10-K: Miluna Acquisition Corp Reports Q4 2025 Financials

Miluna Acquisition Corp, a blank check company, reported its financial results for the period ended December 31, 2025, following its successful $69 million initial public offering and private placement.

Summary

• Miluna Acquisition Corp was incorporated on June 24, 2025, as a blank check company to effect a business combination.
• The company consummated its Initial Public Offering (IPO) on October 24, 2025, selling 6,000,000 units at $10.00 per unit, generating $60,000,000.
• Simultaneously with the IPO, a private placement of 194,100 units to the Sponsor generated $1,941,000.
• The underwriters fully exercised their over-allotment option on October 25, 2025, purchasing an additional 900,000 units for $9,000,000, with the closing on October 28, 2025.
• An additional 9,000 private units were sold to the Sponsor for $90,000 on October 28, 2025, in connection with the over-allotment.
• A total of $69,000,000 from the IPO and private placements was placed in a trust account, which grew to $69,471,486 by December 31, 2025, due to interest income.
• For the period from inception (June 24, 2025) to December 31, 2025, the company reported a net income of $316,509, primarily from interest earned on the trust account.
• The company has 18 months from the IPO closing (extendable up to 21 months) to complete a business combination, or it will liquidate and redeem public shares.
• Ordinary shares and warrants began separate trading on Nasdaq on December 15, 2025, under the symbols MMTX and MMTXW, respectively.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a standard and successful initial phase for a SPAC, having completed its IPO and secured its trust account. The reported net income from interest is a positive, but the inherent risks of a blank check company and potential conflicts of interest temper enthusiasm.

Positives

• Successfully completed its IPO and private placement, raising $69,000,000 for the trust account.
• Generated net income of $316,509 for the period from inception to December 31, 2025, primarily from interest on the trust account.
• Maintains a strong cash position of $69,471,486 in the trust account as of December 31, 2025, available for a business combination.
• The management team possesses extensive experience in mergers and acquisitions, investment, and financial operations, which is a competitive advantage in sourcing targets.
• Established robust corporate governance with independent audit, compensation, and nominating/corporate governance committees, and adopted a code of conduct and ethics, and a clawback policy.

Negatives

• The company is a blank check company with no current business operations or revenues, relying solely on identifying and completing a business combination.
• Significant competition is expected in identifying and executing a business combination, which may impact the attractiveness of acquisition terms.
• Lack of business diversification post-acquisition, as the company's success may depend entirely on the future performance of a single business.
• Potential conflicts of interest exist due to officers and directors having fiduciary duties to other entities, including another SPAC (BoluoC Acquisition Corp LBKX), which may have priority over certain acquisition opportunities.
• The sponsor's ability to satisfy indemnity obligations for claims against the trust account is not independently verified and is believed to be unlikely if required.

Risks

• Inability to successfully complete an initial business combination within the required 18-month period (extendable to 21 months), which would lead to liquidation and potential loss of value for warrant holders.
• Lack of business diversification post-acquisition, subjecting the company to negative economic, competitive, and regulatory developments in a single industry.
• Management's assessment of a prospective target business's management may not prove correct, and current management may not remain with the post-transaction company.
• Conflicts of interest arising from officers and directors having fiduciary duties to other entities, including other blank check companies, which could divert attractive business opportunities.
• Claims by creditors against the trust account could reduce the per-share redemption amount for public shareholders below $10.00 if waivers are not effective or not obtained.
• The sponsor's indemnity obligations for trust account claims may not be satisfiable, potentially exposing the trust account to depletion.
• Geopolitical instability, such as the ongoing Russia-Ukraine and Israel-Hamas conflicts, could lead to market disruptions, adversely affecting the search for a business combination and any target business.
• The company is not required to assess its internal control procedures until the fiscal year ending December 31, 2026, and a target company may not be in compliance with Sarbanes-Oxley Act provisions, increasing acquisition time and costs.

Future Outlook

The company intends to leverage its management team's extensive network and experience to identify and acquire a high-quality target business, aiming to complete an initial business combination within 18 to 21 months from its IPO. It expects to incur significant costs in pursuit of its acquisition plans and does not anticipate generating operating revenues until after a business combination is consummated.

Management Comments

• We intend to leverage our management team's extensive network of relationships with corporate executives, private equity, venture and growth capital funds, investment banking firms, and consultants to source, acquire, and support the operations of our business combination target.
• We believe our Company will benefit from their accomplishments, particularly their current and recent activities in identifying attractive acquisition opportunities.
• Our chief financial officer and director, Mr. Daniel Albert Mace, brings comprehensive financial expertise and experience in investment and financial operations, having previously served as a tax partner at Baker Tilly US, LLP and Henry & Horne LLP.
• Our independent director, Mr. Luhuan Zhong, has served as a consultant for multiple SPACs, including Venus Acquisition Corporation, Greenland Acquisition Corporation, and Longevity Acquisition Corporation, assisting SPAC management teams with research, analysis, and business acquisitions.
• We believe that the robust platform, resources, and expertise of our management team and sponsor provide us with broad opportunities to identify high-quality target businesses.

