury method of accounting, a total of 161,360 shares of Combined Company Common Stock will be issued to the holders of Cognos Options and a total of 48,080 shares of Combined Company Common Stock will be issued to the holders of Cognos Warrants.

(4)      The shares held by Nocturne Public Stockholders were calculated based on (i) the 1,851,416 Public Shares issued and outstanding as of September 30, 2023, (ii) minus 250,576 shares and 501,151 shares under mid-point redemptions and Maximum Contractual Redemptions, respectively, (iii) plus the issuance of 1,150,000 shares of Combined Company Common Stock pursuant to the Rights. Such amount reflects the issuance of one-tenth (1/10) of one ordinary share of Combined Company Common Stock for each public right upon the consummation of the Business Combination.

(5)      The shares held by Initial Stockholders and related parties were calculated based on the 3,340,000 shares issued and outstanding as of September 30, 2023, plus the issuance of 601,767 shares of Nocturne Common Stock in connection with the conversion of Nocturne’s related party advances and promissory notes, plus the issuance of 46,500 shares of the Combined Company Common Stock pursuant to the Rights. Such amount reflects the issuance of one-tenth (1/10) of one ordinary share of Combined Company Common Stock for each private right upon the consummation of the Business Combination.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” and, with respect to the determination of the “Maximum Contractual Redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

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The Combined Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause the Combined Company to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the Combined Company Common Stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Combined Company Board’s attention and resources from the Combined Company’s business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to the Combined Company’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, the Combined Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters.

Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

We may not be able to complete the Business Combination should the Business Combination be subject to any potential review by a U.S. government entity, such as the Committee on Foreign Investment in the United States. As a result, the time necessary for any governmental or regulatory review or approval could prevent us from completing the Business Combination and require us to liquidate.

Certain investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”). Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations that became effective on February 13, 2020, expanded the scope of CFIUS’ jurisdiction to investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.”

Our Sponsor was formed in the United States under the laws of the State of Delaware. The Company is currently a Cayman Islands exempted company, but will become a corporation incorporated under the laws of the State of Delaware when the Domestication occurs. Our Chief Executive Officer is also a U.S. citizen who resides in the United States. However, several of our directors are non-U.S. persons and a substantial percentage of the capital contributions made to our Sponsor were made by non-U.S. persons. As a result, the contemplated investments by the Sponsor and foreign persons controlling any private investment in public equity (“PIPE”) investors in connection with any business combination may result in investments in us by non-U.S. persons that could be considered by CFIUS to be “covered transactions” under CFIUS’ regulations. CFIUS or another U.S. governmental agency could choose to review any business combination, even if a filing with CFIUS is not required. If we do not make a filing in connection with the Business Combination, there can be no assurances that CFIUS or another U.S. governmental agency will not choose to review the Business Combination. Any review and approval of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost. CFIUS policies and agency practices are rapidly evolving, and in the event that CFIUS reviews any business combination or one or more proposed or existing investments by investors, there can be no assurances that such investors will be able to maintain, or proceed with, such investments on terms acceptable to the parties to the business combination or such investors. Among other things, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing the Company’s ordinary shares, limits on information sharing with such investors, requiring a voting trust, governance modifications or forced divestiture, among other things) or CFIUS could order us to divest all or a portion of a target company if we had proceeded without first obtaining CFIUS clearance.

If CFIUS elects to review the Business Combination, the time necessary to complete such review of the Business Combination or a decision by CFIUS to prohibit the Business Combination could prevent us from completing the Business Combination and may force the Company to dissolve and liquidate the trust account.

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We may be subject to litigation related to this Registration Statement on Form S-4 or the Business Combination in the future.

Nocturne has received correspondence from a purported stockholder alleging that the registration statement on Form S-4 filed by us on August 15, 2023 omitted certain information related to the Business Combination and demanding that certain supplemental corrective disclosures be made to address the alleged deficiencies. We believe that the demand letter is without merit, and if any additional demands are served, absent new or different allegations that are material, we will not necessarily announce such additional demands.

Risks Related to Cognos’ Limited Operating History, Financial Position, and Capital Requirements

Following the Closing, the Combined Company will be a holding company with no direct operations that relies on dividends, distributions, loans and other payments, advances and transfers of funds from Cognos to pay dividends, pay expenses and meet its other obligations. Accordingly, the Combined Company’s shareholders and rightsholders will be subject to all of the risks of Cognos’ business following the Closing.

Throughout this section, unless otherwise noted, “Cognos” refers to Cognos Therapeutics, Inc.

Cognos’ limited operating history may make it difficult for you to evaluate the success of Cognos’ business to date and to assess Cognos’ future viability.

Cognos was spun off from Pharmaco-Kinesis Corporation in 2015 and is a medical technology company with a limited operating history as a standalone company. Cognos’ limited operating history may make it difficult for investors to evaluate the success of its business to date and assess its future viability. The development of new medical technology products is a highly speculative undertaking and involves a substantial degree of risk. Since 2015, Cognos has devoted substantial efforts to organizing and establishing itself as a standalone business, establishing and maintaining its intellectual property rights in the technology it develops, undertaking preclinical studies, and providing general and administrative support for these operations. Cognos has not yet demonstrated its ability to successfully manufacture a commercial scale product or conduct sales and marketing activities necessary for successful product commercialization. Consequently, any predictions you make about Cognos’ future success or viability may not be as accurate as they could be if Cognos had a longer operating history or a history of successfully developing and commercializing products.

In addition, as Cognos’ business grows, Cognos may encounter unforeseen expenses, difficulties, complications, delays, and other known and unknown factors. Cognos will need to transition at some point from a company with a research and development focus to a company capable of supporting commercial activities. Cognos may not be successful in such a transition.

Cognos has incurred significant losses in recent years and anticipates that it will continue to incur significant losses for the foreseeable future.

Cognos has suffered recurring losses from operations since it was spun off from Pharmaco-Kinesis Corporation and currently has a net capital deficiency. BPM LLP, Cognos’ independent auditor, has expressed doubt about Cognos’ ability to continue as a going concern for the foreseeable future. In addition, if Cognos obtains regulatory approvals for the SINNAIS™ Implantable Smart Pump (“SINNAIS”), Cognos’ next-generation drug delivery system designed to deliver drugs to targeted tissue, Cognos will incur significant sales, marketing and manufacturing expenses, in addition to the additional associated costs Cognos will incur in connection with operating as a public company after the closing of the Business Combination. As a result, Cognos expects to continue to incur significant operating losses over the next several years. Because of the numerous risks and uncertainties associated with developing medical technology products, Cognos is unable to predict the extent of any future losses or when Cognos will become profitable, if at all. Even if Cognos does become profitable, Cognos may not be able to sustain or increase its profitability on a quarterly or annual basis.

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The amount of Cognos’ future losses is uncertain and Cognos’ quarterly and annual operating results may fluctuate significantly in the future due to a variety of factors, many of which are outside of its control and may be difficult to predict, including the following:

        the timing and success or failure of clinical studies and clinical trials for its product candidates (including SINNAIS) or competing product candidates, or any other change in the competitive landscape of its industry, including consolidation among its competitors or partners;

        the ability of the Combined Company’s board of directors to amend the Bylaws, which may allow the Combined Company Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and

        Cognos’ ability to successfully open clinical trial sites and recruit and retain subjects for clinical trials, and any delays caused by difficulties in such efforts;

        Cognos’ ability to obtain regulatory approval for its product candidates (including SINNAIS), and the timing and scope of any such approvals Cognos may receive;

        the timing and cost of, and level of investment in, research and development activities relating to Cognos’ product candidates, which may change from time to time;

        the cost of manufacturing SINNAIS and Cognos’ other product candidates and products, should they receive regulatory approval, which may vary depending on the quantity of production and the terms of Cognos’ agreements with manufacturers; and

        the risk/benefit profile, cost and reimbursement policies with respect to Cognos’ product candidates (including SINNAIS), if approved, and existing and potential future devices that compete with Cognos’ product candidates.

The cumulative effects of these factors could result in large fluctuations and unpredictability in Cognos’ quarterly and annual operating results. As a result, comparing Cognos’ operating results on a period-to-period basis may not be meaningful. This variability and unpredictability could also result in Cognos failing to meet the expectations of industry or financial analysts or investors for any period. If Cognos’ revenue or operating results fall below the expectations of analysts or investors or below any forecasts Cognos may provide to the market, or if the forecasts Cognos provides to the market are below the expectations of analysts or investors, the price of the Combined Company’s common stock could decline substantially. Such a stock price decline could occur even if Cognos has met any previously publicly stated guidance it may provide.

Cognos has no products approved for commercial sale and has not generated any significant revenue from product sales.

Cognos’ ability to become profitable depends upon Cognos’ ability to generate revenue. To date, Cognos has not generated significant revenue from its product candidates or from product sales, and does not expect to generate significant revenue from the sale of products in the near future. Cognos does not expect to generate significant revenue unless and until Cognos obtains regulatory approval of, and begins to sell, SINNAIS or one of Cognos’ other product candidates. Cognos’ ability to generate revenue depends on a number of factors, including, but not limited to, Cognos’ ability to:

        successfully complete its ongoing and planned clinical studies for its current and future product candidates;

        timely receive FDA approval of SINNAIS, Cognos’ key product;

        initiate and successfully complete all safety and efficacy studies necessary to obtain regulatory approval for its product candidates (including SINNAIS);

        successfully address the prevalence, duration and severity of potential side effects or other safety issues experienced with its product candidates, if any;

        timely file and receive necessary foreign regulatory approvals for its product candidates (including SINNAIS) in order to market its products outside of the U.S.;

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        establish and maintain clinical and commercial manufacturing capabilities or make arrangements with third-party manufacturers for clinical supply and commercial manufacturing;

        obtain and maintain patent and trade secret protection or regulatory exclusivity for its product candidates (including SINNAIS);

        launch commercial sales of its products, if and when approved, whether alone or in collaboration with others;

        obtain and maintain acceptance of the products, if and when approved, by patients, the medical community and third-party payors;

        obtain and maintain healthcare coverage and adequate reimbursement;

        maintain a continued acceptable safety profile of its products following approval.

If Cognos does not achieve one or more of these factors in a timely manner or at all, Cognos could experience significant delays or an inability to successfully commercialize its product candidates, which would materially harm its business. If Cognos does not receive regulatory approvals for its product candidates, it may not be able to continue its operations.

Even if Cognos completes the Business Combination, Cognos will need to raise substantial additional funding. If Cognos is unable to raise capital when needed or on terms acceptable to Cognos, it would be forced to delay, reduce, or eliminate some of its product development programs or commercialization efforts.

The development of medical devices and products is capital-intensive. Cognos is currently advancing the development of SINNAIS through clinical development and regulatory approvals. Cognos expects its expenses to significantly increase in connection with its ongoing activities, particularly as Cognos continues the research and development of, initiates and completes clinical studies of, and seeks regulatory approval for, its product candidates. In addition, depending on the status of regulatory approval or, if Cognos obtains regulatory approval for any of its product candidates, Cognos expects to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Cognos may also need to raise additional funds sooner if Cognos chooses to pursue additional indications and/or geographies for its current or future product candidates or otherwise expands more rapidly than presently anticipated. Furthermore, upon the closing of the Business Combination, Cognos expects to incur additional costs associated with operating as a public company. Accordingly, even if the Business Combination is consummated, Cognos will need to obtain substantial additional funding in connection with its continuing operations. If Cognos is unable to raise capital when needed or on attractive terms, Cognos would be forced to delay, reduce or eliminate certain of its research and development programs or future commercialization efforts.

Identifying potential product candidates and conducting development testing and clinical studies is a time-consuming, expensive and uncertain process that takes years to complete, and Cognos may never generate the necessary data or results required to obtain regulatory approval and achieve product sales. In addition, Cognos’ product candidates, if approved, may not achieve commercial success. Cognos’ commercial revenue, if any, will be derived from sales of products that Cognos does not expect to be commercially available for many years, if at all. Accordingly, Cognos may need to continue to rely on additional financing to achieve its business objectives.

Any additional fundraising efforts may divert Cognos’ management from their day-to-day activities, which may adversely affect Cognos’ ability to develop and commercialize its product candidates. Market conditions and disruptions in the market (such as due to economic downturn, geopolitical developments such as the war in Ukraine or the resurgence of COVID-19) may make equity and debt financing more difficult to obtain and may have a material adverse effect on Cognos’ ability to meet its fundraising needs. Cognos cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to Cognos, if at all.

If Cognos is unable to obtain funding on a timely basis or on acceptable terms, Cognos may be required to significantly curtail, delay or discontinue one or more of its research or development programs or the commercialization of any product that has received regulatory approval or be unable to expand its operations or otherwise capitalize on its business opportunities as desired, which could materially affect its business, financial condition and results of operations.

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Raising additional capital may cause dilution to the Combined Company’s shareholders, restrict its operations or require it to relinquish rights to its technologies or product candidates.

