SCHEDULE: Miluna Acquisition Sponsor Boosts Stake, Commits to SPAC

MilunaC Technology Limited, the sponsor of Miluna Acquisition Corp, has increased its beneficial ownership to 20.93% and entered into key agreements supporting the SPAC's future business combination.

Summary

• MilunaC Technology Limited, the sponsor of Miluna Acquisition Corp, beneficially owns 1,848,100 ordinary shares, representing 20.93% of the issuer's outstanding shares.
• The sponsor initially purchased 1,725,000 ordinary shares for $25,000 on June 30, 2025.
• On July 18, 2025, 80,000 ordinary shares were transferred to officers and directors, leaving the sponsor with 1,645,000 'insider shares'.
• In connection with the IPO closing on October 24, 2025, the sponsor acquired 194,100 private units at $10.00 per unit for an aggregate of $1,941,000.
• Following the full exercise of the over-allotment option, the sponsor acquired an additional 9,000 private units for $90,000 on October 28, 2025, bringing total private units to 203,100.
• The sponsor has agreed to waive redemption rights for its insider and private shares, vote its shares in favor of the initial business combination, and not seek recourse against the trust account for these shares.
• Lock-up periods apply to the sponsor's shares: insider shares are restricted for six months post-business combination or until the share price reaches $12.00 for 20/30 trading days after 150 days post-BC; private units are restricted for 30 days post-business combination.

Sentiment

Score: 7

Explanation: The filing indicates strong sponsor commitment through significant ownership and contractual agreements supporting the SPAC's objectives, including voting for a business combination and waiving redemption rights. The potential for working capital loans is also positive. However, the lack of obligation for these loans and the sponsor's broad discretion for future actions introduce some uncertainty.

Positives

• The sponsor's increased stake to 20.93% demonstrates strong commitment to Miluna Acquisition Corp's success.
• Agreements by the sponsor to vote shares in favor of the initial business combination and waive redemption rights for a significant portion of its holdings provide stability and alignment with public shareholders' interests in completing a transaction.
• The sponsor's commitment to potentially provide up to $3,000,000 in working capital loans offers a flexible funding source for the Issuer.

Negatives

• The sponsor's waiver of redemption rights for its insider and private shares means these shares will not be redeemed if the SPAC fails to complete a business combination, potentially diluting public shareholders' liquidation value if the trust account is distributed.

Risks

• The sponsor's ability to acquire additional securities or sell existing holdings in the open market or privately negotiated transactions could impact share price volatility.
• The sponsor's potential actions, including engaging with management, proposing changes to capitalization or board structure, or suggesting business combinations, introduce uncertainty regarding the company's future direction.
• The sponsor is not obligated to provide the $3,000,000 in working capital loans, meaning this potential funding source is not guaranteed.

Future Outlook

The Reporting Person intends to review its investment in the Issuer on a continuing basis and may take various actions, including acquiring or selling securities, engaging with management and the Board, discussing potential business combinations, making recommendations on capitalization or board structure, or suggesting improvements to financial/operational performance. The sponsor has also committed to voting its shares in favor of the initial business combination.

Management Comments

• MilunaC Technology Limited's principal business is to act as a holding company for its investment in the Issuer.

Industry Context

This Schedule 13D filing is typical for a SPAC (Special Purpose Acquisition Company) where the sponsor's initial investment and subsequent agreements are disclosed following the IPO. The sponsor's significant ownership and commitment to supporting a business combination are standard features in the SPAC lifecycle, aiming to align interests for a successful de-SPAC transaction.

Comparison to Industry Standards

• The sponsor's initial purchase of founder shares at a nominal price ($25,000 for 1.725 million shares) is a standard practice in SPAC formation, compensating the sponsor for its efforts and risks in identifying a target.
• The purchase of private units at $10.00 per unit, simultaneous with the IPO, is also a common SPAC structure, providing additional capital and further aligning the sponsor's interests with public shareholders at the IPO price.
• Lock-up agreements and waivers of redemption rights for sponsor shares are standard provisions designed to ensure sponsor commitment and prevent early exits, which is consistent with industry benchmarks for SPAC governance.

Corporate Governance

Related Party Transactions

• On June 30, 2025, MilunaC Technology Limited (sponsor) purchased 1,725,000 ordinary shares from Miluna Acquisition Corp (Issuer) for $25,000.
• On July 18, 2025, the sponsor transferred 80,000 ordinary shares to the Issuer's officers and directors.
• On October 24, 2025, the sponsor acquired 194,100 private units from the Issuer for $1,941,000.
• On October 28, 2025, the sponsor acquired an additional 9,000 private units from the Issuer for $90,000.
• The sponsor entered into a Letter Agreement, Private Units Purchase Agreement, and Registration Rights Agreement with the Issuer on October 22, 2025, outlining rights and obligations regarding the securities.

Stakeholder Impact

• **Shareholders**: The sponsor's significant stake and commitment to vote for a business combination could be seen as positive for completing a transaction. However, the waiver of redemption rights for sponsor shares means less capital in the trust account for public shareholders if the SPAC liquidates without a deal.
• **Management/Board**: The sponsor's ability to engage with and make recommendations to management and the Board could influence strategic decisions and corporate direction.
• **Creditors**: The potential for up to $3,000,000 in working capital loans from the sponsor could provide financial flexibility for the Issuer, potentially benefiting creditors by improving liquidity.

Next Steps

• The Issuer will proceed with identifying and completing an initial business combination.
• The sponsor may acquire additional securities or sell existing holdings based on market conditions and the Issuer's performance.
• The sponsor may engage in discussions with management, the Board, or other shareholders regarding the Issuer's strategy, capitalization, or potential business combinations.
• The lock-up periods for the sponsor's shares will remain in effect until specific conditions related to the business combination or share price are met.

Key Dates

Recommendation

This Schedule 13D filing primarily details the sponsor's ownership and contractual commitments following the IPO, which are largely procedural for a SPAC. While the sponsor's significant stake and agreements to support a business combination are positive for the SPAC's operational stability, the filing does not contain new information that would fundamentally alter the investment thesis for Miluna Acquisition Corp at this stage. The potential for working capital loans is a positive, but it's not an obligation. Investors should 'hold' as they await further developments regarding a potential business combination, which would be the primary driver of significant share price movement.

Keywords

Miluna Acquisition Corp, MilunaC Technology Limited, Schedule 13D, SPAC, Beneficial Ownership, Sponsor, Private Units, IPO, Over-allotment Option, Business Combination, Redemption Rights, Lock-up Agreement, Registration Rights