Nocturne shareholders approve removal of $5M NTA requirement

the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “ Charter ”, and such amendment the “ NTA Requirement Amendment ”) to delete: (i) the limitations that the Company shall not consummate a business combination (as defined in the Charter) if it would cause the Company’s net tangible assets (“ NTAs ”) to be less than $5,000,001; and (ii) the limitations that the Company shall not redeem or repurchase its ordinary shares in an amount that would cause the Company’s NTAs to be less than $5,000,001 following such redemptions or repurchases, as applicable.

At the Meeting, an aggregate of 3,769,200 ordinary shares of the Company, which represents a quorum of the outstanding ordinary shares entitled to vote as of the record date of December 29, 2023 (the “ Record Date ”), were represented in person or by proxy at the Meeting. At the Meeting, the Company’s shareholders voted on the following proposal, which was approved: (1) The NTA Requirement Amendment Proposal - A proposal to amend, by special resolution, the Company’s Amended and Restated Memorandum and Articles of Association (as amended) (our “charter”) to delete: (i) the limitations that the Company shall not consummate a business combination (as defined in the charter) if it would cause the Company’s net tangible assets (“NTAs”) to be less than $5,000,001; and (ii) the limitations that the Company shall not redeem or repurchase its ordinary shares in an amount that would cause the Company’s NTAs to be less than $5,000,001 following such redemptions or repurchases, as applicable (the