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Nocturne Acquisition Corp - MBTC

  • Commons

    $9.97

    -0.20%

    MBTC Vol: 6.0

  • Units

    $10.38

    -4.91%

    MBTCU Vol: 957.0

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SPAC Stats

Market Cap: 148.0M
Average Volume: 13.1K
52W Range: $9.70 - $10.35
Weekly %: -0.80%
Monthly %: -0.40%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 256
Unit composition:
Each unit has an offering price of $10.00 and consists of one of our ordinary shares and one right
Trust Size: 10000000.0M

Management

Our Management Team Our management team is led by Henry Monzon, our Chief Executive Officer, and Ka Seng (Thomas) Ao, our Chief Financial Officer who have extensive international experience in disruptive technologies, business operations, investments and merger and acquisition transactions. Henry Monzon has served as our Chairman and Chief Executive Officer since inception. Mr. Monzon has served as Chairman, CEO & Co-Founder of Katena Computing Technologies, a bitcoin technology company backed by Jaan Tallinn (co-founder of Skype) and executives of Qualcomm Incorporated (NASDAQ: QCOM), since January 2020. Since May 2020, Mr. Monzon also served as the Chief Financial Officer of Luminous Computing, a moonshot artificial intelligence technology company, prior to which he served as an advisor to the company from October 2019 to May 2020. Luminous’ investors include Bill Gates, Luke Nosek of Gigafund and Ali Partovi of 2 Table of Contents Neo and has recently completed a significant Series-A round with $100 million USD committed. Prior to Luminous and Katena, Mr. Monzon served, from March 2018 to March 2019, as the Chief Revenue Officer of Bitfury Group, a European-based blockchain technology company. Mr. Monzon led significant revenue growth in 2018 during his tenure as Chief Revenue Officer at Bitfury. While there, Mr. Monzon led the strategic re-positioning of the company in order to serve institutional investors and oversaw various bitcoin data center operations in North America, Iceland, Norway, Georgia and Central Asia. In North America, Mr. Monzon supported the expansion of Hut 8 mining, one of the largest publicly listed Bitcoin mining companies in the world (TSX: HUT), with close to 1000 Petahash of production in more than 100MW operations. From January 2017 to August 2019, Mr. Monzon served as Strategic Partner of Hyperloop Transportation Technologies, Inc., a transportation and technology company. From 1998 to 2017, Mr. Monzon held various roles at Qualcomm, including engineering, program and product management, and executive business development roles. Mr. Monzon led the adoption and growth of Qualcomm’s Snapdragon chipsets with global customers and partners in Long Term Evolution (LTE) ecosystem such as Original Equipment Manufacturers (OEM), Original Design Manufacturer’s (ODM), retailers and technology partners in various regions including in North America, Latin America, Europe and Asia. Ka Seng (Thomas) Ao has served as our Chief Financial Officer and a Director since inception. Mr. Ao has extensive experience with M&A transactions and financial leasing. Mr. Ao has served as the Chief Executive Officer of MCL Financial Leasing, a provider of financial leasing services for bitcoin mining facilities, since January 2020. MCL Financial Leasing works closely with mining hardware manufacturers including Bitmain, MicroBT and Canaan (NASDAQ: CAN). Since September 2018, Mr. Ao has served as the director of Mindfulness Capital, a venture capital fund that focuses on early stage technology companies. From January 2016 to September 2018, Mr. Ao served as Vice President of HF Venture, an asset management firm that manages M&A funds for multiple listed companies in the industrial sector including Kingsignal Technology Co Ltd (SHE: 300252) and Anhui Zhongding Sealing Parts Co., Ltd. (SHE: 000887). From October 2010 to December 2015, Mr. Ao served as Vice President of Auone Electronic, a thermostats manufacturer that supplies Fortune 500 brands including Panasonic (OTCMKTS: PCRFF), Philips, and Schneider Electric (OTCMKTS: SBGSF). Etienne Snyman will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Since August 2017, Mr. Snyman has served as a Principal of Induna Energy Inc. (“Induna”), an energy consultancy firm that provides energy solutions to data centers. Through Induna, since August 2018, Mr. Snyman has served as Head of Power for Hut 8 Mining Corp. (TSX: HUT), a Canadian crypto currency mining company. In this role Mr. Snyman is responsible for optimization of electricity costs and supply and led the development and construction of a $90 million data center in 2018 and spearheaded the installation of other equipment in 2020. From July 2012 to August 2017, Mr. Snyman held managerial roles at ATCO Power Canada Ltd., a developer, builder and operator of power generation faculties, business development. Prior to joining ATCO power Canada Ltd., Mr. Snyman had leadership roles at China National Offshore Oil Corporation, and ENMAX Energy Corporation, spanning all aspect of electricity industry, including regulatory oversight, energy trading, commercial analytics, development, and construction. Mr. Snyman had a leading commercial role in transactions totaling of over $1.5 billion in transmission, wind, hydro, and thermal energy infrastructure. Marcus Vincent Gomez will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Since June 2018, Mr. Gomez has served as co-founder, Chief Executive Officer, and Chairman of Luminous Computing, Inc., an artificial intelligence technology company. Mr. Gomez leads Luminous’ product, fundraising, and sales efforts and, most recently, he spearheaded Luminous’ historic $9 million seed and $100 million Series A financings, attracting investors including Bill Gates, Travis Kalanick, Dara Khosrowshahi, Ali Partovi (Neo), and Luke Nosek (Gigafund). From January 2018 to June 2018, Mr. Gomez served as an original member of the artificial intelligence research team for