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].
Miluna Acquisition Corp(MMTXU) - 2025 Q4 - Annual Report