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Nocturne Acquisition Corporation Announces Termination and Liquidation of Trust Account

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Nocturne Acquisition (NASDAQ:MBTCU) announced the termination and liquidation of its Trust Account due to the inability to complete a business combination with Cognos Therapeutics, Inc. The Company will redeem all outstanding public shares at a per-share price of approximately $11.79.
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Insights

Scrutiny of a Special Purpose Acquisition Company's (SPAC) trajectory, such as Nocturne Acquisition Corporation, commonly involves analyzing their ability to identify and merge with a suitable target. The termination of Nocturne's pursuit of a business combination with Cognos Therapeutics signifies a critical juncture. SPACs, by design, have a finite window to execute a merger, often 18-24 months. Failure to do so mandates the liquidation of their trust account, refunding investors.

In this instance, the redemption price of approximately $11.79 per share for Nocturne's public shares is noteworthy; it not only reflects the capital initially invested but also the accrued interest, minus expenses and tax obligations. Stakeholders often anticipate a premium over the initial SPAC offering price, which is typically $10.00 per share. However, given the close proximity of the redemption amount to this base level, investors may see minimal capital appreciation, a result that's less than ideal in comparison to traditional equity investments over a similar period.

For retail investors, this denotes a return of capital, not a return on capital—raising questions about opportunity costs. It is the redeployment of these funds that will now occupy the minds of shareholders, as they weigh alternative investment opportunities against the backdrop of market conditions prevalent at the time of the liquidation.

Examining the macro impact of Nocturne's liquidation requires understanding the public's sentiment towards SPACs. Initially lauded as a revolutionary vehicle for bringing private companies public, SPACs have faced increased scrutiny over their risk profile and the quality of their merger targets. The inability of Nocturne to finalize a merger could reinforce the narrative of caution, potentially cooling the investor enthusiasm for similar ventures.

Furthermore, the performance of SPACs post-merger has varied, with some failing to meet projected financial targets, leading to a broader reevaluation within the investment community. This liquidation event might cause investors to seek more traditional routes for investment, favoring direct listings or IPOs, which have more established regulatory frameworks and historical performance data.

SANTA ANA, CA / ACCESSWIRE / April 17, 2024 / Nocturne Acquisition Corp. (NASDAQ:MBTCU) (the "Company"), announced today that it will be unable to complete an initial business combination with Cognos Therapeutics, Inc. and intends to liquidate the Trust Account.

In connection with the liquidation of the Trust Account, the Company will redeem all of the outstanding public shares of common stock (the "Public Shares") at a per-share redemption price of approximately $11.79, after taking into account the removal of a portion of the accrued interest in the Trust Account to pay taxes and dissolution expenses. As of the close of business on or about April 18, 2024, the Public Shares will be deemed cancelled and stockholders will have the right to receive the redemption amount.

In order to provide for the disbursement of funds from the Trust Account, the Company has instructed Continental Stock Transfer & Trust Company ("Continental"), the trustee of the Trust Account, to take all necessary actions to liquidate the Trust Account. Record holders will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental, the Company's transfer agent. Beneficial owners of Public Shares held in "street name," however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed on or about April 18, 2024.

The Company's sponsor has agreed to waive its redemption rights with respect to its founder shares and private units.

The Company expects that the Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the "SEC") to delist the Company's securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

About Nocturne Acquisition Corp.

The Company is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern the Company's expectations, strategy, plans or intentions. Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.

MBTC Company/Media Contact:

investors@nocturnecorp.com
media@nocturnecorp.com

MBTC Investor Relations Contact:

Chris Tyson/Doug Hobbs
SPAC Alpha IR+
(949) 491-8235
MBTC@mzgroup.us

SOURCE: Nocturne Acquisition Corporation



View the original press release on accesswire.com

FAQ

Why did Nocturne Acquisition announce the termination and liquidation of its Trust Account?

Nocturne Acquisition announced the termination and liquidation of its Trust Account due to the inability to complete an initial business combination with Cognos Therapeutics, Inc.

What is the per-share redemption price for the outstanding public shares of common stock?

The per-share redemption price for the outstanding public shares of common stock is approximately $11.79.

Which company was Nocturne Acquisition unable to complete a business combination with?

Nocturne Acquisition was unable to complete a business combination with Cognos Therapeutics, Inc.

What will happen to the Trust Account after the liquidation?

After the liquidation of the Trust Account, the Company will redeem all outstanding public shares of common stock.

Nocturne Acquisition Corporation

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