Until such time, if ever, as the Combined Company, operating as Cognos, can generate substantial product revenue, Cognos expects to finance its cash needs through a combination of private and public equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. Cognos does not have any committed external source of funds. The terms of any financing may adversely affect the holdings or the rights of the Combined Company’s shareholders and the issuance of additional securities, whether equity or debt, by the Combined Company or the possibility of such issuance, may cause the market price of the Combined Company’s shares to decline. To the extent that Cognos raises additional capital through the sale of common stock or securities convertible or exchangeable into common stock, your ownership interest will be diluted, and the terms of those securities may include liquidation or other preferences that may materially adversely affect your rights as a common shareholder. Debt financing, if available, would increase Cognos’ fixed payment obligations and may involve agreements that include covenants limiting or restricting Cognos’ ability to take specific actions, such as incurring additional debt, acquiring, selling or licensing intellectual property rights, and making capital expenditures, declaring dividends or other operating restrictions that could adversely impact Cognos’ ability to conduct its business. Cognos could also be required to meet certain milestones in connection with debt financing and the failure to achieve such milestones by certain dates may force Cognos to relinquish rights to some of its technologies or product candidates or otherwise agree to terms unfavorable to Cognos which could have a material adverse effect on Cognos’ business, operating results and prospects.

Cognos also could be required to seek funds through arrangements with collaborators or distributors or otherwise at an earlier stage than otherwise would be desirable. If Cognos raises funds through collaborations, strategic alliances or distribution or licensing arrangements with third parties, Cognos may have to relinquish valuable rights to its intellectual property, future revenue streams, research programs or product candidates, grant licenses on terms that may not be favorable to Cognos or grant rights to develop and market product candidates that Cognos would otherwise prefer to develop and market itself, any of which may have a material adverse effect on Cognos’ business, operating results and prospects.

Risks Related to the Discovery, Development and Commercialization of Cognos’ Product Candidates

Throughout this section, unless otherwise noted, “Cognos” refers to Cognos Therapeutics, Inc.

The ongoing COVID-19 pandemic, or a similar pandemic, epidemic, or outbreak of an infectious disease, may materially and adversely affect Cognos’ business and financial results and could cause a disruption to the development of Cognos’ product candidates.

Public health crises such as pandemics, including the COVID-19 pandemic, or similar outbreaks could adversely impact Cognos’ business. The extent to which the coronavirus impacts Cognos’ operations or those of its third-party partners, including its preclinical studies or clinical trial operations, will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, the identification of new variants of the virus, new information that will emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others.

Some factors from the COVID-19 or a similar pandemic that will delay or otherwise adversely affect development of Cognos’ product candidates (including SINNAIS), as well as Cognos’ business generally, include:

        the potential diversion of healthcare resources away from the conduct of clinical studies to focus on pandemic concerns, including the attention of physicians and other support staff assisting Cognos in the development of its products;

        limitations on travel that could interrupt key trial and business activities, such as such as a loss of face-to-face meetings and other interactions with potential partners, any of which could delay or adversely impact the conduct or progress of Cognos’ product development initiatives;

        the potential negative affect on the operations of Cognos’ third-party manufacturers;

        interruption in global shipping affecting the transport of materials used in the development and manufacturing of Cognos’ products;

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        business disruptions caused by potential workplace, laboratory and office closures and an increased reliance on employees working from home, disruptions to or delays in ongoing laboratory studies;

        operations, staffing shortages, travel limitations or mass transit disruptions, any of which could adversely impact Cognos’ business operations or delay necessary interactions with local regulators, ethics committees and other important agencies and contractors;

        changes in local regulations as part of a response to the COVID-19 or similar pandemic, which may require Cognos to change the ways in which its clinical studies are conducted, which may result in unexpected costs, or to discontinue such clinical trials altogether; and

        interruption or delays in the operations of the FDA or other regulatory authorities, which may impact review and approval timelines.

Furthermore, in the event of a resurfacing of COVID-19 (including through new strains or variants thereof) or if another pandemic emerges, Cognos cannot predict the scope and severity of any planned and potential shutdowns or disruptions of businesses and government agencies, such as the SEC or the FDA.

Any of these factors, and other factors related to any such disruptions that are unforeseen, could have a material adverse effect on Cognos’ business and results of operation and financial condition. Further, uncertainty around these and related issues could lead to adverse effects on the economy of the U.S. and other economies, which could impact Cognos’ ability to raise the necessary capital needed to develop and commercialize its programs and product candidates.

Cognos’ programs are focused on the development of unique technologies, and the approach Cognos is taking to discover and develop product candidates is novel and may never lead to approved or marketable products.

Cognos is focused on creating advanced implantable pump devices for neurological and oncological indications. The scientific evidence to support the feasibility of developing Cognos’ product candidates is both preliminary and limited. Although Cognos believes, based on its work and studies thus far, that its programs have the potential to provide effective technologies and devices, clinical results may not confirm this hypothesis or may only confirm it for certain alterations or certain indications. The patient populations for Cognos’ product candidates are limited to those with specific neuropathic diseases. Cognos cannot be certain that the patient populations for each specific disease will be large enough to allow Cognos to successfully obtain approval and commercialize its product candidates and achieve profitability.

Clinical product development involves a lengthy and expensive process, with an uncertain outcome.

Cognos’ current and future and ongoing studies may not be successful. It is impossible to predict when or if any of Cognos’ product candidates will prove effective and safe in humans or will receive regulatory approval. Before obtaining regulatory approval from regulatory authorities for the sale of any product candidate, Cognos must conduct and complete extensive clinical studies to demonstrate the safety and efficacy of its product candidates or the safety, purity and potency of its product candidates in humans. There is no guarantee that Cognos’ product candidates will advance in accordance with the timelines Cognos anticipates, if at all. Clinical studies are expensive, difficult to design and implement, can take many years to complete and outcomes are uncertain. A failure of one or more clinical studies can occur at any stage. The early outcome of these studies may not be predictive of the success of later clinical studies, and interim results do not necessarily predict final results. Moreover, clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in clinical studies have nonetheless failed to obtain regulatory approval of their product candidates. Cognos’ preclinical studies and future and ongoing clinical trials may not be successful.

Cognos may incur additional costs or experience delays in initiating or completing, or ultimately be unable to complete, the development and commercialization of its product candidates.

Cognos may experience delays in initiating or completing its clinical studies or trials, including as a result of delays in obtaining, or failure to obtain, the FDA’s authorization to initiate clinical studies. Additionally, Cognos cannot be certain that studies for its product candidates will not require redesign, or will be completed on schedule, if at all.

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Cognos may experience numerous unforeseen events during, or as a result of, clinical studies that could delay or prevent its ability to receive regulatory authorizations, regulatory approval or commercialize its product candidates (such as SINNAIS), including:

        Cognos may receive feedback from regulatory authorities that requires Cognos to modify the design or implementation of its clinical studies or to delay or terminate a clinical study;

        preclinical studies or clinical trials of Cognos’ product candidates may fail to show safety or efficacy or otherwise produce negative or inconclusive results, and Cognos may decide, or regulators may require Cognos, to conduct additional preclinical studies or clinical trials, or Cognos may decide to abandon product research or development programs;

        Cognos’ third-party contractors may fail to comply with regulatory requirements, fail to maintain adequate quality controls, be unable to provide Cognos with sufficient product supply to conduct or complete studies or clinical trials, fail to meet their contractual obligations to Cognos in a timely manner, or at all, or may deviate from the clinical trial protocol or drop out of the trial, which may require that Cognos adds new clinical trial sites or investigators;

        Cognos may elect to, or regulators or other organizations may require Cognos or its investigators to, suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements;

        the cost of clinical trials of Cognos’ product candidates may be greater than anticipated;

        the supply or quality of Cognos’ product candidates or other materials necessary to conduct clinical trials of its product candidates may be insufficient or inadequate, and any transfer of manufacturing activities may require unforeseen manufacturing or formulation changes;

        any future collaborators may conduct clinical trials in ways they view as advantageous to them but that are suboptimal for Cognos; and

        regulators may revise the requirements for approving Cognos’ product candidates, or such requirements may not be as anticipated.

Cognos could encounter delays if clinical studies are suspended or terminated by Cognos, by the FDA or other regulatory authorities or organizations. Regulatory authorities may impose such a suspension or termination or clinical hold due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or Cognos’ clinical protocols, adverse findings upon an inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a product, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. Many of the factors that cause, or lead to, a delay in the commencement or completion of clinical studies may also ultimately lead to the denial of regulatory approval of Cognos’ product candidates. Further, the FDA may disagree with Cognos’ clinical trial design or Cognos’ interpretation of data from clinical studies or may change the requirements for approval even after it has reviewed and commented on the design for Cognos’ clinical studies.

Moreover, principal investigators for Cognos’ current and future clinical studies may serve as scientific advisors or consultants to Cognos from time to time and receive compensation in connection with such services. Under certain circumstances, Cognos may be required to report some of these relationships to the FDA or comparable foreign regulatory authorities. The FDA or comparable foreign regulatory authority may conclude that a financial relationship between Cognos and a principal investigator has created a conflict of interest or otherwise affected the interpretation of the clinical study. The FDA or comparable foreign regulatory authority may therefore question the integrity of the generated data, and the utility of the clinical study itself may be jeopardized. This could result in a delay in approval, or rejection, of Cognos’ marketing applications by the FDA or comparable foreign regulatory authority, as the case may be, and may ultimately lead to the denial of regulatory approval of one or more of Cognos’ product candidates.

Cognos’ product development costs will also increase if Cognos experiences delays in testing or regulatory approvals. Cognos does not know whether any of its future clinical studies will begin as planned, or whether any of its current or future clinical studies will need to be restructured or will be completed on schedule, if at all. Significant preclinical study or clinical trial delays, including those caused by the COVID-19 or similar pandemic, also could shorten any periods

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during which Cognos may have the exclusive right to commercialize its product candidates or allow its competitors to bring products to market before Cognos does, which would impair Cognos’ ability to successfully commercialize its product candidates and may significantly harm its business, operating results, financial condition and prospects.

Although Cognos intends to explore other therapeutic opportunities in addition to the programs and product candidates that Cognos is currently developing, Cognos may fail to identify viable new product candidates for clinical development for a number of reasons. If Cognos fails to identify additional product candidates, its business could be materially harmed.

Research programs to pursue the development of Cognos’ existing and planned product candidates for additional indications and to identify new product candidates and disease targets require substantial technical, financial and human resources whether or not they are ultimately successful. Cognos’ research programs may initially show promise in identifying potential indications and/or product candidates, yet fail to yield results for clinical development for a number of reasons, including:

        the research methodology used may not be successful in identifying potential indications and/or product candidates;

        potential product candidates may, after further study, be shown to have harmful adverse effects or other characteristics that indicate they are unlikely to be effective products; or

        it may take greater human and financial resources than Cognos will possess to identify additional therapeutic opportunities for Cognos’ product candidates or to develop suitable potential product candidates through internal research programs, thereby limiting Cognos’ ability to develop, diversify and expand its product portfolio.

Because Cognos has limited financial and human capital resources, Cognos intends to initially focus on research programs and product candidates for a limited set of indications. As a result, Cognos may forego or delay pursuit of opportunities with other product candidates or for other indications that later prove to have greater commercial potential or a greater likelihood of success. Cognos’ resource allocation decisions may cause it to fail to capitalize on viable commercial products or profitable market opportunities.

Accordingly, there can be no assurance that Cognos will ever be able to identify additional therapeutic opportunities for its product candidates or to develop suitable product candidates through internal research programs, which could materially adversely affect Cognos’ future growth and prospects. Cognos may focus its efforts and resources on potential product candidates or other potential programs that ultimately prove to be unsuccessful.

If Cognos is not able to obtain, or if there are delays in obtaining, required regulatory approvals for Cognos’ product candidates, Cognos will not be able to commercialize, or will be delayed in commercializing, its product candidates, and its ability to generate revenue will be materially impaired.

Cognos’ product candidates (including SINNAIS) and the activities associated with their development and commercialization, including their design, testing, manufacture, safety, efficacy, recordkeeping, labeling, storage, approval, advertising, promotion, sale, distribution, import and export are subject to comprehensive regulation by the FDA and other regulatory agencies in the U.S. and by comparable foreign regulatory authorities. Before Cognos can commercialize any of its product candidates, Cognos must obtain regulatory approval. It is possible that Cognos’ product candidates, including SINNAIS as well as product candidates Cognos may seek to develop in the future, will never obtain regulatory approval. Cognos has limited experience in filing and supporting the applications necessary to gain regulatory approvals.

