Nocturne Acquisition merger with Cognos expires; Nasdaq delisting notice received, meeting canceled

Nocturne Acquisition Corp

Merger agreement with Cognos Therapeutics expired automatically on March 31, 2024, after Outside Date passed without closing.
Nasdaq notified Nocturne on March 26, 2024 of non-compliance with SPAC listing rule; delisting effective April 4, 2024 as no hearing requested.
Extraordinary General Meeting for the business combination, previously postponed to April 2, 2024, has been canceled permanently.
Company intends to allow its securities to be delisted from Nasdaq; no further merger vote will occur.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Nocturne Acquisition Corp terminated Agreement and Plan of Merger and Reorganization with Cognos Therapeutics, Inc. (effective 2024-03-31).

Action: termination
Agreement: merger
Counterparty: Cognos Therapeutics, Inc.
Effective: 2024-03-31

Exact text from the filing

f Nocturne (“Merger Sub”), and Cognos Therapeutics, Inc., a Delaware corporation (“Cognos”), with respect to a proposed initial business combination (such proposed business combination the “Merger”).

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Source: SEC EDGAR

accession 0001213900-24-028901

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