Nocturne Acquisition Corporation *

Nocturne Acquisition Corporation *

Feb 8, 2021 by Kristi Marvin

The below-announced combination was terminated on 4/1/24.  It will remain on the page for reference purposes only.

PROPOSED BUSINESS COMBINATION: Cognos Therapeutics, Inc.

ENTERPRISE VALUE: $181 million
ANTICIPATED SYMBOL: tbd

Nocturne Acquisition Corporation proposes to combine with Cognos Therapeutics, Inc.

California-based Cognos is a medical technology company focused on developing implantable smart pump technology for local delivery that is able to metronomically administer therapeutics directly to the central nervous system, bypassing the blood-brain barrier for improved outcomes for brain cancers and other neurological diseases.


LIQUIDATION – 4/17/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be April 18, 2024.
    • The per-share redemption price will be approximately $11.79.

SUBSEQUENT EVENT – 2/28/24 – LINK

  • The SPAC voted on the NTA Requirement Amendment Proposal.
    • 621 shares were redeemed.

EXTENSION – 1/4/24 – LINK

  • The SPAC approved the extension from January 5, 2024 to July 5, 2024.
    • 332,591 shares were redeemed.
    • $30K per month will be deposited into the trust account.

EXTENSION – 4/3/23 – LINK

  • The SPAC approved the extension from April 5, 2023 to January 5, 2024.
    • 132,664 shares were redeemed.
    • $100K per month will be deposited into the trust account

TRANSACTION

  • The transaction contemplates an enterprise value for Cognos of approximately $120 million
  • The proposed business combination is expected to be completed in the second or third quarter of 2023.


SPAC FUNDING

  • There is no additional funding for the transaction at this time.

SPONSOR FORFEITURE

  • Pursuant to the Sponsor Forfeiture Agreement, the Sponsor agreed that if the Nocturne Cash on Hand is less than the Minimum Cash Amount, and Cognos, in its sole discretion, elects to waive compliance with the Closing condition under the Merger Agreement that the Nocturne Cash on Hand shall not be less than the Minimum Cash Amount and to proceed with the Closing, then at (and contingent upon) the Closing, Sponsor shall irrevocably forfeit and surrender to Nocturne the Sponsor Shares in the following form and substance:
    • (a) keep 2,963,000 shares (87.5% of Sponsor Shares) and forfeit the rest if the Nocturne Cash on Hand is less than the Minimum Cash Amount but equals or exceeds $7,500,000
    • (b) keep 2,539,000 shares (75% of Sponsor Shares) and forfeit the rest if the Nocturne Cash on Hand is less than $7,500,000 but equals or exceeds $5,000,000 and
    • (c) keep 1,693,000 shares (50% of Sponsor Shares) and forfeit the rest if there is no Nocturne Cash on Hand.
  • The number of Sponsor Shares kept and forfeited shall be pro-rated to the extent that the Nocturne Cash on Hand falls between any of the amounts in clauses (a) through (c) above.

LOCK-UP

  • Company and Sponsor
    • The details for the lock-up have not been mentioned yet.

NOTABLE CONDITIONS TO CLOSING

  • That the Nocturne Cash on Hand shall not be less than $10,000,000

NOTABLE CONDITIONS TO TERMINATION

  • If the Closing has not occurred by September 30, 2023.
  • On 10/5/23, the Outside Date was amended to March 31, 2024.

ADVISORS

  • Maxim Group LLC served as sole financial advisor to Cognos in connection with the proposed business combination
  • Newbridge Securities Corporation provided independent valuation advisory services to Nocturne.
  • Ellenoff Grossman & Schole LLP served as legal advisor to Cognos
  • Dechert LLP served as legal advisor to Nocturne.

MANAGEMENT & BOARD


Executive Officers

Henry Monzon, 48
Chairman and Chief Executive Officer

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 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. Mr. Monzon received a B.S., Cum Laude, in Electrical Engineering from Florida Atlantic University, and Executive Education from Wharton and Stanford.


Ka Seng (Thomas) Ao, 31
Chief Financial Officer and Director

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). Mr. Ao received a B.A. in Philosophy from the University of Southern California and received an MBA from Yonsei University.


Board of Directors

Etienne Snyman, 38 [Resigned 7/4/22]
Director

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. Mr. Snyman holds Bachelor of Science degrees in Computer Science and Economics from the University of Calgary.


Marcus Vincent Gomez, 25 [Resigned 12/14/21]
Director

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. Mr. Gomez holds a Bachelors of Science degree in Computer Science from Stanford University.


