Notification That Annual Report Will Be Submitted Late (nt 10-k)
April 03 2023 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check
One): |
☒ Form 10-K ☐ Form 10-Q ☐ Form 11-K |
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☐ Form 20-F ☐ Form N-CSR ☐ Form N-SAR |
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For Period
Ended: December 31, 2022 |
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☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☒ Transition Report on Form N-SAR
For the Transition Period Ended: N/A |
Read Instruction (on back page) Before Preparing Form. Please Print
or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein. |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A |
PART I — REGISTRANT INFORMATION
Nocturne Acquisition Corporation |
Full name of Registrant |
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N/A |
Former name if Applicable |
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3 Germay Drive, Unit 4 #1066 |
Address of Principal Executive Office (Street and Number) |
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Wilmington, DE 19804 |
City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
☒ |
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(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
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☒ |
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(b) |
The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and |
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☒ |
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(c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail the reasons why the Form
10-K, 11-K, 20-F, 10-Q, N-SAR, or other transition report or portion thereof, could not be filed within the prescribed period.
The Company experienced unanticipated delays in compiling certain
necessary information to complete its audited financial statements and prepare a complete filing of its Annual Report in a timely manner
without unreasonable effort or expense.
The Company expects to file its Form 10-K within the fifteen-day extension
period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended
PART IV — OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard to this notification |
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Ka Seng (Thomas) Ao |
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858 |
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228-7142 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
(2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
been filed? If answer is no, identify report(s).
☒ Yes ☐
No |
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(3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statement to be included in the subject report or portion thereof?
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Yes ☒No |
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If so, attach an explanation of the
anticipated change, both narratively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Nocturne Acquisition Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
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NOCTURNE ACQUISITION CORPORATION |
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Date: March 31, 2023 |
By: |
/s/ Henry Monzon |
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Name: |
Henry Monzon |
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Title: |
Chief Executive Officer |
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(Principal Executive Officer) |
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Date: March 31, 2023 |
By: |
/s/ Ka Seng (Thomas) Ao |
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Name: |
Ka Seng (Thomas) Ao |
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Title: |
Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
3
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