Nocturne Acquisition Corp Enters Merger Agreement with Cognos Therapeutics, Plans to Become Cognos Therapeutics Holdings, Inc.

Nocturne Acquisition Corp (MBTC) has entered into a merger agreement and plans to domesticate as a Delaware corporation, renaming itself Cognos Therapeutics Holdings, Inc. The company recently reported its financial activities and subsequent events from their initial public offering (IPO) in April 2021. Their primary objective is to execute a business combination, which they intend to achieve using cash from their IPO proceedings and the sale of private placement units.

Merger Agreement and Domestication

On December 30, 2022, Nocturne Acquisition Corp entered into a merger agreement with Nocturne Merger Sub, Inc., and Cognos Therapeutics, Inc. The deal’s completion will result in the domestication of the company as a Delaware corporation and changing its name to Cognos Therapeutics Holdings, Inc. The surviving entity, a wholly-owned subsidiary, will be the outcome of the merger between Nocturne Merger Sub and Cognos.

In return for the merger, current Cognos’ common stockholders will have their shares canceled and converted into the right to receive a certain number of Nocturne common stock shares. Nocturne plans to call an extraordinary general meeting for its ordinary shares holders to approve the merger.

Financial Report and IPO Proceeds

As of March 31, 2023, Nocturne reported a net loss of $308,711, primarily due to operating costs. However, they also reported non-operating income from interest earned on marketable securities held in their Trust Account. The company does not expect to generate any operating revenue until after the business combination with Cognos Therapeutics.

Nocturne Acquisition Corp generated significant cash in its Initial Public Offering (IPO) and subsequent sale of private placement units, which contributed to placing a total of $116,150,000 in the Trust Account. They incurred $6,597,115 in transaction costs during this process. As of March 31, 2023, they had $11,563 in cash, intending to utilize funds primarily for completing the initial business combination with Cognos.

Loan Commitment and De-SPAC Deadline

The company secured a commitment from its sponsor to provide $150,000 in loans through October 5, 2023, which serves as the current De-SPAC Deadline. These loans will be non-interest bearing, unsecured, and will be repaid upon the consummation of a business combination. If the company fails to complete a business combination, all loaned amounts will be forgiven except for any funds available outside of the trust account.


Nocturne Acquisition Corp’s ambitious plans for merging with Cognos Therapeutics and renaming itself to Cognos Therapeutics Holdings, Inc., signals a progressive step towards achieving their primary business combination objective. The strategic utilization of funds from the IPO and securing loan commitments will serve as essential factors in completing this transaction. The company’s future direction heavily relies on the successful consummation of this business combination.

Income Statement

Financials in millions USD. Fiscal year is January – December. source

Year 2022 2021
0 Selling, General & Admin 2.05 0.72
1 Operating Expenses 2.05 0.72
2 Operating Income -2.05 -0.72
3 Other Expense / Income -0.84 -0.01
4 Pretax Income -1.21 -0.71
5 Net Income -1.21 -0.71
6 Shares Outstanding (Basic) 9 12
7 Shares Outstanding (Diluted) 9 12
8 Shares Change -23.14%
9 EPS (Basic) -0.14 -0.06
10 EPS (Diluted) -0.14 -0.06
11 Free Cash Flow Per Share -0.14 -0.05
12 EBITDA -1.21 -0.71
13 EBIT -1.21 -0.71

Note that we may hold securities mentioned in this article. All data is based on recent SEC filings. Even though we have implemented various manual and automatic fact-checking and data acquisition processes, some incorrect information may have slipped through (false positive). Let us know if you find any inconsistencies!