The process of obtaining regulatory approvals, both in the U.S. and abroad, is expensive and often takes many years. If the FDA or a comparable foreign regulatory authority requires that Cognos perform additional preclinical studies or clinical trials, approval may be delayed, if obtained at all. The length of such a delay varies substantially based upon a variety of factors, including the type, complexity and novelty of the product candidate involved. Changes in regulatory approval policies during the development period, changes in or enactment of additional statutes or regulations, or changes in regulatory review policies for each submitted application may cause delays in the approval or rejection of an application. The FDA and comparable foreign regulatory authorities have substantial discretion in the approval

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process and may refuse to accept any application or may decide that Cognos’ data are insufficient for approval and require additional preclinical, clinical or other studies. Cognos’ product candidates could be delayed in receiving, or fail to receive, regulatory approval for many reasons, including the following:

        the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of Cognos’ clinical studies or trials;

        Cognos may be unable to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that a product candidate is safe and effective for its proposed indication;

        the results of clinical trials may not meet the level of statistical significance required by the FDA or comparable foreign regulatory authorities for approval;

        Cognos may be unable to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks;

        the FDA or comparable foreign regulatory authorities may disagree with Cognos’ interpretation of data from preclinical studies or clinical trials;

        the data collected from clinical trials of Cognos’ product candidates may not be sufficient to support the submission of an application to obtain regulatory approval in the U.S. or elsewhere;

        the FDA or comparable foreign regulatory authorities may find deficiencies with or fail to approve the manufacturing processes or facilities of third-party manufacturers with which Cognos contracts for clinical and commercial supplies; and

        the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change such that Cognos’ clinical data are insufficient for approval.

Even if Cognos were to obtain regulatory approval, regulatory authorities may approve Cognos’ product candidates for fewer or more limited indications than Cognos requests, thereby narrowing the commercial potential of the product candidate. In addition, regulatory authorities may grant approval contingent on the performance of costly post-marketing clinical trials, or may approve a product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization of that product candidate. Any of the foregoing scenarios could materially harm the commercial prospects for Cognos’ product candidates.

If Cognos experiences delays in obtaining, or if Cognos fails to obtain, approval of its product candidates, the commercial prospects for Cognos’ product candidates may be harmed and its ability to generate revenue will be materially impaired.

If the market opportunities for Cognos’ programs and product candidates are smaller than Cognos estimates or if any regulatory approval that Cognos obtains is based on a narrower definition of the patient population, Cognos’ revenue and ability to achieve profitability could be materially adversely affected.

The incidence and prevalence for the target patient populations of Cognos’ programs and product candidates (including SINNAIS) have not been established with precision. Cognos’ projections of both the number of people who have these diseases, as well as the subset of people with these diseases who have the potential to benefit from its programs and product candidates, are based on its estimates.

The total addressable market opportunity will ultimately depend upon, among other things, the diagnosis criteria included in the final label, the indications for which Cognos’ product candidates are approved for sale, acceptance by the medical community and patient access, product pricing and reimbursement. The number of patients with neuropathic diseases for which Cognos’ product candidates may be approved as treatment may turn out to be lower than expected, patients may not be otherwise amenable to treatment with its products, or new patients may become increasingly difficult to identify or gain access to, all of which would adversely affect its results of operations and its business. Cognos may not be successful in its efforts to identify additional product candidates. Due to its limited resources and access to capital, Cognos must prioritize development of certain product candidates, which may prove to be the wrong choice and may adversely affect its business.

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If its current product candidates or any future product candidates do not achieve broad market acceptance, the revenue that Cognos generates from its sales may be limited, and Cognos may never become profitable.

Cognos has never commercialized a product candidate. Even if its current product candidates and any future product candidates are approved by the appropriate regulatory authorities for marketing and sale, they may not gain acceptance among physicians, patients, third-party payors, and others in the medical community. If any product candidates for which Cognos may obtain regulatory approval do not gain an adequate level of market acceptance, Cognos may not generate significant revenue and may not become profitable or may be significantly delayed in achieving profitability. Market acceptance of its current product candidates and any future product candidates by the medical community, patients and third-party payors will depend on a number of factors, some of which are beyond its control. For example, physicians are often reluctant to switch their patients, and patients may be reluctant to switch, from existing treatment paths even when new and potentially more effective or safer treatments enter the market. If public perception is influenced by claims that the use of implantable pump technologies and devices is unsafe, its products may not be accepted by the general public or the medical community. Future adverse events in the neuropathic diseases or the medical technology industry could also result in greater governmental regulation, stricter labeling requirements and potential regulatory delays in the testing or approvals of Cognos’ product candidates.

In the U.S. and markets in other countries, patients generally rely on third-party payors to reimburse all or part of the costs associated with their treatment. Adequate coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payors is critical to new product acceptance. Cognos’ ability to successfully commercialize its product candidates will depend in part on the extent to which coverage and adequate reimbursement for these products and related treatments will be available from government health administration authorities, private health insurers and other organizations. Even if coverage is provided, the approved reimbursement amount may not be high enough to allow Cognos to establish or maintain pricing sufficient to realize a sufficient return on its investment. Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which medical devices and technologies they will pay for and establish reimbursement levels.

Efforts to educate the medical community and third-party payors on the benefits of its current product candidates and any future product candidates may require significant resources and may not be successful. If its current product candidates or any future product candidates are approved but do not achieve an adequate level of market acceptance, Cognos could be prevented from or significantly delayed in achieving profitability. The degree of market acceptance of any of Cognos’ current product candidates (including SINNAIS) and any future product candidates will depend on a number of factors, including:

        the efficacy of its current product candidates and any future product candidates;

        the clinical indications for which its product candidates are approved and the approved claims that Cognos may make for the products;

        limitations or warnings contained in the product’s FDA-approved labeling or those of comparable foreign regulatory authorities, including potential limitations or warnings for its current product candidates and any future product candidates that may be more restrictive than other competitive products;

        changes in the standard of care for the targeted indications for its current product candidates and any future product candidates, which could reduce the marketing impact of any claims that Cognos could make following FDA approval or approval by comparable foreign regulatory authorities, if obtained;

        the relative convenience and ease of administration of its current product candidates and any future product candidates;

        the cost of treatment compared with the economic and clinical benefit of alternative treatments or therapies;

        the availability of adequate coverage or reimbursement by third-party payors, including government healthcare programs such as Medicare and Medicaid and other healthcare payors;

        the willingness of patients to pay out-of-pocket in the absence of adequate coverage and reimbursement;

        the extent and strength of Cognos’ marketing and distribution of its current product candidates and any future product candidates;

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        the safety, efficacy, and other potential advantages over, and availability of, alternative treatment paths already used or that may later be approved;

        distribution and use restrictions imposed by the FDA or comparable foreign regulatory authorities with respect to its current product candidates and any future product candidates or to which Cognos agrees as part of a risk management strategy or plan;

        the timing of market introduction of Cognos’ current product candidates and any future product candidates, as well as competitive products;

        Cognos’ ability to offer its current product candidates and any future product candidates for sale at competitive prices;

        the willingness of the target patient population to try new treatment paths and of physicians to utilize these treatment paths;

        the extent and strength of its third-party manufacturer and supplier support;

        the approval of other new products;

        adverse publicity about Cognos’ current product candidates and any future product candidates, or favorable publicity about competitive products; and

        potential product liability claims.

There is also significant uncertainty related to the insurance coverage and reimbursement of newly approved products and coverage may be more limited than the purposes for which the product is approved by the FDA or comparable foreign regulatory authorities. In the U.S., the principal decisions about reimbursement for new medicines are typically made by the Centers for Medicare & Medicaid Services (“CMS”), an agency within the U.S. Department of Health and Human Services. CMS decides whether and to what extent a new device will be covered and reimbursed under Medicare and private payors tend to follow CMS to a substantial degree.

Cognos may not be successful in addressing these or other factors that might affect the market acceptance of its product candidates. Failure to achieve widespread market acceptance of Cognos’ product candidates would materially harm its business, financial condition and results of operations.

Even if Cognos receives regulatory approval for any of its product candidates, Cognos will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense. Additionally, its product candidates, if approved, could be subject to post-market study requirements, marketing and labeling restrictions, and even recall or market withdrawal if unanticipated safety issues are discovered following approval. In addition, Cognos may be subject to penalties or other enforcement action if it fails to comply with regulatory requirements.

If the FDA or a comparable foreign regulatory authority approves any of Cognos’ product candidates, the manufacturing processes, labeling, packaging, distribution, import, export, adverse event reporting, storage, advertising, promotion, monitoring, and recordkeeping for the product will be subject to extensive and ongoing regulatory requirements, including with respect to submissions of safety and other post-marketing information and reports. Any regulatory approvals that Cognos receives for its product candidates (including SINNAIS) may also be subject to limitations on the approved indicated uses for which the product may be marketed or to the conditions of approval, or contain requirements for potentially costly post-marketing studies, and surveillance to monitor the safety and efficacy of the product. For certain medical technology products, manufacturers and other parties involved in the supply chain must also meet chain of distribution requirements and build electronic, interoperable systems for product tracking and tracing. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with its third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:

        restrictions on the marketing or manufacturing of the product, withdrawal of the product from the market or voluntary or mandatory product recalls;

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        manufacturing delays and supply disruptions where regulatory inspections identify observations of noncompliance requiring remediation;

        revisions to the labeling, including limitation on approved uses or the addition of additional warnings, contraindications or other safety information, including boxed warnings;

        requirements to conduct additional post-market clinical trials to assess the safety of the product;

        clinical trial holds;

        fines, warning letters or other regulatory enforcement action;

        refusal by the FDA to approve pending applications or supplements to approved applications filed by Cognos or suspension or revocation of approvals; product seizure or detention, or refusal to permit the import or export of products; and

        injunctions or the imposition of civil or criminal penalties.

The FDA’s and other regulatory authorities’ policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of its product candidates. If Cognos is slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if Cognos is not able to maintain regulatory compliance, Cognos may lose any regulatory approval that it may have obtained, which would adversely affect its business, prospects and ability to achieve or sustain profitability.

We depend on a third-party supplier for materials that are necessary for the manufacturing of our product candidates, and the loss of this third-party supplier or its inability to supply us with sufficient quantities of adequate materials, or to do so at acceptable quality levels and on a timely basis, could harm our business.

We currently depend on the Fraunhofer Institute for certain materials used in the manufacture of our product candidates. The loss of our relationship with the Fraunhofer Institute or its failure to supply us with materials to support our development program on a timely basis could impair our ability to develop our product candidates or otherwise delay the development process, which could adversely affect our business, financial condition and results of operations.

Additionally, the supply of materials that is necessary to produce our product candidates could be recalled or interrupted at any time. In such case, identifying and engaging an alternative supplier or manufacturer could result in delay, and we may not be able to find other acceptable suppliers or manufacturers on acceptable terms, or at all. Switching suppliers or manufacturers may involve substantial costs and is likely to result in a delay in our desired clinical and commercial timelines. If we change suppliers or manufacturers for commercial production, applicable regulatory agencies may require us to conduct additional studies or trials. If key suppliers or manufacturers are lost, or if the supply of materials is diminished or discontinued, we may not be able to develop, manufacture and market our product candidates in a timely and competitive manner, or at all. An inability to continue to source product from any of these suppliers, which could be due to a number of issues, including regulatory actions or requirements affecting the supplier, adverse financial or other strategic development experienced by a supplier, labor disputes or shortages, unexpected demands or quality issues, could adversely affect our ability to satisfy demand for our product candidates, which could adversely and materially affect our product sales and operating results or our ability to conduct clinical trials, either of which could significantly harm our business.

The manufacture of medical devices is complex and the third-party manufacturers on whom Cognos relies may encounter difficulties in production. If any of Cognos’ third-party manufacturers encounter such difficulties, its ability to provide supply of product candidates for clinical trials or products for patients, if approved, could be delayed or prevented.

Manufacturing medical devices such as implantable pumps, especially in large quantities, is often complex. Manufacturing medical devices requires facilities specifically designed for and validated for this purpose, and sophisticated quality assurance and quality control procedures are necessary. Slight deviations anywhere in the manufacturing process, including assembly, labeling, packaging, storage and shipping and quality control and testing, may result in lot failures, product recalls or spoilage. When changes are made to the manufacturing process, Cognos

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may be required to provide preclinical and clinical data showing the comparable identity, strength, quality, purity or potency of the products before and after such changes. If microbial, viral or other contaminations are discovered at the facilities of Cognos’ manufacturers, such facilities may need to be closed for an extended period of time to investigate and remedy the contamination, which could delay clinical trials and adversely harm Cognos’ business.

In addition, there are risks associated with large scale manufacturing for clinical trials or commercial scale, including, among others, cost overruns, potential problems with process scale-up, process reproducibility, stability issues, compliance with good manufacturing practices, lot consistency and timely availability of raw materials and components. Even if Cognos obtains regulatory approval for any of its current product candidates or any future product candidates, there is no assurance that its manufacturers will be able to manufacture the approved product to specifications acceptable to the FDA or other comparable foreign regulatory authorities, to produce it in sufficient quantities to meet the requirements for the potential commercial launch of the product or to meet potential future demand. If Cognos’ manufacturers are unable to produce sufficient quantities for clinical trials or for commercialization, its development and commercialization efforts would be impaired, which would have an adverse effect on its business, financial condition, results of operations and growth prospects.

Obtaining and maintaining regulatory approval of Cognos’ product candidates in one jurisdiction does not mean that it will be successful in obtaining regulatory approval of its product candidates in other jurisdictions.

