| OMB APPROVAL |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden |
SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 3 )* | |
Nocturne Acquisition Corporation | |
(Name of Issuer) | |
Ordinary shares, par value $ 0.0001 | |
(Title of Class of Securities) | |
G6580S114 | |
(CUSIP Number) | |
| |
December 31, 2022 | |
(Date of Event which Requires Filing of this Statement) | |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
ý Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
CUSIP No. G6580S114 | |
1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Feis Equities LLC | |
2.Check the Appropriate Box if a Member of a Group (a)o (b)o | |
3.SEC Use Only | |
4.Citizenship or Place of OrganizationState of Illinois | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5.Sole Voting Power524,055 |
6.Shared Voting Power0 | |
7.Sole Dispositive Power524,055 | |
8.Shared Dispositive Power0 | |
9.Aggregate Amount Beneficially Owned by Each Reporting Person 524,055 | |
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
11.Percent of Class Represented by Amount in Row (9) 9.84% | |
12.Type of Reporting Person (See Instructions) OO-Limited Liability Company | |
2
CUSIP No. G6580S114 | |
1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Lawrence M. Feis | |
2.Check the Appropriate Box if a Member of a Group (a)o (b)o | |
3.SEC Use Only | |
4.Citizenship or Place of OrganizationU.S.A. | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5.Sole Voting Power524,055 |
6.Shared Voting Power0 | |
7.Sole Dispositive Power524,055 | |
8.Shared Dispositive Power0 | |
9.Aggregate Amount Beneficially Owned by Each Reporting Person 524,055 | |
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
11.Percent of Class Represented by Amount in Row (9) 9.84% | |
12.Type of Reporting Person (See Instructions) IN | |
3
Item 1.
The name and address of the principal executive offices of the Issuer are:
Nocturne Acquisition Corporation
3 Germay Drive, Unit 4 #1066
Wilmington, DE 19804
Item 2.
This statement on Schedule 13G is being filed by:
(a) Name of Person Filing
(i)Feis Equities LLC
(ii)Lawrence M. Feis
|
|
|
| (b)Address: The address of the business office of each of the Reporting Persons is:
20 North Wacker Drive Suite 2115 Chicago, Illinois 60606
|
|
| (c)Citizenship/Place: | Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated hereto by reference for each Reporting Person. |
| (d)Title of Class of Securities: | Ordinary shares, par value $ 0.0001 (the “Shares”) |
| (e)CUSIP Number:
| G6580S114
|
4
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)oBroker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)oBank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)oInsurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)oInvestment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)oAn investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)oAn employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)oA parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)oA savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)oA church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)oGroup, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person and incorporated by reference herein.
The percentage set forth in row 11 of the cover page for each Reporting Person is based on 5,324,080 ordinary shares outstanding as of November 21,2022, as reported by the Issuer in its 10-Q filing for the period ending September 30, 2022, filed with the Securities and Exchange Commission on November 21,2022.
5
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Date:February 6, 2023
| FEIS EQUITIES LLC By:/s/ Lawrence M. Feis Managing Member LLC
LAWRENCE M. FEIS By:/s/ Lawrence M. Feis
|
7
EXHIBIT INDEX
Ex. |
| Page No. |
|
|
|
A | Joint Filing Agreement | 9 |
8
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the ordinary shares of Nocturne Acquisition Corporation dated as of February 6, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
FEIS EQUITIES LLC
By:/s/ Lawrence M. Feis
Managing Member LLC
LAWRENCE M. FEIS
By:/s/ Lawrence M. Feis
Date: February 6, 2023
9