Simon Choi, 61 [Appointed 12/16/21]
Director

Mr. Choi has more than 30 years of international management experience. Mr. Choi has served as the head of the international department of Guangdong Liangma law firm, since May 2018. Mr. Choi was the general counsel of TCL Multimedia, heading its global legal centre from February 2005 to November 2014. Mr. Choi served as a senior lecturer at the Hong Kong Polytechnic University from October 2001 to July 2006, at the Hong Kong Baptist University from October 1989 to July 2005, and the Open University of Hong Kong from October 1998 to July 2005. Mr. Choi is the independent non-executive directors of Boyaa Interactive International Limited, China Wan Tong Yuan (Holdings) Limited and an executive director for Imperium Financial Group Limited. Mr. Choi was appointed as an adjunct professor of law by Zhongnan University of Economics and Law from June 2013 to June 2017. Mr. Choi holds an LL.B. from the Peking University Law School and an LL.M. from the University of London.


Kashan Zaheer Piracha, 44 [Resigned]
Director

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. Piracha’s role as Senior Director of Product Management, he led Qualcomm’s mobile chipset partnerships and alignment with key global 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. Mr. Piracha holds a Bachelor’s of Science degree in Electrical Engineering from University of Michigan — Ann Arbor.


Derek Yiyi Feng, 55 [Appointed 1/10/22]
Director

He was the Chief Executive Officer of Bright Scholar Education Holdings Ltd. (NYSE: BEDU), an education company headquartered in China with K-12 schools worldwide. Prior to joining Bright Scholar, from January 2017 to December 2018, Mr. Feng served as co-founder of Kidsmile Dental, a chain of premium children orthodontics clinics in China. From October 2014 to October 2016, Mr. Feng served as the Chief Executive Officer of Global Education & Technology Group. From December 2011 to September 2014, Mr. Feng served as Chairman and Interim Chief Executive Officer of ChinaCast Education Corporation, an education and e-learning service provider. From October 2007 to April 2011, Mr. Feng served as the Executive Vice President, Strategy, Planning and Operations at Knowledge Universe, Inc. Prior to joining Knowledge Universe, Mr. Feng spent eight years at the General Electric Company (NYSE: GE) in the United States. Mr. Feng received a B.A. in Industrial Automation from Tsinghua University and an MBA from the University of California, Los Angeles.


Ka Lok (Ivan) Wong, 45 [Appointed 1/10/22]
Director

He was the Managing Director of Wyndham Capital, a wholly owned subsidiary of Peterson Group, a private Hong Kong based family office with a portfolio of investments including special situation, private equity, and structured finance investments, as well as property investments in Asia, Europe and North America. Mr. Wong is responsible for the group’s alternative investments globally and across all asset classes. From June 2011 to May 2013, Mr. Wong served as an investment professional with ICBC International Holdings Limited, the principal investment arm of Industrial and Commercial Bank of China (ICBC) in Hong Kong. From November 2007 to June 2011, Mr. Wong served as an investment manager for Argyle Street Management Limited, an Asian based hedge fund. Mr. Wong is a member of the American Institute of Certified Public Accountants. Mr. Wong received a B.B.A. with a concentration in Financial Engineering from the Chinese University of Hong Kong.


Giuseppe Mangiacotti, 33 [Appointed 1/10/22]
Director

He has over ten years of experience working in finance with multi-national public corporations. Since November 2019, Mr. Mangiacotti has served as a senior finance manager at Microsoft (NASDAQ: MSFT). From August 2017 to November 2019, Mr. Mangiacotti served as controller at Microsoft. From May 2016 to August 2016, Mr. Mangiacotti served as a senior financial analyst at Amazon (NASDAQ: AMZN). Prior to Amazon, Mr. Mangiacotti served as a senior financial analyst at Guess (NYSE: GES) from December 2010 to June 2015. Mr. Mangiacotti holds a B.S. from the University of Southern California and an MBA from Yale University.


Haoyu (Liz) Lin, 35 [Appointed]
Director

Ms. Lin has extensive experience with asset management and wealth management. Ms. Lin has served as Associate Director of Oneplatform Wealth Management Limited, owned by AGBA Group Holding Limited (Nasdaq: AGBA) since April 2022. She has also served as Associate Director of OnePlatform Asset Management Limited of the same group since October 2023. Since September 2011, Ms. Lin has served as Associate Director at Convoy Global Holding Ltd. She received her BA from Wuhan University, MA from Hong Kong Baptist University and MBA from Tsinghua University.