Haoyu Lin - Feb 2, 2024 Form 3 Insider Report for Nocturne Acquisition Corp (MBTCU)

Role: Chief Strategy Officer, Director
Signature: /s/ Haoyu Lin
Stock symbol: MBTCU
Transactions as of: Feb 2, 2024
Transactions value $: $0
Form type: 3
Date filed: 2/12/2024, 08:26 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MBTCU	Ordinary Shares						3.34M	Feb 2, 2024	See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.