Obtaining and maintaining regulatory approval of Cognos’ product candidates in one jurisdiction does not guarantee that it will be able to obtain or maintain regulatory approval in any other jurisdiction, while a failure or delay in obtaining regulatory approval in one jurisdiction may have a negative effect on the regulatory approval process in others. For example, even if the FDA grants regulatory approval of a product candidate, comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion of the product candidate in those countries. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from, and greater than, those in the U.S., including additional preclinical studies or clinical trials as clinical trials conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions. In short, the foreign regulatory approval process involves all of the risks associated with FDA approval. In many jurisdictions outside the U.S., a product candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction. In some cases, the price that Cognos may intend to charge for its products will also be subject to approval.

Cognos may also submit marketing applications in other countries. Regulatory authorities in jurisdictions outside of the U.S. have requirements for approval of product candidates with which Cognos must comply prior to marketing in those jurisdictions. Obtaining foreign regulatory approvals and compliance with foreign regulatory requirements could result in significant delays, difficulties and costs for Cognos and could delay or prevent the introduction of its products in certain countries. If Cognos fails to comply with the regulatory requirements in international markets and/or receive applicable regulatory approvals, its target market will be reduced and its ability to realize the full market potential of its product candidates will be harmed.

Cognos may seek priority review designation for one or more of its product candidates, but it might not receive such designation, and even if it does, such designation may not lead to a faster regulatory review or approval process.

If the FDA determines that a product candidate offers a treatment for a serious condition and, if approved, the product would provide a significant improvement in safety or effectiveness, the FDA may designate the product candidate for priority review. A priority review designation means that the goal for the FDA to review an application is six months, rather than the standard review period of ten months. Cognos may request priority review for its product candidates. The FDA has broad discretion with respect to whether or not to grant priority review status to a product candidate, so even if Cognos believes a particular product candidate is eligible for such designation or status, the FDA may decide not to grant it. Moreover, a priority review designation does not necessarily result in an expedited regulatory review or approval process or necessarily confer any advantage with respect to approval compared to conventional FDA procedures. Receiving priority review from the FDA does not guarantee approval within the six-month review cycle or at all.

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Inadequate funding for the FDA, the SEC and other government agencies, including from government shut downs, or other disruptions to these agencies’ operations, could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of Cognos’ business may rely, which could negatively impact its business.

The ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory and policy changes. Average review times at the agency have fluctuated in recent years as a result. Disruptions at the FDA and other agencies may also slow the time necessary for new product candidates to be reviewed and/or approved by necessary government agencies, which would adversely affect Cognos’ business. In addition, government funding of the SEC and other government agencies on which Cognos’ operations may rely, including those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictable.

Disruptions at the FDA and other agencies may also slow the time necessary for new product candidates to be reviewed and/or approved by necessary government agencies, which would adversely affect Cognos’ business. For example, over the last several years the U.S. government has shut down several times and certain regulatory agencies, such as the FDA and the SEC, have had to furlough critical FDA, SEC and other government employees and stop critical activities. If a prolonged government shutdown occurs, it could significantly impact the ability of the FDA to timely review and process Cognos’ regulatory submissions, which could have a material adverse effect on its business. Further, future government shutdowns could impact its ability to access the public markets and obtain necessary capital in order to properly capitalize and continue its operations.

Separately, in response to the COVID-19 pandemic, since March 2020 when foreign and domestic inspections of facilities were largely placed on hold, the FDA has been working to resume pre-pandemic levels of inspection activities, including routine surveillance, bioresearch monitoring and pre-approval inspections. Should FDA determine that an inspection is necessary for approval and an inspection cannot be completed during the review cycle due to restrictions on travel, and the FDA does not determine a remote interactive evaluation to be adequate, the FDA has stated that it generally intends to issue, depending on the circumstances, a complete response letter or defer action on the application until an inspection can be completed. During the COVID-19 public health emergency, a number of companies announced receipt of complete response letters due to the FDA’s inability to complete required inspections for their applications. The FDA has noted it was continuing to ensure timely reviews of applications for medical products during the ongoing COVID-19 pandemic in line with its user fee performance goals and conducting mission critical domestic and foreign inspections to ensure compliance of manufacturing facilities with FDA quality standards. However, the FDA may not be able to continue its current pace and review timelines could be extended, including where a pre-approval inspection or an inspection of clinical sites is required and due to the resurfacing of the COVID-19 pandemic and travel restrictions, the FDA is unable to complete such required inspections during the review period. Regulatory authorities outside the U.S. may adopt similar restrictions or other policy measures in response to another wave of the COVID-19 pandemic and may experience delays in their regulatory activities. If a prolonged government shutdown or other disruption occurs, it could significantly impact the ability of the FDA to timely review and process Cognos’ regulatory submissions, which could have a material adverse effect on its business. Future shutdowns or other disruptions could also affect other government agencies such as the SEC, which may also impact Cognos’ business by delaying review of its public filings, to the extent such review is necessary, and its ability to access the public markets.

Healthcare legislative reform measures may have a material adverse effect on Cognos’ business and results of operations.

The U.S. and many foreign jurisdictions have enacted or proposed legislative and regulatory changes affecting the U.S. and global healthcare systems that could prevent or delay regulatory approval of Cognos’ current or future product candidates or any future product candidates, restrict or regulate post-approval activities and affect its ability to profitably sell a product for which it obtains regulatory approval. Changes in regulations, statutes or the interpretation of existing regulations could impact Cognos’ business in the future by requiring, for example: (i) changes to its manufacturing arrangements, (ii) additions or modifications to product labeling, (iii) the recall or discontinuation of its products, or (iv) additional record-keeping requirements. If any such changes were to be imposed, they could adversely affect the operation of Cognos’ business.

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There has been increasing legislative and enforcement interest in the U.S. with respect to pricing practices in the healthcare field. Cognos expects that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare-related products and services, which could result in reduced demand for its current or future product candidates or additional pricing pressures. In particular any policy changes through CMS as well as local state Medicaid programs could have a significant impact on Cognos’ business.

Cognos’ revenue prospects could be affected by changes in healthcare spending and policy in the U.S. and abroad. Cognos operates in a highly regulated industry and new laws, regulations or judicial decisions, or new interpretations of existing laws, regulations or decisions, related to healthcare availability, the method of delivery or payment for healthcare products and services could negatively impact its business, operations and financial condition.

There have been, and likely will continue to be, legislative and regulatory proposals at the foreign, federal and state levels directed at broadening the availability of healthcare and containing or lowering the cost of healthcare. Cognos cannot predict the initiatives that may be adopted in the future. The continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs of healthcare and/or impose price controls may adversely affect:

        the demand for Cognos’ current or future product candidates, if it obtains regulatory approval;

        Cognos’ ability to set a price that it believes is fair for its products;

        Cognos’ ability to obtain coverage and reimbursement approval for a product;

        Cognos’ ability to generate revenue and achieve or maintain profitability;

        the level of taxes that Cognos is required to pay; and

        the availability of capital.

Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors, which may adversely affect Cognos’ future profitability.

Cognos’ relationships with customers, healthcare providers, physicians and third-party payors will be subject to applicable anti-kickback, fraud and abuse and other healthcare laws and regulations, which could expose it to criminal sanctions, civil penalties, exclusion from government healthcare programs, contractual damages, reputational harm and diminished future profits and earnings.

Although Cognos does not currently have any products on the market, once it begins commercializing its product candidates (including SINNAIS), it will be subject to additional healthcare statutory and regulatory requirements and enforcement by the federal government and the states and foreign governments in which it conducts its business. Healthcare providers, physicians and third-party payors will play a primary role in the recommendation and prescription of any product candidates for which it obtains regulatory approval. Cognos’ future arrangements with third-party payors and customers may expose it to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which it markets, sells and distributes its product candidates for which it obtains regulatory approval. Restrictions under applicable federal and state healthcare laws and regulations, include the following:

        the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. Violations are subject to civil and criminal fines and penalties for each violation, plus up to three times the remuneration involved, imprisonment of up to ten years, and exclusion from government healthcare programs. In addition, the government may assert that a claim, including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act or federal civil money penalties. The Anti-Kickback Statute has been interpreted to apply to arrangements

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between biotech manufacturers, on the one hand, and prescribers, purchasers and formulary managers, on the other. Federal regulators heavily scrutinize relationships between medical technology companies and persons in a position to generate referrals for or the purchase of their products, such as physicians, other healthcare providers, and pharmacy benefit managers, among others. However, there are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution;

        the federal civil and criminal false claims and civil monetary penalties laws, including the federal False Claims Act, or FCA, which imposes criminal and civil penalties, including through civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. Manufacturers can be held liable under the False Claims Act, even when they do not submit claims directly to government payors if they are deemed to “cause” the submission of false or fraudulent claims. In addition, the government may assert that a claim including items and services resulting from a violation of the federal Anti-Kickback Statute constitutes a false of fraudulent claim for purposes of the False Claims Act. The federal False Claims Act also permits a private individual acting as a “whistleblower” to bring actions on behalf of the federal government alleging violations of the federal False Claims Act and to share in any monetary recovery;

        the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program (e.g., public or private), or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services; similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

        the federal physician payment transparency requirements, sometimes referred to as the “Sunshine Act” under the ACA, which require manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program to report to HHS information related to transfers of value made to physicians, nurse practitioners, certified nurse anesthetists, physician assistants, clinical nurse specialists, and certified nurse midwives as well as teaching hospitals. Manufacturers are also required to disclose ownership and investment interests held by physicians and their immediate family members;

        HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and its implementing regulations, which impose obligations on certain covered entity healthcare providers, health plans, and healthcare clearinghouses as well as their business associates that perform certain services involving the use or disclosure of individually identifiable health information, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information. The 2009 amendments also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions. In addition, there may be additional federal, state and non-U.S. laws which govern the privacy and security of health and other personal information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts;

        federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; and

        federal price reporting laws, which require manufacturers to calculate and report complex pricing metrics to government programs, where such reported prices may be used in the calculation of reimbursement and/or discounts on approved products.

Cognos is also subject to state and foreign equivalents of each of the healthcare laws and regulations described above, among others, some of which may be broader in scope and may apply regardless of the payor. Many U.S. states have adopted laws similar to the federal Anti-Kickback Statute and False Claims Act, and may apply to Cognos’ business practices, including, but not limited to, research, distribution, sales or marketing arrangements and claims

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involving healthcare items or services reimbursed by non-governmental payors, including private insurers. State and foreign laws, including for example the European Union General Data Protection Regulation, which became effective May 2018 also govern the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. There are ambiguities as to what is required to comply with these state requirements and if Cognos fails to comply with an applicable state law requirement it could be subject to penalties. Finally, there are state and foreign laws governing the privacy and security of health information, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform, especially in light of the lack of applicable precedent and regulations. Federal and state enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry.

Ensuring that Cognos’ future business arrangements with third parties comply with applicable healthcare laws and regulations could involve substantial costs. It is possible that governmental authorities will conclude that Cognos’ business practices do not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If Cognos’ operations, including anticipated marketing activities to be conducted by Cognos in the future, were to be found to be in violation of any of these laws or any other governmental regulations that may apply to it, Cognos may be subject to significant civil, criminal and administrative penalties, damages, fines, disgorgement, imprisonment, the exclusion from participation in federal and state government funded healthcare programs, such as Medicare and Medicaid, reputational harm, and the curtailment or restructuring of its operations. It may also subject Cognos to additional reporting obligations and oversight, if it becomes subject to a corporate integrity agreement, deferred prosecution agreement, or other agreement to resolve allegations of non — compliance with these laws. If any of the physicians or other providers or entities with whom Cognos expects to do business is found not to be in compliance with applicable laws, they may be subject to similar criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs.

Laws and regulations governing any international operations Cognos may have in the future may preclude it from developing, manufacturing and selling certain products outside of the U.S. and require it to develop and implement costly compliance programs.

If Cognos expands its operations outside of the U.S., it must dedicate additional resources to comply with numerous laws and regulations in each jurisdiction in which it plans to operate. The Foreign Corrupt Practices Act (“FCPA”) prohibits any U.S. individual or business from paying, offering, authorizing payment or offering of anything of value, directly or indirectly, to any foreign official, political party or candidate for the purpose of influencing any act or decision of the foreign entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the U.S. to comply with certain accounting provisions requiring the company to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations.

Compliance with the FCPA is expensive and difficult, particularly in countries in which corruption is a recognized problem. In addition, the FCPA presents particular challenges in the pharmaceutical industry, because, in many countries, hospitals are operated by the government, and doctors and other hospital employees are considered foreign officials. Certain payments to hospitals in connection with clinical trials and other work have been deemed to be improper payments to government officials and have led to FCPA enforcement actions.

Various laws, regulations and executive orders also restrict the use and dissemination outside of the U.S., or the sharing with certain non-U.S. nationals, of information classified for national security purposes, as well as certain products and technical data relating to those products. If Cognos expands its presence outside of the U.S., it will require Cognos to dedicate additional resources to comply with these laws, and these laws may preclude it from developing, manufacturing, or selling certain products and product candidates outside of the U.S., which could limit its growth potential and increase its development costs.

