IPO and Fundraising - The company completed an initial public offering (IPO) on October 24, 2025, raising gross proceeds of $60 million from the sale of 6,000,000 public units at $10.00 per unit[17]. - An additional 900,000 units were sold through an over-allotment option, generating gross proceeds of $9 million[18]. - A total of $69 million from the IPO and private placements was placed in a trust account, which will be invested in U.S. government treasury bills or money market funds[19]. Business Combination - The company has 18 months from the IPO closing to complete its initial business combination, with a possible extension up to 21 months[29]. - The initial business combination must involve target businesses with a fair market value of at least 80% of the trust account balance at the time of signing a definitive agreement[27]. - The company aims to acquire businesses demonstrating high revenue growth or significant growth potential, and those that would benefit from becoming publicly traded[28]. - The company intends to structure its initial business combination to acquire 100% of the equity interests or assets of the target business[30]. - The company may structure a business combination involving less than 100% of the target's equity interests, but must acquire at least 50% of the voting securities[37]. - If the company cannot complete the initial business combination within 18 months, it will distribute the trust account amount to public shareholders[51]. - The company must complete business combinations with a fair market value of at least 80% of the net assets held in the trust account[60]. Target Business Criteria - The target business must have a fair market value equal to at least 80% of the trust account balance at the time of the definitive agreement execution[36]. - The fair market value of the target will be determined based on standards accepted by the financial community, including sales and earnings[38]. - The company will not pursue target businesses based in or having the majority of operations in the People's Republic of China (PRC)[15]. Shareholder Rights and Trust Account - Shareholders will have the opportunity to redeem their shares at a per-share price of approximately $10.00, based on the amount in the trust account[50]. - Initial shareholders have agreed to waive redemption rights for their shares, ensuring that public shareholders retain their rights[52]. - The trust account proceeds will not be released until the completion of the initial business combination or redemption of public shares, with a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[58]. - If claims reduce the trust account below $10.00 per share, the sponsor will be liable to the company, but the likelihood of indemnification is limited[55]. - If a bankruptcy petition is filed, the trust account proceeds could be subject to claims from third parties, potentially affecting shareholder returns[57]. Management and Operations - The management team has extensive experience in mergers and acquisitions, which is expected to aid in identifying attractive acquisition opportunities[16]. - The company currently has two executive officers who will devote necessary time to affairs until the initial business combination is completed[63]. - The company is not required to assess internal control procedures until the fiscal year ending December 31, 2026, as per the Sarbanes-Oxley Act[66]. Competition and Market Position - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[62]. - The company believes its public listing offers a less expensive and more certain alternative to traditional IPOs for target businesses[39]. Compliance and Agreements - The company is not required to obtain an independent valuation opinion unless the target is affiliated with its sponsor or directors[35]. - The company may pursue a business combination with a target affiliated with its sponsor, provided it is approved by a majority of independent directors[35]. - The company aims to have all vendors and service providers execute agreements waiving claims to the trust account, but there is no guarantee that they will comply[54]. - The company’s amended and restated memorandum and articles of association contain specific requirements and restrictions that cannot be amended without a special resolution[59]. - The company will provide shareholders with audited financial statements of any prospective target business as part of proxy solicitation materials[65].

Group 1 - Miluna Acquisition Corp is a blank check company formed to engage in various business combinations, including mergers and acquisitions [3] - The company will allow holders of its units to separately trade ordinary shares and warrants starting December 15, 2025 [1][2] - The ordinary shares and warrants will be traded on NASDAQ under the symbols "MMTX" and "MMTXW", while units will continue to trade under "MMTXU" [2] Group 2 - The company is open to pursuing business combinations across various industries and geographic regions, excluding those based in or primarily operating in the People's Republic of China [3]

Financial Position - As of September 30, 2025, total assets amounted to $244,722, with total current liabilities of $288,850, resulting in a shareholder's deficit of $44,128[11]. - As of September 30, 2025, the Company reported a working capital deficit of $288,850 and $0 in cash[39]. - The Company has no amounts outstanding under any Working Capital Loan as of September 30, 2025[40]. - The Company has no off-balance sheet financing arrangements or long-term debt obligations, only incurring $10,000 per month for office space and administrative support[103]. - As of September 30, 2025, the Company had $0 in cash and a working capital deficit of $288,850[98]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on October 24, 2025, raising gross proceeds of $60,000,000 from the issuance of 6,000,000 units at $10.00 per unit[27]. - Following the IPO, an additional $9,000,000 was generated from the over-allotment option, bringing total gross proceeds to $69,000,000[29]. - The total transaction costs related to the IPO amounted to $1,708,648, including a cash underwriting fee of $600,000[28]. - The underwriters exercised their over-allotment option in full, allowing for an additional purchase of 900,000 Units at the Initial Public Offering price[71]. - On October 24, 2025, the Company completed its Initial Public Offering (IPO) of 6,000,000 Units at $10.00 per Unit, generating gross proceeds of $60,000,000[86]. - The underwriters fully exercised their over-allotment option, purchasing an additional 900,000 Units, bringing total gross proceeds to $69,000,000[95]. Business Operations - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial business combination[26]. - The Company has not generated any revenues to date and does not expect to do so until after completing its initial business combination[93]. - The Company intends to use funds outside the Trust Account for evaluating acquisition candidates and conducting due diligence[97]. - The Company intends to focus on industries that complement its management team's background for potential business combinations[25]. Shareholder Information - Shareholders will have the option to redeem their public shares for a pro rata portion of the trust account, initially valued at $10.00 per share[32]. - The public shares are subject to redemption, with 6,900,000 shares valued at $60,000,000 as of October 24, 2025, and increased to $69,000,000 after the over-allotment option[53]. - The Company has a Combination Period of 18 months from the Initial Public Offering closing, with possible one-month extensions, and must complete a Business Combination within this timeframe[35]. Financial Instruments and Reporting - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[56]. - The Company has not recognized any unrecognized tax benefits as of September 30, 2025, and is not subject to income taxes in the Cayman Islands or the United States[49][50]. - The Company adopted ASU 2023-07 and ASU 2023-09, which enhance segment reporting and income tax disclosures, respectively, with no impact on financial position or cash flows[59][60]. - The company is classified as an "emerging growth company" and has opted not to comply with certain reporting requirements applicable to other public companies[41][43]. - The company is classified as a smaller reporting company and is not required to disclose risk factors in its quarterly report[113]. Management and Governance - The Company has granted a right of first refusal to D. Boral Capital LLC and ARC Group Securities LLC for future public and private equity and debt offerings for a period of 12 months post-business combination[74]. - The Company has committed to pay the Sponsor $10,000 per month for administrative services for up to 18 months, starting from October 23, 2025[68]. - The Company issued 1,725,000 insider shares to the Sponsor for a total cash consideration of $25,000, with the Sponsor retaining a 20% ownership post-IPO[63]. - The insider shares are subject to certain transfer restrictions and anti-dilution adjustments to maintain proportionate ownership post-business combination[65][66]. - The Company has not entered any litigation or legal proceedings against it or its officers as of the reporting date[112]. Internal Controls - There were no changes in internal control over financial reporting that materially affected the company's financial reporting during the last fiscal quarter[110]. - The company has established effective disclosure controls and procedures, ensuring timely and accurate reporting as required by SEC rules[109]. - The company’s management has evaluated the effectiveness of its disclosure controls and concluded they provide reasonable assurance of compliance[109].