Tinder Inc., a geosocial networking and online dating platform. Kashan Piracha will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Piracha has 24 years of experience in the tech industry. Mr. Piracha has held various roles at Qualcomm (NASDAQ: QCOM), since 1997. Currently Mr. Piracha is a Senior Director of Product Management playing an integral role in deployment of Qualcomm’s 5G mobile technology in various regions across the globe with special emphasis in Europe, Middle East and South East Asia. Prior to Mr. Pircaha’s role as Senior Director of Product Management, he led Qualcomm’s mobile chipset partnerships and alignment with key global 3 Table of Contents mobile network vendors. In this capacity Mr. Piracha initiated and built essential partnerships for Qualcomm with the leading network providers in the world and spearheaded the deployments of 3G and 4G mobile technologies with these partners. Mr. Piracha has also held roles at Qualcomm in Program Management as well as Engineering. The past performance of our management team, or advisor or their respective affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. No member of our management team has had management experience with special purpose acquisition corporations in the past. You should not rely on the historical record of our management team’s or advisor’s or their respective affiliates’ performance as indicative of our future performance. Business Strategy Our business strategy is to identify and consummate an initial business combination with a disruptive technology company that focuses on blockchain and artificial intelligence. We will seek to acquire established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic or managerial redirection to maximize value. We may also look at earlier stage companies that exhibit the potential to change the industries in which they participate and which will offer the potential of sustained high levels of revenue growth and path to profitability. Our management team and sponsor have experience in: • Operating and managing companies, formulating business strategies and executing action plans with internal resources and external business partners • Developing business opportunities and procurement in North America, Europe and Asia; • Forming strategic partnerships with other companies to develop cross merchandizing networks; • Advising technology companies’ management in the fields of product development, business strategy and financial planning; • Investing and building companies in the technology sector with unique market insights; • Improving efficiency for businesses by implementing information technology systems; • Building relationships with upstream vendors, logistics vendors, clients, and financial institutions; • Identifying, acquiring, and structuring M&A transactions on behalf of public companies; Business Combination Criteria We have developed the following guidelines that we believe are important when we evaluate prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, though we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. • Companies with operations or prospects in the disruptive technology sector. Based upon our management team’s experience, we believe we have a competitive advantage and excellent access to investment opportunities when negotiating a business combination with potential targets in the sector. Our management team’s network of contacts and extensive experience provide them with opportunities to source and evaluate targets, enter into a business combination with a target and help grow their business. • Companies that are fundamentally sound and have the potential for improved performance under our ownership. Our management team’s experience in target sectors will create opportunities to enhance the operational efficiencies and revenue of the target business, while potentially generating higher returns for our investors. • Significant growth opportunities. Apart from strong organic growth potential, we look for companies that could meaningfully accelerate growth through geographic expansion, business combinations, disruptive products and engineering expertise. 4 Table of Contents • Market leaders. Our targets should have a leading presence across a segment or industry, or having leading product or technology capabilities. • Appropriate valuations. We intend to be a disciplined and valuation-centric investor that will invest on terms that we believe are attractive relative to market comparables that provide significant upside potential. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC. Our Business Combination Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience. Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Sourcing of Potential Business Combination Targets We believe that the operational and transactional experience of our management team and members of our sponsor and their respective affiliates and related entities and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team and members of our sponsor and their respective affiliates and related entities have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities) or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors (or their respective affiliates or related entities). In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. As more fully discussed in “Management — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to 5 Table of Contents such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. Other Acquisition Considerations In addition to our sponsor, members of our management team may directly or indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon by the board of directors. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act even before we enter a definitive agreement regarding our initial business combination. Initial Business Combination Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. Unless we complete our initial business combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our board of directors, which will have s