Industry Context

StockSavvy.ai notes that Miluna Acquisition Corp operates within the highly competitive Special Purpose Acquisition Company (SPAC) sector. Its strategy of leveraging management's M&A and investment banking experience is a common approach for SPACs seeking to differentiate themselves. The explicit exclusion of PRC-based targets aligns with current geopolitical and regulatory trends impacting cross-border transactions. The disclosed conflicts of interest, particularly with another SPAC (LBKX) sharing directors, highlight a prevalent challenge in the SPAC market where experienced management teams often serve multiple vehicles, potentially leading to competition for attractive targets.

Comparison to Industry Standards

• Miluna Acquisition Corp's unit structure (one ordinary share and one warrant) and warrant exercise price ($11.50) are standard for SPACs in the market.
• The 80% fair market value rule for target businesses is a common Nasdaq listing requirement for SPACs, ensuring a substantive acquisition.
• The 18-month initial business combination period, extendable to 21 months, is typical for SPACs, providing a defined timeline for acquisition completion.
• The $10.00 per unit IPO price and the trust account mechanism are standard for SPACs, designed to protect public shareholders' capital.
• The presence of experienced directors like Mr. Luhuan Zhong, who has consulted for multiple SPACs (e.g., Venus Acquisition Corporation, Greenland Acquisition Corporation, Longevity Acquisition Corporation, Caedryn Acquisition Corporation I, Flag Ship Acquisition Corporation), suggests a management team with relevant industry exposure, comparable to other SPACs seeking seasoned leadership.

Management Changes

Corporate Governance

Related Party Transactions

• The Sponsor (MilunaC Technology Limited) purchased 1,725,000 insider shares for $25,000 on June 30, 2025.
• The Sponsor transferred 80,000 insider shares to the then CEO, CFO, and three independent directors on July 18, 2025.
• The Sponsor purchased 203,100 private units for $2,031,000 in private placements on October 24 and October 28, 2025.
• The company issued an unsecured promissory note for up to $350,000 to the Sponsor on June 24, 2025, which was fully repaid on October 24, 2025.
• The company pays its Sponsor $10,000 per month for office space, administrative, and support services, commencing October 23, 2025.
• The Sponsor, officers, and directors or their affiliates may loan the company funds (Working Capital Loans) up to $3,000,000, convertible into private units, to finance transaction costs. No amounts were drawn as of December 31, 2025.
• Officers and directors, and their affiliates, are reimbursed for reasonable out-of-pocket expenses incurred on the company's behalf.
• Conflicts of interest exist due to officers and directors having fiduciary duties to other entities, including another SPAC (LBKX), which may lead to competition for acquisition opportunities.

Stakeholder Impact

• Shareholders: Public shareholders have redemption rights for their shares at a pro-rata portion of the trust account if a business combination is not completed or under certain amendment scenarios. They face potential dilution from new share issuances in a business combination.
• Warrant Holders: Warrants will expire worthless if a business combination is not consummated within the allotted time period.
• Sponsor: Has significant ownership (18.63% of outstanding ordinary shares as of February 12, 2026) and stands to benefit significantly from a successful business combination. Bears some indemnity risk for claims against the trust account.
• Management/Directors: May receive compensation or employment/consulting arrangements post-business combination. Face conflicts of interest due to other affiliations.
• Creditors: Claims by creditors could reduce the funds available in the trust account for public shareholders if waivers are not effective or not obtained.

Next Steps

• Identify and evaluate suitable acquisition transaction candidates for an initial business combination.
• Complete an initial business combination within 18 months from the IPO closing (extendable up to 21 months).
• File a post-effective amendment to the registration statement or a new registration statement covering ordinary shares issuable upon warrant exercise, within 20 business days after closing a business combination.
• Maintain a current prospectus relating to ordinary shares until warrants expire or are redeemed.

Key Dates

Recommendation

Miluna Acquisition Corp is a newly public SPAC that has successfully completed its initial capital raise and established its trust account. The company is in the early stages of identifying a business combination target, which is its sole purpose. While the management team brings relevant experience, the inherent risks of SPACs, including the competitive landscape and potential conflicts of interest, suggest a 'hold' position for investors awaiting concrete business combination news. The current filing provides expected financial results for a SPAC at this stage, offering no new catalysts for significant price movement.

Keywords

SPAC, Miluna Acquisition Corp, Blank Check Company, IPO, Business Combination, Trust Account, Warrants, Nasdaq, Financial Report, SEC Filing, Corporate Governance, Risk Factors, Mergers and Acquisitions, MMTXU, MMTX, MMTXW