---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-018018"
form_type: "8-K"
ticker: null
cik: "0001837344"
company_name: "Nocturne Acquisition Corp"
filed_at: "2024-02-28T23:59:59+00:00"
generated_at: "2026-06-05T09:26:28.217600+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# Nocturne shareholders approve removal of $5M NTA requirement

## Summary
- 3,769,199 votes for, 1 against; 3,769,200 shares represented quorum.
- Amendment deletes condition that NTAs must exceed $5,000,001 for business combination or redemptions.
- Effective February 22, 2024; charter amended accordingly.
- 621 public shares redeemed (≈0.03% of public shares) in connection with meeting.

## SEC filing metadata
- accession: 0001213900-24-018018
- form_type: 8-K
- cik: 0001837344
- company_name: Nocturne Acquisition Corp
- filed_at: 2024-02-28T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 3.03, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1837344/000121390024018018/0001213900-24-018018-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1837344/000121390024018018/ea0200591-8k425_nocturne.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-018018
- JSON: https://secwatch.observer/filing/0001213900-24-018018.json
- Plain text: https://secwatch.observer/filing/0001213900-24-018018.txt

## Key facts
- Governance Changes
  Nocturne Acquisition Corp: Shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to delete net tangible asset requirements that would prevent consummation of a business combination or redemptions if NTAs fell below $5,000,001 (effective 2024-02-22).
  - Change: charter amendment
  - Effective: 2024-02-22
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1837344/000121390024018018/0001213900-24-018018-index.htm
- Shareholder Votes
  Nocturne Acquisition Corp shareholders approved 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 c at the 2024-02-28 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2024-02-28
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1837344/000121390024018018/0001213900-24-018018-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.