Holder Stats

1 0
% of Shares Held by All Insider 86.25%
% of Shares Held by Institutions 0.00%
% of Float Held by Institutions 0.00%
Number of Institutions Holding Shares 0

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-16 CNH Partners LLC 47,560 $480,000 0.0% 0 0.320%
2021-11-15 Rivernorth Capital Management LLC 150,000 $1,500,000 0.1% +67.3% 1.011%
2021-11-15 Berkley W R Corp 472,926 $4,720,000 0.3% +50.7% 3.187%
2021-11-15 Marshall Wace LLP 22,522 $230,000 0.0% 0 0.152%
2021-11-12 Periscope Capital Inc. 799,500 $7,990,000 0.2% 0 5.387%
2021-11-12 Hsbc Holdings PLC 600,000 $6,060,000 0.0% 0 4.043%
2021-11-12 Magnetar Financial LLC 10,059 $100,000 0.0% 0 0.068%
2021-11-09 Basso Capital Management L.P. 321,488 $3,210,000 0.4% +136.4% 2.166%
2021-10-28 Mizuho Securities USA LLC 400,000 $3,940,000 0.4% +146.9% 2.695%
2021-08-17 Millennium Management LLC 28,520 $280,000 0.0% 0 0.192%
2021-08-17 683 Capital Management LLC 950,000 $9,370,000 0.3% 0 6.402%
2021-08-17 ATW Spac Management LLC 1,084,600 $10,690,000 2.8% 0 7.309%
2021-08-17 Boothbay Fund Management LLC 1,084,600 $10,690,000 0.3% 0 7.309%
2021-08-16 Berkley W R Corp 313,802 $3,100,000 0.3% 0 2.115%
2021-08-16 Rivernorth Capital Management LLC 89,659 $880,000 0.1% 0 0.604%
2021-08-13 Basso Capital Management L.P. 135,967 $1,340,000 0.2% 0 0.916%
2021-08-13 Altium Capital Management LP 500,000 $4,930,000 1.1% 0 3.369%
2021-08-13 Shaolin Capital Management LLC 135,000 $1,330,000 0.0% 0 0.910%
2021-08-13 Murchinson Ltd. 450,000 $4,440,000 1.6% 0 3.032%
2021-08-13 MYDA Advisors LLC 150,000 $1,480,000 0.4% 0 1.011%
2021-08-12 MMCAP International Inc. SPC 900,000 $8,870,000 0.4% 0 6.065%
2021-08-12 Bank of Montreal Can 720,000 $7,200,000 0.0% 0 4.852%