Group 1 - Miluna Acquisition Corp announced the full exercise of the over-allotment option for its initial public offering, resulting in an additional 900,000 units sold at $10.00 per unit, generating gross proceeds of $9,000,000 [1] - The total number of units sold in the public offering increased to 6,900,000, leading to aggregate gross proceeds of $69,000,000 [1] - The units began trading on the Nasdaq Global Market under the ticker symbol "MMTXU" on October 23, 2025, with each unit consisting of one ordinary share and one redeemable warrant [1] Group 2 - D. Boral Capital LLC and ARC Group Securities LLC served as joint book-running managers for the offering, while ARC Group Limited acted as the financial advisor [2] - Legal representation for the Company was provided by Hunter Taubman Fischer & Li LLC, and for the underwriters by Baker & Hostetler LLP [2] Group 3 - Miluna Acquisition Corp is a blank check company aimed at executing mergers, share exchanges, asset acquisitions, and similar business combinations, with a focus on various industries and geographic regions, excluding the People's Republic of China [5]

Group 1 - Miluna Acquisition Corp has successfully closed its initial public offering (IPO) of 6,000,000 units at a price of $10.00 per unit, with trading commencing on October 23, 2025, under the ticker symbol "MMTXU" [1] - Each unit in the IPO consists of one ordinary share and one redeemable warrant, with separate trading expected for the ordinary shares and warrants under the symbols "MMTX" and "MMTXW" respectively [1] - The company also completed a private placement of 194,100 units at the same price, generating gross proceeds of $1,941,000 [2] Group 2 - The net proceeds from the IPO and private placement include $60,000,000 placed in trust, corresponding to the units sold in the public offering [4] - D. Boral Capital LLC and ARC Group Securities LLC are serving as joint book-running managers for the offering, with a 45-day option for underwriters to purchase an additional 900,000 units [3] - A final prospectus detailing the terms of the offering has been filed with the SEC, and copies can be obtained from the underwriters or accessed through the SEC's website [5] Group 3 - Miluna Acquisition Corp is a blank check company aimed at executing mergers, share exchanges, asset acquisitions, or similar business combinations, with a focus on various industries and geographic regions, excluding operations based in the People's Republic of China [7]

Core Points - Miluna Acquisition Corp has priced its initial public offering (IPO) at $10.00 per unit, with a total of 6,000,000 units being offered [1] - The units will be listed on the Nasdaq Global Market under the ticker symbol "MMTXU" starting October 23, 2025 [1] - Each unit consists of one ordinary share and one redeemable warrant, with separate trading expected for the shares and warrants under the symbols "MMTX" and "MMTXW" respectively [1] Offering Details - D. Boral Capital LLC and ARC Group Securities LLC are the joint book-running managers for the offering [2] - The underwriters have a 45-day option to purchase an additional 900,000 units to cover over-allotments [2] - The offering is anticipated to close on October 24, 2025, subject to customary closing conditions [2] Company Background - Miluna Acquisition Corp is a blank check company aimed at executing mergers, share exchanges, asset acquisitions, and similar business combinations [5] - The company is open to pursuing targets in any industry or geographic region, except for those based in or primarily operating in the People's Republic of China [5] Regulatory Information - A registration statement for the securities was declared effective by the Securities and Exchange Commission on September 30, 2025 [3] - The offering is being conducted solely through a prospectus, which can be obtained from the underwriters [3]

As filed with the U.S. Securities and Exchange Commission on September 29, 2025. Registration No. 333-289973 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No.2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Miluna Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifi ...

As filed with the U.S. Securities and Exchange Commission on September 15, 2025. Registration No. 333-289973 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No.1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Miluna Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifi ...

As filed with the U.S. Securities and Exchange Commission on August 29, 2025. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Miluna Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 12F, No. 43, Cheng Gong Road, Sec 4, Neihu Taipei, Taiwan +886 900-605-1 ...