Miluna Acquisition Corp (MMTX) - 10-Q Summary
Business Context and Reporting Period
Miluna Acquisition Corp is a Cayman Islands-based blank check company (SPAC) formed on June 24, 2025, to effect a business combination. The reporting period covers the three and six months ended June 30, 2026. The Company is classified as a shell company, a smaller reporting company, and an emerging growth company. As of June 30, 2026, the Company had not commenced operations other than those related to its formation and the pursuit of an initial business combination.
On April 23, 2026, the Company entered into a Business Combination Agreement with Kukugan Invest and CADV Ventures S.A. (CADV.AI). Upon closing, the combined entity will be renamed Kukugan Corp.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Three Months Ended June 30, 2026 |
|---|---|---|
| Net Income | $555,866 | $93,409 |
| Operating Costs | ($676,348) | ($526,603) |
| Interest Income (Trust Account) | $1,232,214 | $620,012 |
| Cash (Operating) | $136,583 | $136,583 |
| Trust Account Balance | $70,703,700 | $70,703,700 |
| Working Capital Deficit | ($665,090) | ($665,090) |
| Deferred Underwriting Fee | $690,000 | $690,000 |
Capital Structure: As of June 30, 2026, there were 6,900,000 ordinary shares subject to possible redemption (temporary equity) and 1,928,100 non-redeemable ordinary shares outstanding. The redemption value per share was $10.25.
Material Changes vs. Prior Period
- Profitability: The Company reported a net income of $555,866 for the six months ended June 30, 2026, compared to a net loss of $25,128 for the period from inception (June 24, 2025) through June 30, 2025. This shift is primarily driven by significant interest income earned on the Trust Account ($1.23 million) which exceeded operating costs.
- Liquidity: Operating cash decreased from $692,004 at December 31, 2025, to $136,583 at June 30, 2026, due to operating cash outflows of $555,421. The Trust Account balance increased by $1,232,214 due to accrued interest.
- Accretion: The carrying value of redeemable shares increased by $1,232,214 due to the accretion of interest income, resulting in a corresponding charge to accumulated deficit.
Outlook, Risks, and Management Commentary
Business Combination: The Company is actively pursuing the merger with Kukugan Invest/CADV.AI. The transaction is not yet closed, and the financial statements do not assume its consummation.
Liquidity and Going Concern: Management has identified substantial doubt about the Company's ability to continue as a going concern. The Company has a working capital deficit and limited operating cash ($136,583). Liquidity is dependent on the consummation of a business combination or additional funding from the Sponsor or affiliates via Working Capital Loans (up to $3,000,000 convertible into private units).
Extension Terms: The Company has 18 months from the IPO closing (October 2025) to complete a business combination. This can be extended by up to three one-month periods if the Sponsor deposits $0.033 per share ($198,000 total) into the Trust Account for each extension.
Risks: The filing highlights risks associated with geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) affecting global markets. Additionally, the Sponsor's ability to indemnify the Trust Account against third-party claims is not independently verified, though the Sponsor has agreed to be liable if claims reduce the Trust Account below $10.00 per share.
Investor Verification Checklist
- Merger Status: Verify the current status of the Business Combination Agreement with Kukugan Invest/CADV.AI and any conditions precedent to closing.
- Extension Funding: Confirm whether the Sponsor has deposited funds for any of the three available one-month extensions to the combination deadline.
- Working Capital: Assess the sufficiency of the remaining operating cash ($136,583) to fund operations until the merger closes or liquidation occurs.
- Redemption Risk: Monitor the redemption value per share ($10.25) and the potential for public shareholders to redeem shares, which could impact the cash available for the transaction.
- Deferred Fees: Note the $690,000 deferred underwriting fee payable upon closing of the business combination.