SEC Filings

Form Type Form Description Filing Date Document Link
8-K CURRENT REPORT 2021-11-19 https://www.sec.gov/Archives/edgar/data/1837344/000121390021060857/ea151087-8k_nocturne.htm
10-Q QUARTERLY REPORT 2021-11-18 https://www.sec.gov/Archives/edgar/data/1837344/000121390021060574/f10q0921_nocturneacq.htm
NT 10-Q NOTIFICATION OF LATE FILING 2021-11-15 https://www.sec.gov/Archives/edgar/data/1837344/000121390021059228/ea150688-nt10q_nocturneacq.htm
10-Q QUARTERLY REPORT 2021-08-16 https://www.sec.gov/Archives/edgar/data/1837344/000121390021042966/f10q0621_nocturneacq.htm
SC 13G FORM SC 13G 2021-07-06 https://www.sec.gov/Archives/edgar/data/1837344/000106299321006351/formsc13g.htm
10-Q QUARTERLY REPORT 2021-06-23 https://www.sec.gov/Archives/edgar/data/1837344/000121390021033771/f10q0321_nocturneacq.htm
8-K CURRENT REPORT 2021-06-04 https://www.sec.gov/Archives/edgar/data/1837344/000121390021030985/ea142201-8k_nocturneacq.htm
NT 10-Q FORM NT 10-Q 2021-05-17 https://www.sec.gov/Archives/edgar/data/1837344/000121390021026710/ea140735-nt10q_nocturne.htm
8-K CURRENT REPORT 2021-04-29 https://www.sec.gov/Archives/edgar/data/1837344/000121390021023558/ea140096-8k_nocturneacquis.htm
SC 13G 2021-04-16 https://www.sec.gov/Archives/edgar/data/1837344/000149315221008990/formsc13g.htm
SC 13D SCHEDULE 13D 2021-04-15 https://www.sec.gov/Archives/edgar/data/1837344/000121390021021767/ea139569-13dnocturnespon_noc.htm
8-K CURRENT REPORT 2021-04-15 https://www.sec.gov/Archives/edgar/data/1837344/000121390021021712/ea139549-8k_nocturneacq.htm
4 2021-04-14 https://www.sec.gov/Archives/edgar/data/1837344/000121390021021529/xslF345X03/ownership.xml
4 2021-04-14 https://www.sec.gov/Archives/edgar/data/1837344/000121390021021528/xslF345X03/ownership.xml
4 2021-04-14 https://www.sec.gov/Archives/edgar/data/1837344/000121390021021506/xslF345X03/ownership.xml
SC 13G APRIL 12, 2021 2021-04-12 https://www.sec.gov/Archives/edgar/data/1837344/000101359421000373/nocturne13g-041221.htm
8-K CURRENT REPORT 2021-04-09 https://www.sec.gov/Archives/edgar/data/1837344/000121390021021068/ea139257-8k_nocturneacq.htm
SC 13G SC 13G 2021-04-09 https://www.sec.gov/Archives/edgar/data/1837344/000110465921048500/tm2112573d1_sc13g.htm
4 2021-04-07 https://www.sec.gov/Archives/edgar/data/1837344/000121390021020640/xslF345X03/ownership.xml
4 2021-04-07 https://www.sec.gov/Archives/edgar/data/1837344/000121390021020634/xslF345X03/ownership.xml
4 2021-04-07 https://www.sec.gov/Archives/edgar/data/1837344/000121390021020629/xslF345X03/ownership.xml
8-K CURENT REPORT 2021-04-05 https://www.sec.gov/Archives/edgar/data/1837344/000121390021020161/ea138953-8k_nocturneacq.htm
424B4 PROSPECTUS 2021-04-01 https://www.sec.gov/Archives/edgar/data/1837344/000121390021019692/f424b40321_nocturneacq.htm
EFFECT 2021-03-29 https://www.sec.gov/Archives/edgar/data/1837344/999999999521001180/xslEFFECTX01/primary_doc.xml
POS AM POST EFFECTIVE REGISTRATION STATEMENT 2021-03-26 https://www.sec.gov/Archives/edgar/data/1837344/000121390021018012/posam2021_nocturneacq.htm
EFFECT 2021-03-23 https://www.sec.gov/Archives/edgar/data/1837344/999999999521001083/xslEFFECTX01/primary_doc.xml
3 2021-03-23 https://www.sec.gov/Archives/edgar/data/1837344/000121390021017379/xslF345X02/ownership.xml
3 2021-03-23 https://www.sec.gov/Archives/edgar/data/1837344/000121390021017378/xslF345X02/ownership.xml
3 2021-03-23 https://www.sec.gov/Archives/edgar/data/1837344/000121390021017377/xslF345X02/ownership.xml
3 2021-03-23 https://www.sec.gov/Archives/edgar/data/1837344/000121390021017376/xslF345X02/ownership.xml
3 2021-03-23 https://www.sec.gov/Archives/edgar/data/1837344/000121390021017375/xslF345X02/ownership.xml
3 2021-03-23 https://www.sec.gov/Archives/edgar/data/1837344/000121390021017374/xslF345X02/ownership.xml
CERT 2021-03-23 https://www.sec.gov/Archives/edgar/data/1837344/000135445721000398/8A_Cert_MBTC.pdf
8-A12B FOR REGISTRATION OF CERTAIN CLASSES 2021-03-22 https://www.sec.gov/Archives/edgar/data/1837344/000121390021016766/ea138077-8a12b_nocturneacq.htm
CORRESP 2021-03-19 https://www.sec.gov/Archives/edgar/data/1837344/000121390021016726/filename1.htm
CORRESP 2021-03-19 https://www.sec.gov/Archives/edgar/data/1837344/000121390021016724/filename1.htm
CORRESP 2021-03-12 https://www.sec.gov/Archives/edgar/data/1837344/000121390021015138/filename1.htm
S-1/A REGISTRATION STATEMENT 2021-03-12 https://www.sec.gov/Archives/edgar/data/1837344/000121390021015136/fs12021a2_nocturneacq.htm
UPLOAD 2021-03-01 https://www.sec.gov/Archives/edgar/data/1837344/000000000021002442/filename1.pdf
S-1/A AMENDMENT NO. 1 TO FORM S-1 2021-02-23 https://www.sec.gov/Archives/edgar/data/1837344/000121390021010978/fs12021a1_nocturneacq.htm
S-1 REGISTRATION STATEMENT 2021-02-08 https://www.sec.gov/Archives/edgar/data/1837344/000121390021007435/fs12021_nocturneacq.htm
DRS 2020-12-29 https://www.sec.gov/Archives/edgar/data/1837344/000121390020045189/filename1.htm