The failure to comply with laws governing international business practices may result in substantial civil and criminal penalties and suspension or debarment from government contracting. The SEC also may suspend or bar issuers from trading securities on U.S. exchanges for violations of the FCPA’s accounting provisions.

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Risks Related to Cognos’ Intellectual Property

Throughout this section, unless otherwise noted, “Cognos” refers to Cognos Therapeutics, Inc.

If Cognos is unable to obtain and maintain patent protection for Cognos’ product candidates and other proprietary technologies Cognos develops, or if the scope of the patent protection obtained is not sufficiently broad, Cognos’ competitors could develop and commercialize products and technology similar or identical to Cognos’, and Cognos’ ability to successfully commercialize Cognos’ product candidates and other proprietary technologies Cognos may develop may be adversely affected.

Cognos’ success depends in large part on Cognos’ ability to obtain and maintain patent protection in the U.S. and other countries with respect to Cognos’ product candidates and other proprietary technologies Cognos may develop. In order to protect Cognos’ proprietary position, Cognos has filed and intends to file additional patent applications in the U.S. and abroad relating to Cognos’ product candidates and other proprietary technologies Cognos may develop; however, there can be no assurance that any such patent applications will issue as granted patents or that a granted patent will provide sufficient coverage for Cognos’ product candidates. If Cognos is unable to obtain or maintain patent protection with respect to Cognos’ product candidates and other proprietary technologies Cognos may develop, Cognos’ business, financial condition, results of operations and prospects could be materially harmed.

The patent prosecution process is expensive, time-consuming and complex, and Cognos may not be able to file, prosecute, maintain, enforce, or license all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that Cognos will fail to identify patentable aspects of Cognos’ research and development output in time to obtain patent protection. Although Cognos enters into non-disclosure and confidentiality agreements with parties who have access to confidential or patentable aspects of Cognos’ research and development output, such as Cognos’ employees, corporate collaborators, outside scientific collaborators, contract research organizations (“CROs”), contract manufacturers, consultants, advisors and other third parties, any of these parties may breach the agreements and disclose such output before a patent application is filed, thereby jeopardizing Cognos’ ability to seek patent protection. In addition, Cognos’ ability to obtain and maintain valid and enforceable patents depends on whether the differences between Cognos’ inventions and the prior art allow Cognos’ inventions to be patentable over the prior art. Furthermore, publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the U.S. and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, Cognos cannot be certain that Cognos or Cognos’ licensors were the first to make the inventions claimed in any of Cognos’ owned or licensed patents or pending patent applications, or that Cognos or Cognos’ licensors were the first to file for patent protection of such inventions.

The patent position of medical device companies generally is highly uncertain and involves complex legal and factual questions. As a result, the issuance, scope, validity, enforceability and commercial value of Cognos’ patent rights are highly uncertain. Cognos’ patent applications may not result in patents being issued which protect Cognos’ product candidates and other proprietary technologies Cognos may develop or which effectively prevent others from commercializing competitive technologies and products. In particular, Cognos’ ability to stop third parties from making, using, selling, offering to sell, or importing products that infringe Cognos’ intellectual property will depend in part on Cognos’ success in obtaining and enforcing patent claims that cover all of Cognos’ technology, inventions and improvements. With respect to both licensed and company-owned intellectual property, Cognos cannot be sure that patents will be granted with respect to any of Cognos’ pending patent applications or with respect to any patent applications filed by us in the future. Moreover, even issued patents do not provide Cognos with the right to practice Cognos’ technology in relation to the commercialization of Cognos’ products. Third parties may have blocking patents that could be used to prevent us from commercializing Cognos’ product candidates and practicing Cognos’ proprietary technology. Cognos’ issued patent as well as patents that may issue in the future that Cognos own or in-license may be challenged, invalidated, or circumvented, which could limit Cognos’ ability to stop competitors from marketing related products or limit the length of the term of patent protection that Cognos may have for Cognos’ product candidates. Furthermore, Cognos’ competitors may independently develop similar technologies.

Additionally, issuance of a patent is not conclusive as to its inventorship, scope, validity, or enforceability and Cognos’ patents may be challenged in the courts or patent offices in the U.S. and abroad. Cognos may be subject to a third-party pre-issuance submission of prior art to the U.S. Patent and Trademark Office (USPTO) or in other jurisdictions, or become involved in opposition, derivation, revocation, reexamination, post-grant and inter partes review, or other similar proceedings challenging Cognos’ patent rights. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate or render unenforceable, Cognos’ patent rights, allow third parties

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to commercialize Cognos’ product candidates and other proprietary technologies Cognos may develop and compete directly with us, without payment to us, or result in Cognos’ inability to manufacture or commercialize products without infringing third-party patent rights. Such proceedings also may result in substantial cost and require significant time from Cognos’ scientists and management, even if the eventual outcome is favorable to us.

In addition, if the breadth or strength of protection provided by Cognos’ patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates.

Cognos may not be able to protect Cognos’ intellectual property rights throughout the world.

Filing, prosecuting, maintaining, enforcing and defending patents and other intellectual property rights on Cognos’ technology and any product candidates Cognos may develop in all jurisdictions throughout the world would be prohibitively expensive, and accordingly, Cognos’ intellectual property rights in some jurisdictions outside the U.S. could be less extensive than those in the U.S. In some cases, Cognos or Cognos’ licensors may not be able to obtain patent or other intellectual property protection for certain technology and product candidates outside the U.S. In addition, the laws of some foreign jurisdictions do not protect intellectual property rights to the same extent as federal and state laws in the U.S. Consequently, Cognos and Cognos’ licensors may not be able to obtain issued patents or other intellectual property rights covering any product candidates Cognos may develop and Cognos’ technology in all jurisdictions outside the U.S. and, as a result, may not be able to prevent third parties from practicing Cognos’ and Cognos’ licensors’ inventions in all countries outside the U.S., or from selling or importing products made using Cognos’ inventions in and into the U.S. or other jurisdictions. For example, third parties may use Cognos’ technologies in jurisdictions where Cognos and Cognos’ licensors have not pursued and obtained patent or other intellectual property protection to develop their own products and, further, may export otherwise infringing, misappropriating or violating products to territories where Cognos has patent or other intellectual property protection, but enforcement is not as strong as that in the U.S.

Additionally, many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain jurisdictions, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, which could make it difficult for us to stop the infringement, misappropriation or other violation of Cognos’ patent and other intellectual property rights or marketing of competing products in violation of Cognos’ intellectual property rights generally. Proceedings to enforce Cognos’ or Cognos’ licensors’ patent and other intellectual property rights in foreign jurisdictions could result in substantial costs and divert Cognos’ efforts and attention from other aspects of Cognos’ business, could put Cognos’ patent and other intellectual property rights at risk of being invalidated or interpreted narrowly and Cognos’ patent applications at risk of not issuing and could provoke third parties to assert claims against us. Cognos or Cognos’ licensors may not prevail in any lawsuits that Cognos or Cognos’ licensors initiate and, if Cognos or Cognos’ licensors prevail, the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, Cognos’ efforts to enforce Cognos’ intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that Cognos develop or license.

Many jurisdictions also have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties, and, many jurisdictions limit the enforceability of patents against government agencies or government contractors. In these jurisdictions, the patent owner may have limited remedies, which could materially diminish the value of such patents. If Cognos or any of Cognos’ licensors is forced to grant a license to third parties with respect to any patents relevant to Cognos’ business, Cognos’ competitive position may be impaired, and Cognos’ business, financial condition, results of operations and prospects may be adversely affected.

Issued patents covering product candidates Cognos may develop could be found invalid or unenforceable if challenged in court or before administrative bodies in the U.S. or abroad.

Cognos’ owned and licensed patent rights may be subject to priority, validity, inventorship and enforceability disputes. If Cognos or Cognos’ licensors are unsuccessful in any of these proceedings, such patent rights may be narrowed, invalidated or held unenforceable. The foregoing could have a material adverse effect on Cognos’ business, financial condition, results of operations and prospects.

For example, if Cognos or one of Cognos’ licensors initiate legal proceedings against a third party to enforce a patent covering any of Cognos’ product candidates or Cognos’ technology, the defendant could counterclaim that the patent is invalid or unenforceable. In patent litigation in the U.S., defendant counterclaims alleging invalidity

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or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, lack of written description or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld information material to patentability from the USPTO, or made a misleading statement, during prosecution. Third parties also may raise similar claims before administrative bodies in the U.S. or abroad, even outside the context of litigation. Such mechanisms include re-examination, interference proceedings, derivation proceedings, post grant review, inter partes review and equivalent proceedings such as opposition, invalidation and revocation proceedings in foreign jurisdictions. Such proceedings could result in the revocation or cancellation of or amendment to Cognos’ patents in such a way that they no longer cover one or more of Cognos’ product candidates or Cognos’ technology or no longer prevent third parties from competing with any product candidates Cognos may develop or Cognos’ technology. The outcome following legal assertions of invalidity and unenforceability is unpredictable. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a distraction to management and other employees. With respect to the validity question, for example, Cognos cannot be certain that there is no invalidating prior art, of which the patent examiner and Cognos or Cognos’ licensing partners were unaware during prosecution. If a third party were to prevail on a legal assertion of invalidity or unenforceability, Cognos could lose at least part, and perhaps all, of the patent protection on one or more of Cognos’ product candidates or technology. Such a loss of patent protection could have a material adverse effect on Cognos’ business, financial condition, results of operations and prospects.

Obtaining and maintaining Cognos’ patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by government patent agencies, and Cognos’ patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuity fees, and various other government fees on patents and applications will be due to be paid to the USPTO and various government patent agencies outside of the U.S. over the lifetime of Cognos’ owned or licensed patents and applications. The USPTO and various non-U.S. government agencies require compliance with several procedural, documentary, fee payment and other similar provisions during the patent application process. In some cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. There are situations, however, in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in a partial or complete loss of patent rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market with similar or identical products or technology, which could have a material adverse effect on Cognos’ business, financial condition, results of operations, and prospects.

Changes in patent law in the U.S. or worldwide could diminish the value of patents in general, thereby impairing Cognos’ ability to protect any product candidates Cognos may develop and Cognos’ technology.

Changes in either the patent laws or interpretation of patent laws in the U.S. and worldwide, including patent reform legislation such as the Leahy-Smith America Invents Act (the Leahy-Smith Act), could increase the uncertainties and costs surrounding the prosecution of any owned or in-licensed patent applications and the maintenance, enforcement or defense of any in-licensed issued patents and issued patents Cognos may own or in-license in the future. The Leahy-Smith Act includes a number of significant changes to U.S. patent law. These changes include provisions that affect the way patent applications are prosecuted, redefine prior art, provide more efficient and cost-effective avenues for competitors to challenge the validity of patents, and enable third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent at USPTO- administered post-grant proceedings, including post-grant review, inter partes review, and derivation proceedings. Assuming that other requirements for patentability are met, prior to March 2013, in the U.S., the first to invent the claimed invention was entitled to the patent, while outside the U.S., the first to file a patent application was entitled to the patent. After March 2013, under the Leahy- Smith Act, the U.S. transitioned to a first-to-file system in which, assuming that the other statutory requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. As such, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of Cognos’ patent applications and the enforcement or defense of patents to issue, all of which could have a material adverse effect on Cognos’ business, financial condition, results of operations and prospects.

In addition, the patent positions of companies in the development and commercialization of biologics and pharmaceuticals are particularly uncertain. Recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations.

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Depending on future actions by the U.S. Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could have a material adverse effect on Cognos’ patent rights and Cognos’ ability to protect, defend and enforce Cognos’ patent rights in the future.

Cognos may be subject to claims challenging the inventorship or ownership of Cognos’ patent and other intellectual property rights.

Cognos or Cognos’ licensors may be subject to claims that former employees, collaborators or other third parties have an interest in Cognos’ owned or in-licensed patent rights, trade secrets or other intellectual property as an inventor or co-inventor. For example, Cognos or Cognos’ licensors may have inventorship disputes arise from conflicting obligations of employees, consultants or others who are involved in developing Cognos’ product candidates or technology. Litigation may be necessary to defend against these and other claims challenging inventorship or Cognos’ or Cognos’ licensors’ ownership of Cognos’ owned or in-licensed patent rights, trade secrets or other intellectual property. If Cognos or Cognos’ licensors fail in defending any such claims, in addition to paying monetary damages, Cognos may lose valuable intellectual property rights, such as exclusive ownership of or right to use intellectual property that is important to any product candidates Cognos may develop or Cognos’ technology. Even if Cognos is successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse effect on Cognos’ business, financial condition, results of operations and prospects.

Cognos may be subject to claims that Cognos’ employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what Cognos regards as Cognos’ own intellectual property.

