Sec Form 3 Filing - Lin Haoyu @ Nocturne Acquisition Corp - 2024-02-02

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
Lin Haoyu
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Strategy Officer
(Last) (First) (Middle)
C/O NOCTURNE ACQUISITION CORPORATION, P.O. BOX 25739
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2024
(Street)
SANTA ANA,, CA92799
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 3,340,000 ( 1 ) I See Footnote ( 2 )
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
Lin Haoyu
C/O NOCTURNE ACQUISITION CORPORATION
P.O. BOX 25739
SANTA ANA,, CA92799
X Chief Strategy Officer
Signatures
/s/ Haoyu Lin 02/12/2024
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 indirectly owned by the reporting person include (1) up to 375,000 shares that are subject to forfeiture in the event that 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, and (2) up to 450,000 ordinary shares underlying units (each unit consisting of one ordinary share and one right (each right entitles the holder to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination) acquired pursuant to a unit subscription agreement by and between the Sponsor and the issuer in a private placement.
( 2 )Haoyu Lin is married to Ka Seng (Thomas) Ao, Chief Financial Officer and director of the Company and therefore may be deemed to have indirect beneficial ownership of ordinary shares held by Mr. Ao. Mr. Ao is a managing member of the Sponsor and shares voting and investment discretion with respect to the securities held directly by the Sponsor. As such, Mr. Ao may be deemed to have indirect beneficial ownership of ordinary shares held directly by the Sponsor. Ms. Lin disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest she 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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