The Special Purpose Acquisition Company (SPAC) Nocturne Acquisition Corp (ticker: MBTC), currently focused on completing its initial business combination with Cognos, has set October 5, 2023, as the deadline for the completion of this combination. According to the company’s recent SEC report, failure to complete the business combination within the given period could result in the company ceasing all operations except for winding up, redeeming the outstanding public shares, and ultimately dissolving.
The SEC report also mentions that if the company fails to complete the business combination within the allowed period, the Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares. However, this waiver will not apply to any public shares acquired by the Sponsor in or after the initial public offering (IPO), which will be entitled to liquidating distributions from the Trust Account.
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The company initially faced a De-SPAC Deadline of April 5, 2023, but held an extraordinary general meeting on April 3, 2023, to gain approval for extending the deadline in order to allow more time to complete the initial business combination with Cognos. With this extension, the company’s current De-SPAC Deadline is October 5, 2023.
There are risks and uncertainties surrounding the potential negative impact of the ongoing COVID-19 pandemic and the Russian Federation’s military action in Ukraine, including economic sanctions instituted by various nations, on the company’s financial position and operating results. Furthermore, the company continues to assess its ability to continue as a going concern, as its financial condition and liquidity remain uncertain.
As of March 31, 2023, Nocturne Acquisition Corp has approximately $12,000 in its operating bank account, with the company’s liquidity needs being satisfied primarily through payments from the Sponsor and proceeds from the consummation of the Private Placement not held in the Trust Account, which are being used to provide the necessary working capital.
If Nocturne fails to complete a business combination or if its funds and estimates for operating costs are insufficient, the company may need to obtain additional financing in order to continue its operations. Such financing may result in the issuance of additional securities or the incurrence of debt, which could negatively impact the company’s financial position and future prospects.
With the current De-SPAC Deadline set at October 5, 2023, Nocturne Acquisition Corp is actively working to complete the business combination with Cognos, reducing the risk of the company having to liquidate its assets and dissolve. While uncertainties remain, shareholders can remain hopeful that the company will successfully complete the combination in the given timeframe, and quickly capitalize on the opportunities presented by this new venture.
Financials in millions USD. Fiscal year is January – December. source
|0||Selling, General & Admin||2.05||0.72|
|3||Other Expense / Income||-0.84||-0.01|
|6||Shares Outstanding (Basic)||9||12|
|7||Shares Outstanding (Diluted)||9||12|
|11||Free Cash Flow Per Share||-0.14||-0.05|
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