Some of Cognos’ employees, consultants and advisors are currently or were previously employed at universities or other medical device companies, including Cognos’ competitors or potential competitors. Although Cognos tries to ensure that Cognos’ employees, consultants and advisors do not use the proprietary information or know-how of others in their work for us, Cognos may be subject to claims that Cognos or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If Cognos fails in defending any such claims, in addition to paying monetary damages, Cognos may lose valuable intellectual property rights or personnel. Even if Cognos is successful in defending against such claims, litigation could result in substantial costs and be a distraction to Cognos’ management.

In addition, while it is Cognos’ policy to require Cognos’ employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, Cognos may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that Cognos regards as Cognos’ own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and Cognos may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what Cognos regards as Cognos’ intellectual property. Such claims could have a material adverse effect on Cognos’ business, financial condition, results of operations and prospects.

Third-party claims of intellectual property infringement, misappropriation or other violations against us or Cognos’ collaborators may prevent or delay the development and commercialization of Cognos’ products and other proprietary technologies Cognos may develop.

Cognos’ commercial success depends in part on Cognos’ ability to avoid infringing, misappropriating and otherwise violating the patents and other intellectual property rights of third parties. There is a substantial amount of complex litigation involving patents and other intellectual property rights in the medical device industry, as well as administrative proceedings for challenging patents, including interference, derivation, reexamination, inter partes review and post-grant review proceedings before the USPTO or oppositions and other comparable proceedings in foreign jurisdictions.

Numerous U.S. and foreign issued patents and pending patent applications owned by third parties exist in the fields in which Cognos is commercializing or plan to commercialize Cognos’ products and in which Cognos is developing other proprietary technologies. As the medical device industry expands and more patents are issued, the risk increases that

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Cognos’ products and commercializing activities may give rise to claims of infringement of the patent rights of others. Cognos cannot assure you that Cognos’ products and other proprietary technologies Cognos may develop will not infringe existing or future patents owned by third parties. Cognos may not be aware of patents that have already been issued and that a third party, for example, a competitor in the fields in which Cognos is developing Cognos’ products, might assert as infringed by us. It is also possible that patents owned by third parties of which Cognos is aware or patents that may issue in the future from patent applications owned by third parties of which Cognos is aware, but which Cognos does not believe Cognos infringes or that Cognos believes Cognos has valid defenses to any claims of patent infringement, could be found to be infringed by us, such as in connection with one or more of Cognos’ product candidates. In addition, because patent applications can take many years to issue, and the scope of any patent claims that may ultimately issue are difficult to predict, there may be currently pending patent applications that may later result in issued patents that Cognos may infringe and that, as a result, could harm Cognos’ business.

In the event that any third-party claims that Cognos infringes their patents or that Cognos is otherwise employing their proprietary technology without authorization and initiates litigation against us, even if Cognos believes such claims are without merit, a court of competent jurisdiction could hold that such patents are valid, enforceable and infringed by us. In this case, the holders of such patents may be able to block Cognos’ ability to commercialize the infringing products or technologies unless Cognos obtains a license under the applicable patents, or until such patents expire or are finally determined to be held invalid or unenforceable. Such a license may not be available on commercially reasonable terms or at all. Even if Cognos is able to obtain a license, the license would likely obligate us to pay license fees or royalties or both, and the rights granted to us might be nonexclusive, which could result in Cognos’ competitors gaining access to the same intellectual property. If Cognos is unable to obtain a necessary license to a third-party patent on commercially reasonable terms, Cognos may be unable to commercialize the infringing products or technologies or such commercialization efforts may be significantly delayed, which could in turn significantly harm Cognos’ business.

Defense of infringement claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of management and other employee resources from Cognos’ business, and may impact Cognos’ reputation. In the event of a successful claim of infringement against us, Cognos may be enjoined from further developing or commercializing the infringing products or technologies. In addition, Cognos may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, obtain one or more licenses from third parties, pay royalties and/or redesign Cognos’ infringing products or technologies, which may be impossible or require substantial time and monetary expenditure. In that event, Cognos would be unable to further develop and commercialize Cognos’ product candidates or technologies, which could harm Cognos’ business significantly. Further, Cognos cannot predict whether any required license would be available at all or whether it would be available on commercially reasonable terms. Cognos could be prevented from commercializing a product, or be forced to cease some aspect of Cognos’ business operations, if, as a result of actual or threatened patent infringement claims, Cognos is unable to enter into licenses on acceptable terms.

Cognos may in the future pursue invalidity proceedings with respect to third-party patents. The outcome following legal assertions of invalidity is unpredictable. Even if resolved in Cognos’ favor, these legal proceedings may cause us to incur significant expenses, and could distract Cognos’ technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Cognos’ common stock. Such proceedings could substantially increase Cognos’ operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. If Cognos does not prevail in the patent proceedings the third parties may assert a claim of patent infringement directed at Cognos’ product candidates.

Cognos may become involved in lawsuits to protect or enforce Cognos’ patents and other intellectual property rights, which could be expensive, time-consuming and unsuccessful.

Third parties, such as a competitor, may infringe Cognos’ patent rights. In an infringement proceeding, a court may decide that a patent owned by us is invalid or unenforceable or may refuse to stop the other party from using the invention at issue on the grounds that the patent does not cover the technology in question. In addition, Cognos’ patent rights may become involved in inventorship, priority or validity disputes. To counter or defend against such claims can be expensive and time-consuming. An adverse result in any litigation proceeding could put Cognos’ patent rights at risk of being invalidated or interpreted narrowly. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of Cognos’ confidential information could be compromised by disclosure during this type of litigation.

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Even if resolved in Cognos’ favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract Cognos’ personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Cognos’ common stock. Such litigation or proceedings could substantially increase Cognos’ operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. Cognos may not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of Cognos’ competitors may be able to sustain the costs of such litigation or proceedings more effectively than Cognos can because of their greater financial resources and more mature and developed intellectual property portfolios. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on Cognos’ ability to compete in the marketplace.

If Cognos’ trademarks and trade names are not adequately protected, then Cognos may not be able to build name recognition in Cognos’ markets of interest and Cognos’ business may be adversely affected.

Cognos’ registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks.

Cognos may not be able to protect Cognos’ rights to these trademarks and trade names, which Cognos need to build name recognition among potential partners or customers in Cognos’ markets of interest. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding Cognos’ ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of Cognos’ registered or unregistered trademarks or trade names. Cognos’ efforts to enforce or protect Cognos’ proprietary rights related to trademarks, trade names, domain name or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely affect Cognos’ business, financial condition, results of operations and prospects.

Risks Related to Compliance with Law, Government Regulation and Litigation

Unless the context otherwise requires, all references in this section to “Nocturne,” “we,” “us” or “our” refer to Nocturne prior to the consummation of the Business Combination and the Combined Company after the consummation of the Business Combination.

Nocturne’s business with various governmental entities is, and the Combined Company’s business will be, subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.

We are, and the Combined Company will be, subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to our launch system operations, employment and labor, health care, tax, data privacy of the personal information we collect and process and data security of the operational and information technology we use, health and safety, and environmental issues. Laws and regulations at the foreign, federal, state and local levels frequently change and are often interpreted in different ways, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance, with current or future regulatory or administrative changes. While we monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws, regulations and guidelines, we cannot guarantee that these measures will be satisfactory to regulators or other third parties, such as our customers. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition.

Failure to comply with these laws, such as with respect to obtaining and maintaining licenses, certificates, authorizations and permits critical for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating our business. Such license approvals may include an interagency review of safety, operational, national security, foreign policy implications and international obligations, as well as a review of foreign ownership. Any delays in regulatory actions allowing us to conduct our commercial space operations could adversely affect our ability to operate our business and our financial results.

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If we are unable to protect the confidentiality of our trade secrets and know how, our business and competitive position may be harmed.

We rely upon unpatented trade secret protection, unpatented know-how and continuing technological innovation to develop and maintain our business and competitive position, and we consider trade secrets and know-how to be our primary form of intellectual property protection. We seek to protect our proprietary technology, in part, by entering into confidentiality agreements with our suppliers, subcontractors, venture partners, employees and consultants, and other third parties. However, we may not be able to prevent the unauthorized disclosure or use of information which we consider to be confidential, our technical know-how or other trade secrets by the parties to these agreements, despite the existence generally of confidentiality provisions and other contractual restrictions. Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies will be effective. If any of the suppliers, subcontractors, venture partners, employees and consultants, and other third parties who are parties to these agreements breaches or violates the terms of any of these agreements, we may not have adequate remedies for any such breach or violation, and we could lose our trade secrets as a result. It is also possible that our trade secrets, know-how or other proprietary information could be obtained by third parties as a result of breaches of our physical or electronic security systems. Even where remedies are available, enforcing a claim that a party illegally disclosed or misappropriated our trade secrets, like patent litigation, is expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets.

Additionally, despite our efforts to protect our proprietary technology, our trade secrets could otherwise become known or be independently discovered by our competitors. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them, or those to whom they communicate, from using that technology or information to compete with us.

Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

Our results of operations are materially affected by economic and political conditions in the U.S. and internationally, including inflation, deflation, interest rates, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions. Current or potential customers may delay or decrease spending on our products and services as their business and/or budgets are impacted by economic conditions. The inability of current and potential customers to pay us for our products and services may adversely affect our earnings and cash flows.

The current invasion of Ukraine by Russia has escalated tensions among the U.S., the North Atlantic Treaty Organization (“NATO”) and Russia. The U.S. and other NATO member states, as well as non-member states, have announced new sanctions against Russia and certain Russian banks, enterprises and individuals. These and any future additional sanctions and any resulting conflict between Russia, the U.S. and NATO countries could have an adverse impact on our current operations.

Further, such invasion, ongoing military conflict, resulting sanctions and related countermeasures by NATO states, the U.S. and other countries are likely to lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of our ownership of Cognos, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities, and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

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At March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which were invested primarily in U.S. Treasury securities. However, as of September 30, 2023, in order to mitigate the risk that the Company could be deemed to be operating as an unregistered investment company under the Investment Company Act of 1940, as amended, the Company instructed Continental to liquidate the Company’s investments in money market funds invested primarily in U.S. Treasury securities and thereafter to hold all funds in the Trust Account in cash or in U.S. Treasury securities until the earlier of the consummation of the initial business combination or the Company’s liquidation.

After the Closing, we will control and operate Cognos. On that basis, we believe that our interest in Cognos is not an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of Cognos, our interest in Cognos could be deemed an “investment security” for purposes of the 1940 Act.

In general, a company that is or holds itself out as being engaged primarily in the business of investing, reinvesting, or trading in securities may be deemed to be an investment company under the Investment Company Act. The Investment Company Act contains substantive legal requirements that regulate the manner in which “investment companies” are permitted to conduct their business activities. Nocturne believes it has conducted, and the Combined Company intend to continue to conduct, its business in a manner that does not result in Nocturne being characterized as an investment company. To avoid being deemed an investment company, Nocturne may decide not to broaden its offerings, which could require Nocturne to forgo attractive opportunities. If Nocturne is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, including:

        restrictions on the nature of our investments;

        restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination. In addition, we may have imposed upon us burdensome requirements, including:

        registration as an investment company with the SEC;

        adoption of a specific form of corporate structure; and

        reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

These restrictions could adversely affect Nocturne’s business, financial condition, and results of operations. In addition, Nocturne may be forced to make changes to its management team if it is required to register as an investment company under the Investment Company Act.

Risks Related to the Adjournment Proposal

If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Merger Agreement, the Nocturne Board will not have the ability to adjourn the Special Meeting to a later date in circumstances where such adjournment is necessary to permit the Business Combination to be approved.

If, at the Special Meeting, the Nocturne Board determines that it would be in the best interests of Nocturne to adjourn the Special Meeting to give Nocturne more time to consummate the Business Combination for whatever reason (such as if the Merger Agreement is not approved, or if Nocturne would have net tangible assets of less than $5,000,001 either immediately prior to or upon the consummation of the Business Combination, or if additional time is needed to fulfill other closing conditions), the Nocturne Board will seek approval to adjourn the Special Meeting to a later date or dates. If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Merger Agreement, the Nocturne Board will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes or take other steps to cause the conditions to the Business Combination to be satisfied. In such event, the Business Combination would not be completed.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

Why am I receiving this proxy statement?

Our shareholders are being asked to consider and vote upon a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Business Combination, among other proposals. We have entered into the Merger Agreement, providing for, among other things, the merger of Nocturne Merger Sub, Inc. (“Merger Sub”) with and into Cognos, with Cognos continuing as the surviving corporation (the “Surviving Company”) in the merger (the “Merger”). You are being asked to vote on the Business Combination. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

What is being voted on?

You are being asked to vote on each of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposal, the LTIP Proposal and, if presented, the Adjournment Proposal. All eight proposals are listed below:

1.      A proposal, by special resolution, to change the corporate structure and domicile of the Company by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware, and to change the name of the Company from “Nocturne Acquisition Corporation” to “Cognos Therapeutics Holdings, Inc.,” both to be effected prior to the closing (the “Closing”) of the proposed business combination transactions between the Company and Cognos Therapeutics, Inc., a corporation incorporated in the State of Delaware (“Cognos”), contemplated by that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) between the Company and Cognos (such transactions, the “Business Combination” and, such proposal, the “Domestication Proposal”).

