Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On June 30, 2022, an aggregate of $1,150,000 (the "Extension Payment") was
deposited by Mindfulness Capital Management Limited, a Cayman Islands exempted
company ("Mindfulness"), into the trust account of Nocturne Acquisition
Corporation, a Cayman Islands exempted company (the "Company") for the public
shareholders, representing $0.10 per public share, which enables the Company to
extend the period of time it has to consummate its initial business combination
by three months from July 5, 2022 to October 5, 2022 (the "Extension"). The
Extension is the second of the two three-month extensions permitted under the
Company's governing documents.
In connection with the Extension Payment, the Company issued to Mindfulness an
unsecured promissory note (the "Note") having a principal amount equal to the
amount of the Extension Payment.
The Note is non-interest bearing and payable (subject to the waiver against
trust provisions) on the earlier of (i) the date on which the Business
Combination is consummated and (ii) the date of the liquidation of the Company.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference. The disclosures set forth in this
Item 2.03 are intended to be summaries only and are qualified in their entirety
by reference to the Note.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 4, 2022, Etienne Snyman tendered his resignation as member of the
Board. Mr. Snyman resigned due to a disagreement with the Company regarding the
completion of the Extension.
Item 7.01 Regulation FD Disclosure.
On July 5, 2022, the Company issued a press release (the "Press Release")
announcing that the Extension Payment had been made. A copy of the Press Release
is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and
Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Promissory Note, dated July 5, 2022, issued by Nocturne Acquisition
Corporation to Mindfulness Capital Management Limited
99.1 Press Release, dated July 5, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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