Miluna Acquisition Corp Posts $44K Loss Pre-IPO, Secures $69M Trust

TL;DR

**Miluna Acquisition Corp is a pre-revenue SPAC with a substantial trust, but the clock is ticking to find a deal or face liquidation.**

AI Summary

Miluna Acquisition Corp (MMTXW), a blank check company, reported a net loss of $19,000 for the three months ended September 30, 2025, and an accumulated deficit of $44,128 from its inception on June 24, 2025, through September 30, 2025. The company had no cash and a working capital deficit of $288,850 as of September 30, 2025, with its liquidity needs met by a $288,850 promissory note from its sponsor, MilunaC Technology Limited, which was repaid on October 24, 2025. The Initial Public Offering (IPO) of 6,000,000 units at $10.00 per unit, generating $60,000,000, closed on October 24, 2025, followed by the full exercise of the over-allotment option for 900,000 additional units, raising $9,000,000 on October 28, 2025. Simultaneously, private placements to the sponsor generated $1,941,000 and an additional $90,000. A total of $69,000,000 from the IPO and over-allotment was placed in a trust account for future business combinations. The company incurred $1,708,648 in transaction costs, including a $600,000 cash underwriting fee and a $600,000 deferred underwriting fee.

Why It Matters

Miluna Acquisition Corp's pre-IPO financial state, marked by a $44,128 accumulated deficit and zero cash, highlights the inherent risks of SPACs before a business combination. The successful IPO and over-allotment, raising $69,000,000 for the trust account, is a critical step, but investors must now scrutinize the management team's ability to identify and execute a value-accretive merger within the 18-month combination period. The competitive SPAC market means Miluna must find an attractive target to deliver returns, impacting not only investors but also potential employees and customers of the eventual combined entity.

Risk Assessment

Risk Level: high — The company is a blank check company with no operations and an accumulated deficit of $44,128 as of September 30, 2025. Its entire value proposition hinges on successfully completing a business combination within 18 months (extendable to 21 months), and failure to do so will result in liquidation, returning approximately $10.00 per share to public shareholders, potentially less than the IPO price.

Analyst Insight

Investors should monitor Miluna Acquisition Corp's progress in identifying a suitable business combination target. Given the high-risk nature of SPACs, a 'wait and see' approach is advisable until a definitive merger agreement is announced, allowing for a thorough evaluation of the target company's fundamentals and the proposed deal terms.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$244,722

total Debt

$0

net Income

$ (19,000)

eps

$ (0.01)

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• $44,128 — Accumulated Deficit (From inception (June 24, 2025) through September 30, 2025, indicating pre-IPO operational losses.)
• $0 — Cash (As of September 30, 2025, highlighting reliance on sponsor funding prior to IPO.)
• $288,850 — Promissory Note – Related Party (Outstanding as of September 30, 2025, repaid post-IPO, showing initial funding source.)
• $60,000,000 — Initial Public Offering Gross Proceeds (Generated on October 24, 2025, a significant capital infusion for the SPAC's purpose.)
• $9,000,000 — Over-allotment Option Gross Proceeds (Generated on October 28, 2025, further increasing the capital available.)
• $69,000,000 — Trust Account Funds (Amount placed in trust for a business combination, representing the core asset for investors.)
• 18 months — Combination Period (Initial timeframe to complete a business combination, with potential for extensions.)
• $1,708,648 — Transaction Costs (Total costs incurred for the IPO, including underwriting fees.)
• 1,725,000 — Ordinary Shares Issued and Outstanding (As of September 30, 2025, prior to the IPO, held by the sponsor.)
• $0.01 — Basic and Diluted Net Loss Per Share (For the three months ended September 30, 2025, reflecting minimal pre-IPO activity.)

Key Players & Entities

• Miluna Acquisition Corp (company) — registrant
• MilunaC Technology Limited (company) — Sponsor
• $19,000 (dollar_amount) — net loss for three months ended September 30, 2025
• $44,128 (dollar_amount) — accumulated deficit from inception through September 30, 2025
• $288,850 (dollar_amount) — promissory note from related party as of September 30, 2025
• $60,000,000 (dollar_amount) — gross proceeds from Initial Public Offering on October 24, 2025
• $9,000,000 (dollar_amount) — gross proceeds from over-allotment option on October 28, 2025
• $1,708,648 (dollar_amount) — total transaction costs
• $69,000,000 (dollar_amount) — amount placed in trust account
• Nasdaq Stock Market LLC (regulator) — exchange where securities are registered

FAQ

Risk Factors

• Lack of Operating History and Profitability [high — financial]: As of September 30, 2025, Miluna Acquisition Corp had an accumulated deficit of $44,128 and no cash. The company has not generated any operating revenue and will not do so until a business combination is completed. This lack of operating history and immediate profitability presents a significant financial risk for investors.
• Dependence on Sponsor Funding [medium — financial]: Prior to the IPO, the company's liquidity needs were met by a $288,850 promissory note from its sponsor, MilunaC Technology Limited. While this note was repaid post-IPO, it highlights the initial reliance on related-party funding, which could pose conflicts of interest or financial instability if not managed properly.
• Uncertainty of Business Combination Completion [high — operational]: As a blank check company, Miluna Acquisition Corp's primary objective is to complete a business combination within an 18-month period. Failure to identify and complete a suitable acquisition within this timeframe could lead to dissolution and return of funds to shareholders, but with potential loss of invested capital due to transaction costs.
• Significant Transaction Costs [medium — financial]: The company incurred $1,708,648 in transaction costs related to its IPO, including a $600,000 cash underwriting fee and a $600,000 deferred underwriting fee. These costs reduce the capital available for the business combination and impact the net proceeds available to the company.
• Regulatory Scrutiny of SPACs [medium — regulatory]: Special Purpose Acquisition Companies (SPACs) are subject to evolving regulatory scrutiny. Changes in regulations or increased oversight by bodies like the SEC could impact the company's ability to complete a business combination or the terms thereof.

Industry Context

Miluna Acquisition Corp operates within the Special Purpose Acquisition Company (SPAC) sector, a segment of the financial services industry focused on facilitating public listings for private companies. The SPAC market has seen significant growth and subsequent volatility, driven by a desire for alternative IPO routes. Companies in this space compete to identify attractive acquisition targets in various industries, often leveraging the expertise of their management teams.

Regulatory Implications

As a SPAC, Miluna Acquisition Corp is subject to SEC regulations governing shell companies and IPOs. The company must adhere to rules regarding disclosures, shareholder rights, and the timeline for completing a business combination. Evolving regulatory landscapes for SPACs could introduce new compliance requirements or impact the structure and execution of potential mergers.

What Investors Should Do

1. Monitor Business Combination Progress
2. Evaluate Target Company Due Diligence
3. Understand Redemption Rights
4. Assess Management Team's Track Record

Key Dates

• 2025-06-24: Company Inception — Marks the formation of Miluna Acquisition Corp as a blank check company.
• 2025-09-30: Quarter End — Financial statements as of this date show pre-IPO financial status, including accumulated deficit and no cash.
• 2025-10-24: Initial Public Offering (IPO) Closing — Raised $60,000,000 in gross proceeds, a critical step for funding the future business combination.
• 2025-10-28: Over-allotment Option Closing — Raised an additional $9,000,000, increasing the total capital available for the business combination.
• 2025-10-24: Private Placement to Sponsor — Raised $1,941,000, supplementing capital for the SPAC's operations and business combination efforts.
• 2025-10-28: Second Private Placement to Sponsor — Raised an additional $90,000, further bolstering capital.

Glossary

Blank Check Company

A shell corporation that is established to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (Defines the nature and primary purpose of Miluna Acquisition Corp.)

Accumulated Deficit

The cumulative net losses of a company since its inception, offset by any net income. (Indicates the company's pre-IPO operational losses, totaling $44,128 as of September 30, 2025.)

Promissory Note – Related Party

A written promise to pay a specific sum of money to a related party (e.g., sponsor) under specified terms. (Represents the initial funding source for the company's operations before the IPO, amounting to $288,850.)

Initial Public Offering (IPO)

The first sale of stock by a private company to the public, allowing it to raise capital. (The primary event that provided Miluna Acquisition Corp with significant capital ($60,000,000 gross proceeds) for its business combination.)

Over-allotment Option

An option granted to underwriters to purchase additional securities in an IPO, typically to cover excess demand. (Allowed Miluna Acquisition Corp to raise an additional $9,000,000 in gross proceeds.)

Trust Account

An account where funds raised from an IPO are held in trust, typically invested in U.S. government securities, until a business combination is completed. (Holds $69,000,000 of the IPO proceeds, safeguarding investor capital for the intended acquisition.)

Deferred Underwriting Fee

A portion of the underwriting fee that is paid at a later date, often upon the completion of a business combination. (Represents a $600,000 cost associated with the IPO that is contingent on future events.)

Business Combination

The merger, acquisition, or other transaction through which a SPAC combines with an operating company. (The ultimate goal of Miluna Acquisition Corp, for which it has raised capital.)

Year-Over-Year Comparison

As this is the first 10-Q filing for Miluna Acquisition Corp, there are no prior period filings to compare against. The financial statements reflect the company's pre-IPO status, showing initial formation costs, a reliance on sponsor funding via a promissory note, and no operating revenue. The significant capital raised through the IPO and over-allotment option on October 24 and 28, 2025, respectively, represents a substantial shift in the company's financial position post-period end.

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share MMTX The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 per share MMTXW The Nasdaq Stock Ma

Filing Documents

• form10-q.htm (10-Q) — 435KB
• ex31-1.htm (EX-31.1) — 11KB
• ex31-2.htm (EX-31.2) — 11KB
• ex32-1.htm (EX-32.1) — 5KB
• ex32-2.htm (EX-32.2) — 4KB
• 0001493152-25-023849.txt ( ) — 2779KB
• mmtx-20250930.xsd (EX-101.SCH) — 24KB
• mmtx-20250930_cal.xml (EX-101.CAL) — 20KB
• mmtx-20250930_def.xml (EX-101.DEF) — 146KB
• mmtx-20250930_lab.xml (EX-101.LAB) — 170KB
• mmtx-20250930_pre.xml (EX-101.PRE) — 172KB
• form10-q_htm.xml (XML) — 315KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 24, 2025 For the quarterly period ended September 30, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42911 Miluna Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 12F, No. 43 , Cheng Gong Road , Sec 4, Neihu Taipei, 114 Taiwan 114049 (Address of principal executive offices) (Zip Code) +886 900-605-199 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one ordinary share and one redeemable warrant MMTXU The Nasdaq Stock Market LLC Ordinary Shares, par value $0.0001 per share MMTX The Nasdaq Stock Market LLC Warrants, each warrant exercisable for one ordinary share at an exercise price of $11.50 per share MMTXW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No As of November 17, 2025, there were 8,828,100 ordinary shares, par value $ 0.0001 per share, of the registrant issued and outstanding. MILUNA ACQUISITION CORP TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION: 1 Item 1. Financial 1 Balance Sheet as of September 30, 2025 (unaudited) 1 of Operations for the three months ended September 30, 2025 and for the period from June 24, 2025 (inception) through September 30, 2025 (unaudited) 2 of Changes in Shareholders' Deficit for the period from June 24, 2025 (inception) through September 30, 2025 (unaudited) 3 of Cash Flows for the period from June 24, 2025 (inception) through September 30, 2025 (unaudited) 4 Notes to Financial Statements (Unaudited) 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk 19 Item 4. Controls and Procedures 19 PART II - OTHER INFORMATION: 20 Item 1. Legal Proceedings 20 Item 1A. Risk Factors 20 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20 Item 3. Defaults Upon Senior Securities 20 Item 4. Mine Safety Disclosures 20 Item 5. Other Information 20 Item 6. Exhibits 21 i PART I - FINANCIAL INFORMATION Item 1. Financial Statements MILUNA ACQUISITION CORP BALANCE SHEET (UNAUDITED) September 30, 2025 (Unaudited) ASSETS Cash - Total Current Assets - Deferred offering costs 244,722 Total Assets $ 244,722 LIABILITIES AND SHAREHOLDERS' DEFICIT Current Liabilities Promissory note – related party $ 288,850 Total Current Liabilities 288,850 Commitments and Contingencies - Shareholder's Deficit Preferred shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding - Ordinary Shares, $ 0.0001 par value; 550,000,000 shares authorized; 1,725,000 issued and outstanding (1) 173 Additional paid-in capital 24,827 Accumulated deficit ( 44,128 ) Subscription receivable ( 25,000 ) Total Shareholder's Deficit ( 44,128 ) Total Liabilities and Shareho

View Full Filing

View this 10-Q filing on SEC EDGAR