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].
Miluna Acquisition Corp(MMTXU) - 2025 Q3 - Quarterly Report