Sec Form 3 Filing - Monzon Henry @ Nocturne Acquisition Corp - 2021-03-23

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Monzon Henry
2. Issuer Name and Ticker or Trading Symbol
Nocturne Acquisition Corp [ MBTCU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O NOCTURNE ACQUISITION CORPORATION, 7244 CARRIZO DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/23/2021
(Street)
LA JOLLA,, CA92037
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 2,875,000 ( 1 ) ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Monzon Henry
C/O NOCTURNE ACQUISITION CORPORATION
7244 CARRIZO DRIVE
LA JOLLA,, CA92037
X X Chairman and CEO
Signatures
/s/ Henry Monzon 03/23/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares represent ordinary shares of Nocturne Acquisition Corporation (the "Company"), held by Nocturne Sponsor, LLC (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the Company. The ordinary shares owned by the reporting person include up to 375,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the Company's securities do not exercise in full their over-allotment option as described in the Company's registration statement.
( 2 )Henry Monzon, Chief Executive Officer and Chairman of the Company, and Ka Seng (Thomas) Ao, Chief Financial Officer and Director of the Company, are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held directly by the Sponsor. As such, Messrs. Monzon and Ao may be deemed to have indirect beneficial ownership of ordinary shares held directly by the Sponsor. Messrs. Monzon and Ao disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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