Nocturne Acquisition S-4 Declared Effective on Cognos Therapeutics Deal

The SEC has declared effective Nocturne Acquisition’s S-4 outlining a propsoed merger with Cognos Therapeutics.

Cognos specializes in drug delivery devices for brain and spinal cancers, neurodegenerative disorders (such as Alzheimer’s and Parkinson’s disease), epilepsy, and stroke.

Cognos CEO Frank Adell in a letter to shareholders noted that the SPAC still holds about $20 million in trust, while the parties are working to secure additional funding via a PIPE. He projected the deal would close by the end of February or early March.

Nocturne raised $100 million in a March 2021 IPO with plans at that time to focus on targets bringing to market disruptive technologies in the blockchain/crypto and artificial intelligence technology sectors. Redemptions in the nearly three years since have eroded the SPAC’s cash in trust.

Maxim is sole financial advisor to Cognos, and Newbridge Securities provided independent valuation advisory services to Nocturne. Ellenoff Grossman & Schole is legal advisor to Cognos and Dechert is legal advisor to Nocturne. Read more.

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