Miluna Acquisition Corp. 10-Q Summary
Business Context and Reporting Period
Miluna Acquisition Corp. is a Cayman Islands blank check company formed on June 24, 2025, for the purpose of effecting a business combination. This Form 10-Q covers the quarterly period ended September 30, 2025, and the period from inception through that date. As of the balance sheet date, the Company had not yet commenced operations; all activity related to formation and preparation for its Initial Public Offering (IPO).
Key Financial Metrics
| Metric | Value (as of Sept 30, 2025) |
|---|---|
| Total Assets | $244,722 (Deferred offering costs) |
| Cash and Cash Equivalents | $0 |
| Total Liabilities | $288,850 (Promissory note - related party) |
| Shareholders' Deficit | ($44,128) |
| Net Loss (Inception to Sept 30) | ($44,128) |
| Net Loss (Q3 2025) | ($19,000) |
| Working Capital Deficit | ($288,850) |
Material Changes and Subsequent Events
The financial statements reflect the Company's pre-IPO status. Significant subsequent events occurred after the reporting period:
- Initial Public Offering: On October 24, 2025, the Company consummated its IPO of 6,000,000 Units at $10.00 per unit, generating $60,000,000 in gross proceeds.
- Over-Allotment Exercise: On October 28, 2025, underwriters fully exercised the over-allotment option for 900,000 additional Units, generating an additional $9,000,000.
- Private Placement: Simultaneously with the IPO and over-allotment, the Sponsor purchased 203,100 Private Units for $2,031,000.
- Trust Account: A total of $69,000,000 was placed in a Trust Account following the closing of the IPO and over-allotment.
- Debt Repayment: The $288,850 promissory note owed to the Sponsor was fully repaid on October 24, 2025.
Outlook, Risks, and Management Commentary
The Company intends to complete an initial business combination within 18 months of the IPO closing (October 24, 2025), subject to three one-month extensions if $0.033 per share is deposited into the Trust Account. If no combination is consummated, the Company will liquidate and redeem public shares.
Risks and Contingencies:
- Geopolitical Instability: The filing highlights risks associated with the Russia-Ukraine conflict and the Israel-Hamas conflict, which could disrupt capital markets and the search for a target business.
- Liquidity: Prior to the IPO, liquidity was dependent on the Sponsor's promissory note. Post-IPO, liquidity is derived from proceeds held outside the Trust Account.
- Warrant Redemption: Warrants may be redeemed if the share price exceeds $18.00 for 20 trading days within a 30-day period.
Investor Verification Checklist
- Verify the final closing date and total proceeds of the IPO and over-allotment exercise (October 2025).
- Confirm the exact amount currently held in the Trust Account and any interest earned.
- Review the Sponsor's ability to satisfy indemnity obligations regarding the Trust Account.
- Monitor the timeline for the initial business combination (18 months from October 24, 2025) and any extension notices.
- Check for any updates on the $10,000 monthly administrative fee agreement with the Sponsor.