2.      A proposal, by ordinary resolution, to approve the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including, among other things, the Business Combination (the “Transaction Proposal”).

3.      A proposal, by ordinary resolution, to approve, for purposes of complying with the applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding shares of Common Stock in connection with the Business Combination (the “Issuance Proposal”).

4.      A proposal, by special resolution, to approve and adopt the proposed Interim Certificate of Incorporation to be in effect as of the Domestication and prior to the Effective Time, and the proposed Bylaws of the Company to be in effect as of the Domestication, in the forms attached hereto as Annex B and Annex C, respectively (the “Interim Charter Proposal”).

5.      A proposal, by special resolution, to approve and adopt the proposed Certificate of Incorporation, to be in effect at the Effective Time, in the form attached hereto as Annex D (the Charter Proposal”).

6.      A proposal to approve, on a non-binding advisory basis, certain changes to the proposed Certificate of Incorporation and proposed Bylaws of the combined company on a post-closing basis based on a review of certain material differences between Nocturne’s existing organizational documents and the proposed Certificate of Incorporation and proposed Bylaws (the “Organizational Documents Proposal”).

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7.      A proposal, by ordinary resolution, to approve the long-term equity incentive plan (“LTIP”) that provides for the ability to grant stock purchase rights with respect to common stock of the combined company after the Business Combination (the “Combined Company Common Stock”) to employees of the combined company after the Business Combination (the “Combined Company”) and its subsidiaries, in the form attached hereto as Annex E (the “LTIP Proposal”).

8.      A proposal, by ordinary resolution, to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposal or the LTIP Proposal, but no other proposal if the Required Proposals are approved or if we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived or (ii) if the Board determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the proposals (the “Adjournment Proposal”).

Are the proposals conditioned on one another?

Yes. The Business Combination is conditioned on the approval of the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposal and the LTIP Proposal (together, the “Required Proposals”) at the Special Meeting. If we fail to obtain sufficient votes for the Required Proposals, we will not satisfy the conditions to closing of the Merger Agreement and we may be prevented from closing the Business Combination. Each of the proposals is conditioned on the approval of the Required Proposals, other than the Organizational Documents Proposals and the Adjournment Proposal, which are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposal or the LTIP Proposal do not receive the requisite vote for approval, we will not consummate the Business Combination.

If we do not consummate the Business Combination and fail to complete an initial business combination by January 5, 2024 (or a date on any of the one-month increments between February 5, 2024 and July 5, 2024, if Nocturne’s shareholders approve up to five one-month extensions at the extraordinary general meeting to be held on January 2, 2024, as disclosed in Nocturne’s proxy statement, filed with the SEC on December 11, 2023), we will be required to dissolve and liquidate the trust account by returning the then remaining funds in such account to the public shareholders, unless we extend the time we have to complete an initial business combination under the Existing Organizational Documents and the Trust Agreement.

What is the purpose of the Domestication Proposal?

The sole purpose of the Domestication Proposal is to change the Company’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Board believes that it would be in the best interests of the Company to effect the Domestication to enable the Company to avoid certain taxes that would be imposed on the Combined Company if it were to conduct an operating business in the United States as a foreign corporation following the Business Combination. In addition, the Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by the Combined Company’s officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate in Delaware and in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the manner the Company is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in Delaware and consequently its status as the state of incorporation of a majority of U.S. corporations, the Delaware courts have developed considerable expertise in dealing with corporate issues. Delaware courts have also established a substantial body of case law interpreting the Delaware General Corporate Law (the “DGCL”) and favorable public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to the Combined Company’s corporate legal affairs. The purpose

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of the Adjournment Proposal is to allow the Company to adjourn the Special Meeting (i) to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Domestication Proposal or if we determine that additional time is necessary to effectuate the Domestication or (ii) if the Board determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the proposals.

The Domestication will not occur unless the Company’s shareholders have approved the Domestication Proposal, the Transaction Proposal, the Issuance Proposal, the Interim Charter Proposal, the Charter Proposal, the Organizational Documents Proposal and the LTIP Proposal, and the Merger Agreement is in full force and effect prior to the Domestication. If these conditions are met, the Domestication will occur immediately prior to the Effective Time.

What is involved with the Domestication?

The Domestication will require the Company to file certain documents in both the Cayman Islands and the State of Delaware. At the effective time of the Domestication, which will be immediately prior to the Effective Time, the Company will cease to be a company incorporated under the laws of the Cayman Islands and will continue as a Delaware corporation and, in connection with the Business Combination, will change its corporate name to “Cognos Therapeutics Holdings, Inc.” The Company’s Existing Organizational Documents will be replaced by the Interim Certificate of Incorporation and the Bylaws, and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.

When do you expect that the Domestication will be effective?

The Domestication is expected to become effective immediately prior to the Effective Time (and in any event is expected to become effective prior to the Effective Time).

How will the Domestication affect my securities of Nocturne?

Pursuant to the Domestication and without further action on the part of Nocturne’s shareholders, (1) each Nocturne Ordinary Share outstanding immediately prior to the effective time of the Domestication will be converted into one share of Nocturne Common Stock, (2) each Nocturne Unit outstanding immediately prior to the effective time of the Domestication will be converted into a Unit consisting of one share of Nocturne Common Stock (rather than one ordinary share) and one Nocturne Right, and (3) each Nocturne Right outstanding immediately prior to the effective time of the Domestication will be converted into one share of Nocturne Common Stock (rather than one ordinary share).

Why is Nocturne proposing the Business Combination?

We are a special purpose acquisition company incorporated as a Cayman Islands exempted company on October 28, 2020, and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”). Our acquisition plan is not limited to a particular industry or geographic region for purposes of consummating an initial business combination. However, we (a) must complete an initial business combination with one or more target businesses that together have a fair market value of at least 80% of the assets held in the trust account (excluding deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with an initial business combination and (b) are not, under the Existing Organizational Documents, permitted to effect an initial business combination another blank check company or similar company with nominal operations.

The prospectus for the IPO states that we intend to use the following general criteria and guidelines to evaluate potential acquisition opportunities, though we may decide to enter into an initial business combination with a target business that does not meet these criteria and guidelines:

        Companies with operations or prospects in the disruptive technology sector.    Based upon our management team’s experience, we believe we have a competitive advantage and excellent access to investment opportunities when negotiating a business combination with potential targets in the sector, such as Cognos.

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        Companies that are fundamentally sound and have the potential for improved performance under our ownership.    Our management team’s experience in target sectors will create opportunities to enhance the operational efficiencies and revenue of the target business, while potentially generating higher returns for our investors.

        Significant growth opportunities.    Apart from strong organic growth potential, we look for companies that could meaningfully accelerate growth through geographic expansion, business combinations and disruptive or pioneering products (such as Cognos’ SINNAIS™ Implantable Smart Pump).

        Market leaders.    Our targets should have a leading presence across a segment or industry, or have leading product or technology capabilities.

        Appropriate valuations.    We intend to be a disciplined and valuation-centric investor that will invest on terms that we believe are attractive relative to market comparables that provide significant upside potential.

Based on our due diligence investigations of Cognos and the industry in which it operates, including the financial and other information provided by Cognos during the course of our negotiations, we believe that Cognos meets the criteria and guidelines listed above. Please see the section titled “The Special Meeting — Recommendation of Our Board of Directors” and “The Business Combination — Nocturne’s Board’s Reasons for Approval of the Business Combination” for additional information.

Why is Nocturne providing shareholders with the opportunity to vote on the Business Combination?

Under the Existing Organizational Documents, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, we have elected to provide our shareholders with the opportunity to have their public shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our shareholders of the Business Combination in order to allow our public shareholders to effectuate redemptions of their public shares in connection with the Closing. The approval of the Business Combination is required under the Certificate of Incorporation. In addition, such approval is also a condition to the Closing under the Merger Agreement.

What will happen in the Business Combination?

Pursuant to the Merger Agreement, at the Closing, Merger Sub will merge with and into Cognos, and Nocturne will acquire the business of Cognos and 100% of the outstanding equity and equity equivalents of Cognos, including options, warrants or other securities which grant holders the right to acquire, or convert other securities into, equity securities of Cognos, with Cognos continuing as the surviving corporation in the Merger and, after giving effect to the Merger, becoming a wholly owned subsidiary of Nocturne, on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with applicable law.

How has the announcement of the Business Combination affected the trading price of the public shares?

The trading price of Nocturne’s public shares has fluctuated considerably over the past year but has generally trended upward, in particular in light of the extension payments (see the section below titled “Related Party Promissory Notes” for additional details). Since the announcement of Nocturne’s entry into the Merger Agreement, the trading price of Nocturne’s public shares has increased from, for example, a closing price of $10.51 per share on December 29, 2022, the last trading day prior to the announcement of the Business Combination, to a closing price of $11.75 per share on September 29, 2023. There can be no assurance that the trading prices of Nocturne’s securities will continue to trend upward.

Following the Business Combination, will Nocturne’s securities continue to trade on a stock exchange?

Nocturne will apply for listing, to be effective at the time of the Business Combination, of the Combined Company Common Stock on Nasdaq under the symbol “COGN”.

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Is the Business Combination the first step in a “going private” transaction?

No. We do not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Cognos to access the U.S. public markets.

Will the management of Nocturne change in the Business Combination?

Following the Closing, it is expected that the current senior management of Cognos will comprise the senior management of the Combined Company, and the board of directors of the Combined Company of directors will consist of Frank Adell, Josh Shachar, Dr. Thomas Chen, Craig Burson, Chris Smith, Dr. Rick Panicucci and Dr. Philippe Gadal. Please see the section titled “Management of the Combined Company” for additional information.

What will Cognos shareholders receive in the Business Combination?

Each share of common stock of Cognos issued and outstanding immediately prior to the Effective Time (including each of the Tako Shares) shall be cancelled and converted into the right to receive approximately 0.31381 shares of Nocturne Common Stock based on a Common Exchange Ratio set forth in the Merger Agreement. We estimate that Cognos shareholders will receive a total of 11,842,271 shares of Nocturne Common Stock, including the 161,360 shares underlying the Cognos Options, the 48,080 shares underlying the Cognos Warrants and the 191,786 shares issuable in connection with the Closing pursuant to the bridge notes.

What will holders of Cognos equity awards receive in the Business Combination?

All of the stock options of Cognos (the “Cognos Options”) outstanding immediately prior to the Effective Time shall be assumed by Nocturne and converted into an option to purchase a number of shares of Nocturne Common Stock (the “Nocturne Options”) calculated according to a Common Exchange Ratio specified in Section 2.1(e)(iv) of the Merger Agreement.

All of the warrants of Cognos (the “Cognos Warrants”) that are outstanding immediately prior to the Effective Time will be assumed by Nocturne and converted into warrants for shares of Nocturne Common Stock (the “Nocturne Warrants”) on the same terms and conditions as were applicable to the Cognos Warrants immediately prior to the Effective Time, subject to certain adjustments pursuant to the Merger Agreement. Prior to the Effective Time, each holder of a Cognos Warrant will receive a notice setting forth the effect of the Merger on such holder’s Cognos Warrants and describing the treatment of each Cognos Warrant.

What happens if a substantial number of public shareholders vote in favor of the Merger Proposal and exercise their redemption rights?

Public shareholders may vote in favor of the Business Combination and still exercise their redemption rights, provided that Nocturne (without regard to any assets or liabilities of Cognos) after payment of all such redemptions, has at least $5,000,001 in net tangible assets immediately prior to the Closing. The Business Combination may be completed even though the funds available from the trust account and the number of public shareholders is substantially reduced as a result of redemptions by public shareholders. If the Business Combination is completed notwithstanding redemptions, the Company will have fewer public shares and public shareholders, the trading market for the Company’s securities may be less liquid and the Company may not be able to meet the minimum listing standards for a national securities exchange. Furthermore, the funds available from the trust account for working capital purposes of the Company after the Business Combination may not be sufficient for its future operations and may not allow the Company to reduce Cognos’ indebtedness and/or pursue its strategy for growth.

What equity stake will current Nocturne shareholders and Cognos shareholders hold in the Combined Company immediately after the Closing?

Upon consummation of the Business Combination (assuming, among other things, that after the October 2022 Redemptions and the April 2023 Redemptions, no Public Stockholders exercise redemption rights in connection with the Closing and the other assumptions described under the section with the heading “Frequently Used Terms — Share Calculations and Ownership Percentages”), (i) Nocturne’s Public Stockholders are expected to own approximately

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16.1% of the outstanding Combined Company Common Stock, (ii) the Initial Stockholders and related parties are expected to own approximately 21.4% of the outstanding Combined Company Common Stock and (iii) the Cognos stockholders are expected to own approximately 62.5% of the Combined Company Common Stock.

