Miluna Acquisition Corp. 10-K Summary
Business Context and Reporting Period
Company: Miluna Acquisition Corp. (Miluna)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: June 24, 2025)
Business Type: Cayman Islands exempted company (Special Purpose Acquisition Company or "SPAC")
Objective: To effect a merger, share exchange, or asset acquisition with one or more target businesses. The company has not yet selected a target.
Geographic Restriction: Will not pursue targets based in or having majority operations in the People's Republic of China (PRC).
Listing: Units (MMTXU), Ordinary Shares (MMTX), and Warrants (MMTXW) trade on The Nasdaq Stock Market LLC.
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) |
|---|---|
| Trust Account Balance | $69,471,486 |
| Cash (Outside Trust) | $692,004 |
| Total Assets | $70,223,492 |
| Net Income | $316,509 |
| Operating Expenses | $154,977 |
| Interest Income (Trust) | $471,486 |
| Deferred Underwriting Fee | $690,000 |
| Working Capital | $641,256 |
| Shares Outstanding (Public) | 6,900,000 |
| Shares Outstanding (Private/Insider) | 1,928,100 |
Material Changes and Capital Structure
The company was formed on June 24, 2025, and consummated its Initial Public Offering (IPO) on October 24, 2025. Key capital events include:
- IPO: Sold 6,000,000 units at $10.00 per unit ($60,000,000 gross proceeds).
- Over-Allotment: Underwriters fully exercised the option to purchase 900,000 additional units on October 25, 2025 ($9,000,000 gross proceeds).
- Private Placement: Sold 203,100 private units to the Sponsor at $10.00 per unit ($2,031,000 gross proceeds).
- Trust Funding: A total of $69,000,000 was deposited into the Trust Account. As of year-end, the balance grew to $69,471,486 due to interest income.
- Redemption Value: Public shares are subject to redemption at approximately $10.07 per share (including accrued interest).
Outlook, Risks, and Management Commentary
Combination Timeline: The company has 18 months from the IPO closing (October 24, 2025) to consummate a business combination. This period may be extended up to 21 months by depositing $0.033 per share into the Trust Account for each one-month extension, provided an agreement is signed within the initial 18 months.
Liquidity: The company has $692,004 in cash outside the Trust Account to fund operations. The Sponsor has agreed to provide working capital loans up to $3,000,000 if necessary, which may be convertible into private units.
Risks and Contingencies:
- Target Selection: No target has been identified. Failure to complete a combination within the deadline will result in liquidation and pro-rata distribution of the Trust Account.
- Related Party Conflicts: Several directors and officers serve on the board of BoluoC Acquisition Corp (LBKX), creating potential conflicts regarding acquisition opportunities.
- Geopolitical Risks: Management notes potential market disruptions due to the Russia-Ukraine conflict and Israel-Hamas escalation.
- Warrant Terms: Warrants are exercisable at $11.50 per share. They may be redeemed if the share price exceeds $18.00 for 20 of 30 trading days.
Investor Verification Checklist
- Trust Account Integrity: Verify the $69,471,486 balance held by Lucky Lucko, Inc. d/b/a Efficiency and confirm the interest rate environment supporting the $471,486 income.
- Extension Mechanics: Confirm the specific deadline for the initial 18-month period and the exact cash requirement ($198,000 per month) for extensions.
- Related Party Transactions: Review the $10,000 monthly administrative fee paid to the Sponsor and the potential for working capital loans.
- Deferred Fees: Note the $690,000 deferred underwriting fee payable only upon successful business combination.
- Redemption Rights: Understand that public shareholders can redeem shares for their pro-rata share of the Trust Account upon a business combination or liquidation.