Miluna SPAC Seeks $60M IPO, Flags High Dilution & Insider Conflicts

TL;DR

**Avoid Miluna Acquisition Corp's IPO; the immediate dilution and glaring insider conflicts make this a high-risk bet for public shareholders.**

AI Summary

Miluna Acquisition Corp (MMTXW) is a newly formed blank check company, or SPAC, seeking to raise $60,000,000 through an initial public offering of 6,000,000 units at $10.00 per unit. Each unit comprises one ordinary share and one-half of one redeemable warrant, with whole warrants exercisable at $11.50 per share. The company aims to complete a business combination within 18 months, extendable to 21 months with additional deposits of $0.033 per public share. Miluna's sponsor acquired 1,725,000 insider shares for a nominal $25,000 (approximately $0.014 per share) on July 18, 2025, and committed to purchasing an additional 194,100 private units for $1,941,000. This structure creates significant potential dilution for public shareholders, with net tangible book value per share ranging from $0.04 to $7.51 depending on redemption levels, compared to the $10.00 offering price. The S-1 highlights substantial conflicts of interest between the sponsor, officers, and directors and unaffiliated security holders, particularly concerning target selection and compensation, which could lead to less favorable business combination terms for public investors.

Why It Matters

This S-1 filing is crucial for investors considering Miluna Acquisition Corp's IPO, as it reveals a significant dilution risk from the outset, with insider shares purchased at a mere $0.014 compared to the $10.00 public offering price. The explicit disclosure of potential conflicts of interest among the sponsor, officers, and directors could impact the quality and terms of any future business combination, potentially disadvantaging public shareholders. In a competitive SPAC market, these structural issues and governance concerns might make Miluna less attractive compared to peers with more aligned incentives, affecting its ability to secure a desirable target and deliver value to investors. Employees and customers of a potential target company should also be aware of these dynamics, as they could influence the stability and strategic direction post-merger.

Risk Assessment

Risk Level: high — The risk level is high due to the immediate and substantial dilution for public shareholders, as insider shares were acquired at approximately $0.014 per share compared to the $10.00 offering price. Furthermore, the filing explicitly details 'actual or potential material conflicts of interest' between the sponsor, officers, and directors and unaffiliated security holders, which could incentivize them to pursue less favorable business combinations or terms to ensure a deal closes within the 18-21 month timeframe.

Analyst Insight

Investors should exercise extreme caution and likely avoid Miluna Acquisition Corp's IPO given the significant dilution and pronounced conflicts of interest. The structural disadvantages for public shareholders suggest a high probability of poor returns. Consider other SPACs with more favorable terms and stronger alignment of interests between insiders and public investors.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $60,000,000 — Gross proceeds from IPO (Initial public offering size for 6,000,000 units at $10.00 each)
• $10.00 — Offering price per unit (Price for each unit in the initial public offering)
• 1,725,000 — Insider shares purchased by sponsor (Acquired for $25,000 on July 18, 2025, representing significant dilution)
• $0.014 — Price per insider share (Nominal price paid by the sponsor, highlighting immediate dilution for public shareholders)
• 18 months — Deadline for business combination (Initial period to complete a business combination, extendable to 21 months)
• $0.033 — Deposit per public share for extension (Required for each one-month extension beyond 18 months, up to 21 months)
• $11.50 — Warrant exercise price (Price at which each whole warrant entitles the holder to purchase one ordinary share)
• $350,000 — Maximum loan repayment to sponsor (For offering-related and organizational expenses, to be repaid upon closing of the IPO)
• $10,000 — Monthly payment to sponsor (For office space, utilities, and administrative support until business combination or liquidation)
• $3,000,000 — Maximum working capital loans convertible to units (Loans from sponsor convertible at $10.00 per unit to finance transaction costs)

Key Players & Entities

• Miluna Acquisition Corp (company) — Registrant and blank check company
• U.S. Securities and Exchange Commission (regulator) — Filing recipient
• J.P. Morgan Chase Bank, N.A. (company) — Trust account bank
• Lucky Lucko, Inc. d/b/a Efficiency (company) — Trustee for the trust account
• The Nasdaq Global Market (company) — Intended listing exchange
• Ying Li, Esq. (person) — Counsel from Hunter Taubman Fischer & Li LLC
• Sally Yin, Esq. (person) — Counsel from Hunter Taubman Fischer & Li LLC
• Asim Grabowski-Shaikh, Esq. (person) — Counsel from Baker & Hostetler LLP
• James-Paul Cumming, Esq. (person) — Counsel from Baker & Hostetler LLP
• Puglisi & Associates (company) — Agent for service