These percentages assume, among other assumptions, that at, or in connection with, the Closing, (i) after the October 2022 Redemptions and the April 2023 Redemptions, no Public Stockholders exercise their redemption rights in connection with the Business Combination, and (ii) an aggregate of shares of Combined Company Common Stock are issued to former stockholders of Cognos in accordance with the Business Combination Agreement. If actual facts are different from these assumptions, the percentage ownership retained by the Nocturne stockholders and Cognos stockholders in the Combined Company, and associated voting power, will be different.

If any of Nocturne’s Public Shareholders exercise redemption rights in connection with the Closing, the percentage of the outstanding Combined Company’s Common Stock held by Nocturne’s Public Shareholders will decrease and the percentages of the outstanding Combined Company’s Common Stock held by the Initial Shareholders, related parties and Cognos shareholders will increase, in each case, relative to the percentage held if none of the Public Shares are redeemed.

The following table illustrates varying ownership levels of the Combined Company immediately following the Business Combination:

Equity Capitalization Summary

 

Assuming
Minimum
Redemptions

 

Assuming
Mid-Point
Redemptions(1)

 

Assuming
Maximum Contractual
Redemptions(2)

Shares

 

%

 

Shares

 

%

 

Shares

 

%

Cognos stockholders(3)

 

11,632,831

 

62.5

%

 

11,632,831

 

63.3

%

 

11,632,831

 

64.2

%

Nocturne Public Stockholders(4)

 

3,001,416

 

16.1

%

 

2,750,841

 

15.0

%

 

2,500,265

 

13.8

%

Initial Stockholders and related parties(5)

 

3,988,267

 

21.4

%

 

3,988,267

 

21.7

%

 

3,988,267

 

22.0

%

Total common stock

 

18,622,514

 

100.0

%

 

18,371,939

 

100.0

%

 

18,121,363

 

100.0

%

____________

(1)      Represents mid-point stock redemption levels reflecting approximately 86% of the 11,500,000 redeemable public shares, or approximately 9,899,160 shares, which includes the 9,515,920 shares redeemed in October 2022 and the 132,664 shares redeemed in April 2023.

(2)      Represents maximum stock redemption levels reflecting approximately 88% of the 11,500,000 redeemable public shares, or approximately 10,149,735 shares, which includes the 9,515,920 shares redeemed in October 2022 and the 132,664 shares redeemed in April 2023. This is the maximum permitted amount of redemptions while still satisfying the conditions to the consummation of the Business Combination in the Merger Agreement.

(3)      The shares held by Cognos stockholders were calculated based on the stated $120 million pre-money enterprise value divided by the per-share valuation of $10.30 (including the 291,262 shares issuable to Maxim Partners immediately prior to the Effective Time as a portion of their success fee in connection with the consummation of the Business Combination), minus the 161,360 shares underlying the Cognos Options and the 48,080 shares underlying the Cognos Warrants, plus the 191,786 shares issuable in connection with the conversion of the bridge convertible notes upon the consummation of the Business Combination. Such 191,786 shares are excluded from the calculation of the aggregate stock consideration to be distributed to Cognos shareholders because such shares will be issued after the Business Combination has been consummated. As of September 30, 2023, Cognos had 4,066,784 options outstanding and 570,153 warrants outstanding. Based on a common exchange ratio of 0.31381 and the treasury method of accounting, a total of 161,360 shares of Combined Company Common Stock will be issued to the holders of Cognos Options and a total of 48,080 shares of Combined Company Common Stock will be issued to the holders of Cognos Warrants.

(4)      The shares held by Nocturne Public Stockholders were calculated based on (i) the 1,851,416 Public Shares issued and outstanding as of September 30, 2023, (ii) minus 250,576 shares and 501,151 shares under mid-point redemptions and Maximum Contractual Redemptions, respectively, (iii) plus the issuance of 1,150,000 shares of Combined Company Common Stock pursuant to the Rights. Such amount reflects the issuance of one-tenth (1/10) of one ordinary share of Combined Company Common Stock for each public right upon the consummation of the Business Combination.

(5)      The shares held by Initial Stockholders and related parties were calculated based on the 3,340,000 shares issued and outstanding as of September 30, 2023, plus the issuance of 601,767 shares of Nocturne Common Stock in connection with the conversion of Nocturne’s related party advances and promissory notes, plus the issuance of 46,500 shares of the Combined Company Common Stock pursuant to the Rights. Such amount reflects the issuance of one-tenth (1/10) of one ordinary share of Combined Company Common Stock for each private right upon the consummation of the Business Combination.

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Notwithstanding the number of redemptions, the deferred underwriting fee of $4,025,000 in connection with the IPO will remain constant and be released to the underwriters only on completion of the Business Combination. Accordingly, the deferred underwriting fee will equal 18.8% of the cash remaining in the Trust Account if there are minimum redemptions, 21.7% if there are mid-point redemptions and 25.8% if there are Maximum Contractual Redemptions.

In addition, the following table illustrates varying ownership levels in Nocturne Public Shares immediately following the consummation of the Business Combination based on the varying levels of redemptions by the Public Stockholders, on a fully diluted basis, showing full exercise and conversion of all securities that may be outstanding as of the Closing of the Business Combination, including (i) the Cognos Options and (ii) the Cognos Warrants:

Equity Capitalization Summary

 

Assuming
Minimum
Redemptions

 

Assuming
Mid-Point
Redemptions(1)

 

Assuming
Maximum Contractual
Redemptions(2)

Shares

 

%

 

Shares

 

%

 

Shares

 

%

Cognos stockholders(3)

 

11,842,271

 

62.9

%

 

11,842,271

 

63.7

%

 

11,842,271

 

64.6

%

Nocturne Public Stockholders(4)

 

3,001,416

 

15.9

%

 

2,750,841

 

14.8

%

 

2,500,265

 

13.6

%

Initial Stockholders and related
parties(5)

 

3,988,267

 

21.2

%

 

3,988,267

 

21.5

%

 

3,988,267

 

21.8

%

Total common stock

 

18,831,954

 

100.0

%

 

18,581,379

 

100.0

%

 

18,330,803

 

100.0

%

____________

(1)      Represents mid-point stock redemption levels reflecting approximately 86% of the 11,500,000 redeemable public shares, or approximately 9,899,160 shares, which includes the 9,515,920 shares redeemed in October 2022 and the 132,664 shares redeemed in April 2023.

(2)      Represents maximum stock redemption levels reflecting approximately 88% of the 11,500,000 redeemable public shares, or approximately 10,149,735 shares, which includes the 9,515,920 shares redeemed in October 2022 and the 132,664 shares redeemed in April 2023. This is the maximum permitted amount of redemptions while still satisfying the conditions to the consummation of the Business Combination in the Merger Agreement.

(3)      The shares held by Cognos stockholders were calculated based on the stated $120 million pre-money enterprise value divided by the per-share valuation of $10.30 (including the 161,360 shares underlying the Cognos Options, the 48,080 shares underlying the Cognos Warrants, and the 291,262 shares issuable to Maxim Partners immediately prior to the Effective Time as a portion of their success fee in connection with the consummation of the Business Combination), plus the 191,786 shares issuable in connection with the conversion of the bridge convertible notes upon the consummation of the Business Combination. Such 191,786 shares are excluded from the calculation of the aggregate stock consideration to be distributed to Cognos shareholders because such shares will be issued after the Business Combination has been consummated. As of September 30, 2023, Cognos had 4,066,784 options outstanding and 570,153 warrants outstanding. Based on a common exchange ratio of 0.31381 and the treasury method of accounting, a total of 161,360 shares of Combined Company Common Stock will be issued to the holders of Cognos Options and a total of 48,080 shares of Combined Company Common Stock will be issued to the holders of Cognos Warrants.

(4)      The shares held by Nocturne Public Stockholders were calculated based on (i) the 1,851,416 Public Shares issued and outstanding as of September 30, 2023, (ii) minus 250,576 shares and 501,151 shares under mid-point redemptions and Maximum Contractual Redemptions, respectively, (iii) plus the issuance of 1,150,000 shares of Combined Company Common Stock pursuant to the Rights. Such amount reflects the issuance of one-tenth (1/10) of one ordinary share of Combined Company Common Stock for each public right upon the consummation of the Business Combination.

(5)      The shares held by Initial Stockholders and related parties were calculated based on the 3,340,000 shares issued and outstanding as of September 30, 2023, plus the issuance of 601,767 shares of Nocturne Common Stock in connection with the conversion of Nocturne’s related party advances and promissory notes, plus the issuance of 46,500 shares of the Combined Company Common Stock pursuant to the Rights. Such amount reflects the issuance of one-tenth (1/10) of one ordinary share of Combined Company Common Stock for each private right upon the consummation of the Business Combination.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” and, with respect to the determination of the “Maximum Contractual Redemptions,” the section entitled “Unaudited Pro

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Forma Condensed Combined Financial Statements.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

What happens to the funds deposited in the trust account after completion of the Business Combination?

After completion of the Business Combination, the funds in the trust account will be used to pay holders of the public shares who exercise redemption rights. After paying the redemptions, a portion of the funds in the trust account will be used to pay deferred IPO underwriting fees to Chardan Capital Markets and transaction expenses incurred in connection with the Business Combination, including but not limited to legal fees to EGS and advisory fees to Maxim. The remaining funds in the trust account may also be used to reduce the accrued expenses that the Company owes to Dechert.

After taking into account all anticipated payments in connection with the Business Combination, we expect that, assuming minimum, mid-point and Maximum Contractual Redemptions, $13.6 million, $10.7 million and $7.8 million, respectively, will remain available in the trust account for working capital and general corporate purposes. As of December 28, 2023, the value of cash and marketable securities held in the trust account was at least twenty-one million six hundred ten thousand and four hundred ninety-seven dollars ($21,610,497). These funds will not be released until the earlier of the completion of the Business Combination or the redemption of the public shares if Nocturne is unable to complete a Business Combination by January 5, 2024 (or a date on any of the one-month increments between February 5, 2024 and July 5, 2024, if Nocturne’s shareholders approve up to five one-month extensions at the extraordinary general meeting to be held on January 2, 2024, as disclosed in Nocturne’s proxy statement, filed with the SEC on December 11, 2023) (less taxes payable and up to $100,000 of interest to pay dissolution expenses).

Will Nocturne or Cognos obtain new financing in connection with the Business Combination?

Nocturne may pursue potential PIPE Investment or Note Investment transactions (as further described below in the sections of this proxy statement/prospectus titled “Pipe Investment” and “Note Investment,” respectively) prior to or in connection with the Closing. Additionally, Cognos may pursue potential bridge financing to cover its liquidity needs during the interim operating period prior to the Closing. Any such bridge financing will be subject to a consent right by Nocturne under the terms of the Merger Agreement.

What vote is required to approve the proposals presented at the Special Meeting?

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.

The approval of the Transaction Proposal requires the affirmative vote of the holders of at least a majority of the Nocturne Ordinary Shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting.

The approval of the Issuance Proposal requires the affirmative vote of the holders of at least a majority of the Nocturne Ordinary Shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting.

The approval of the Interim Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.

The approval of the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.

The approval of the Organizational Documents Proposals requires the affirmative vote of the holders of at least a majority of the Nocturne Ordinary Shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting.

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The approval of the LTIP Proposal requires the affirmative vote of the holders of a majority of the Nocturne Ordinary Shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, vote thereon at the Special Meeting.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the Nocturne Ordinary Shares who, being present (in person or by proxy) and entitled to vote at the Special Meeting, who vote thereon at the Special Meeting.

Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of any of the proposals.

Our Non-Redeeming Sponsor-Related Shareholders have agreed to vote their Nocturne Ordinary Shares in favor of each of the proposals.

What happens if the Transaction Proposal is not approved?

If the Transaction Proposal is not approved and we do not consummate an initial business combination by January 5, 2024 (or a date on any of the one-month increments between February 5, 2024 and July 5, 2024, if Nocturne’s shareholders approve up to five one-month extensions at the extraordinary general meeting to be held on January 2, 2024, as disclosed in Nocturne’s proxy statement, filed with the SEC on December 11, 2023 we will be required to dissolve and liquidate the trust account, unless we extend the date by which we have to complete an initial business combination under the Existing Organizational Documents and the Trust Agreement.

Who can vote at the Special Meeting?

Only holders of record of Nocturne Ordinary Shares at the close of business on December 29, 2023 are entitled to have their vote counted at the Special Meeting and any adjournments or postponements thereof. As of the record date, 5,191,416 ordinary shares were outstanding and entitled to vote.

Shareholder of Record: Shares Registered in Your Name.    If, on the record date, your shares or units were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote virtually at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting, the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank.    If, on the record date, your shares or units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting virtually. However, since you are not the shareholder of record, you may not vote your shares virtually at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.

What constitutes a quorum at the Special Meeting?

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority of the issued and outstanding shares of the Company on the record date, including those shares held as a constituent part of our units, are represented in person (including virtually) or by proxy at the Special Meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the Special Meeting. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of any of the Proposals. If there is no quorum, the presiding officer of the Special Meeting may adjourn the Special Meeting to another date.

How will Nocturne’s directors and officers vote?

Our Sponsor and management team have agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote.