Nocturne Acquisition in a regulatory filing said a shareholder meeting is set for Feb. 22 to consider a proosal for removing certain limitations on redemptions. Specifically, the proposal calls for deleting the limitations that the company shall not complete a business combination if it would cause the net tangible assets (“NTAs”) to be less than $5,000,001. The proposal also would remove limitations that the company shall not redeem or repurchase shares in an amount that would cause the NTAs to be less than $5,000,001 following redemptions or repurchases.
The SPAC also had called a Jan. 30 meeting for shareholders to vote on the proposed merger with Cognos Therapeutics, but that vote was pushed to Feb. 6 so Nocturne could continue to solicit proxies.
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 last month 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, pending shareholder approval.
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 eaten away at the SPAC’s cash in trust. Read more.