FAQ

Risk Factors

• Dilution from Sponsor Shares and Warrants [high — financial]: The sponsor acquired 1,725,000 ordinary shares for $25,000 ($0.014 per share) and committed to purchasing 194,100 private units. This structure, combined with the public offering of 6,000,000 units at $10.00 each, creates significant potential dilution for public shareholders. The net tangible book value per share is projected to be between $0.04 and $7.51, substantially below the $10.00 offering price, depending on redemption levels.
• Conflicts of Interest [high — legal]: The S-1 filing explicitly highlights substantial conflicts of interest between the sponsor, officers, and directors, and unaffiliated security holders. These conflicts are particularly relevant to target selection and compensation arrangements, which could lead to business combinations that are less favorable to public investors.
• Limited Timeframe for Business Combination [medium — operational]: Miluna Acquisition Corp has an initial 18-month deadline to complete a business combination, extendable to 21 months with additional deposits of $0.033 per public share. Failure to identify and complete a combination within this timeframe could result in liquidation, impacting investor returns.
• Warrant Overhang and Exercise Price [medium — financial]: The offering includes one-half of a redeemable warrant per unit, with whole warrants exercisable at $11.50 per share. This represents a significant potential dilution event upon exercise, as it is 15% above the $10.00 IPO price. The warrants become exercisable 12 months after the effective date of the registration statement or upon completion of the business combination.
• Restrictions on PRC/Hong Kong Targets [low — regulatory]: The company's efforts to identify a target business will exclude companies based in or having the majority of their operations in the People's Republic of China (PRC), including Hong Kong and Macau. This restriction may limit the pool of potential acquisition targets.
• Reliance on Sponsor Loans [medium — financial]: The company may receive working capital loans from the sponsor, convertible into private units at $10.00 per unit, up to a maximum of $3,000,000. This reliance on sponsor financing introduces potential conflicts and further dilution if converted.
• Limited Business Operations History [high — operational]: As a newly formed blank check company, Miluna Acquisition Corp has no operating history or established business operations. Its success is entirely dependent on identifying and consummating a suitable business combination.
• Redemption Rights and Trust Account [medium — financial]: Public shareholders have redemption rights for their shares at a per-share price equal to the aggregate amount in the trust account. This can lead to significant redemptions, potentially depleting the trust account and impacting the capital available for a business combination.

Industry Context

The Special Purpose Acquisition Company (SPAC) market has seen significant activity, driven by companies seeking alternative routes to public markets. However, the regulatory environment is evolving, and investor scrutiny on SPAC structures, particularly concerning dilution and sponsor economics, is increasing. The success of a SPAC is highly dependent on the management team's ability to identify and execute a favorable business combination within a limited timeframe.

Regulatory Implications

As a Cayman Islands exempted company, Miluna Acquisition Corp is subject to SEC regulations for its U.S. listing. The S-1 filing itself is a critical regulatory document requiring full disclosure of risks and financial information. Potential conflicts of interest and dilution inherent in the SPAC structure are key areas of focus for regulators and investors.

What Investors Should Do

1. Carefully review the dilution impact from sponsor shares and warrants.
2. Assess the conflicts of interest outlined in the S-1.
3. Evaluate the sponsor's track record and expertise in identifying acquisition targets.
4. Understand the implications of redemption rights on the trust account balance.
5. Monitor the company's progress in identifying a business combination target.

Key Dates

• 2025-07-18: Sponsor purchase of insider shares — The sponsor acquired 1,725,000 ordinary shares for $25,000 ($0.014 per share), highlighting immediate dilution for public shareholders.
• 2025-08-29: Filing of S-1 Registration Statement — This is the initial filing for the IPO, providing details on the offering structure, risks, and company plans.

Glossary

Blank Check Company

A company formed with the sole purpose of raising capital through an initial public offering (IPO) to acquire or merge with an existing company. (Miluna Acquisition Corp is structured as a blank check company, meaning it has no current business operations and its success depends entirely on finding a target for a business combination.)

Unit

A security that combines two or more different types of securities, typically shares and warrants, offered together as a single package. (The IPO consists of units, each containing one ordinary share and one-half of a redeemable warrant, which affects the overall dilution and investment structure.)

Redeemable Warrant

A warrant that gives the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. It is 'redeemable' if the company can buy back the warrants. (These warrants are part of the unit offering and represent potential future dilution. They are redeemable by the company under certain conditions.)

Sponsor

The entity or individuals who organize and fund a SPAC, typically receiving founder shares and private warrants at a nominal cost. (Miluna's sponsor has acquired a significant number of shares and private units at a low price, creating potential conflicts of interest and dilution for public shareholders.)

Trust Account

A segregated account where the proceeds from a SPAC's IPO are held in trust, typically invested in U.S. Treasury bills or money market funds, until a business combination is completed or the SPAC liquidates. (The funds in the trust account are crucial for redemptions by public shareholders and for funding the business combination.)

Business Combination

The merger, acquisition, or other transaction through which a SPAC combines with an operating company. (Miluna Acquisition Corp has 18 months to identify and complete a business combination; failure to do so leads to liquidation.)

Insider Shares

Shares purchased by the sponsor or management team prior to or concurrently with the IPO, often at a nominal price. (The sponsor's purchase of 1,725,000 insider shares at $0.014 per share represents a significant portion of the pre-IPO equity and is a primary source of dilution.)

Net Tangible Book Value

A company's book value of assets minus intangible assets and liabilities. For SPACs, it often reflects the cash in trust per share. (The projected net tangible book value per share ($0.04 to $7.51) is significantly lower than the $10.00 IPO price, indicating substantial dilution.)

Year-Over-Year Comparison

This is the initial S-1 filing for Miluna Acquisition Corp, so there is no prior filing to compare financial metrics against. Key details such as gross proceeds, offering price, sponsor share acquisition, and warrant terms are being established for the first time in this document.

Key Financial Figures

• $60,000,000 M — UBJECT TO COMPLETION, DATED [ ], 2025 $60,000,000 Miluna Acquisition Corp 6,000,000 Units
• $0.033 — hree one-month extensions provided that $0.033 per public share is deposited into the
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one ordinary share of p
• $0.0001 — of one ordinary share of par value of US$0.0001 (each an “ordinary share”)
• $11.50 — rchase one ordinary share at a price of $11.50 per share, subject to adjustment as des
• $100,000 — nterest (net of taxes payable and up to $100,000 of interest to pay dissolution expenses
• $25,000 — ider shares”) for an aggregate of $25,000 (or approximately $0.014 per share) on
• $0.014 — aggregate of $25,000 (or approximately $0.014 per share) on July 18, 2025, up to 225,
• $1,941,000 — vate unit for a total purchase price of $1,941,000 (or up to $2,031,000 if the underwriter
• $2,031,000 — purchase price of $1,941,000 (or up to $2,031,000 if the underwriters’ over-allotme
• $350,000 — (i) repayment of an aggregate of up to $350,000 in loans made to us by our sponsor unde
• $10,000 — ffering; (ii) payment to our sponsor of $10,000 per month from the closing of this offe
• $3,000,000 — vate units upon the conversion of up to $3,000,000 of such loans at a price of $10.00 per
• $60,000,000 — ring and the sale of the private units, $60,000,000, or $69,000,000 if the underwriters&rsq
• $69,000,000 — e of the private units, $60,000,000, or $69,000,000 if the underwriters’ over-allotme

Filing Documents

• forms-1.htm (S-1) — 2574KB
• ex1-1.htm (EX-1.1) — 319KB
• ex3-1.htm (EX-3.1) — 365KB
• ex3-2.htm (EX-3.2) — 5KB
• ex3-3.htm (EX-3.3) — 508KB
• ex4-1.htm (EX-4.1) — 33KB
• ex4-2.htm (EX-4.2) — 40KB
• ex4-3.htm (EX-4.3) — 41KB
• ex4-4.htm (EX-4.4) — 201KB
• ex5-1.htm (EX-5.1) — 40KB
• ex5-2.htm (EX-5.2) — 33KB
• ex10-1.htm (EX-10.1) — 55KB
• ex10-2.htm (EX-10.2) — 110KB
• ex10-3.htm (EX-10.3) — 123KB
• ex10-4.htm (EX-10.4) — 42KB
• ex10-5.htm (EX-10.5) — 106KB
• ex10-6.htm (EX-10.6) — 19KB
• ex10-7.htm (EX-10.7) — 61KB
• ex10-8.htm (EX-10.8) — 37KB
• ex14-1.htm (EX-14.1) — 69KB
• ex19-1.htm (EX-19.1) — 78KB
• ex23-1.htm (EX-23.1) — 4KB
• ex99-1.htm (EX-99.1) — 32KB
• ex99-2.htm (EX-99.2) — 51KB
• ex99-3.htm (EX-99.3) — 34KB
• ex99-4.htm (EX-99.4) — 20KB
• ex107.htm (EX-FILING FEES) — 43KB
• ex5-2_001.jpg (GRAPHIC) — 13KB
• ex23-1_001.jpg (GRAPHIC) — 19KB
• ex3-1_001.jpg (GRAPHIC) — 12KB
• 0001493152-25-012498.txt ( ) — 5252KB
• ex107_htm.xml (XML) — 13KB

From the Filing

As filed with the U.S. Securities and Exchange Commission on August 29 , 2025. Registration No. 333-[ ] UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION UNDER THE SECURITIES ACT OF 1933 Miluna Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary (I.R.S. Employer Identification Number) 12F, No. 43, Cheng Gong Road, Sec 4, Neihu Taipei, Taiwan +886 900-605-199 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 +1 302-738-6680 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Ying Li, Esq. Sally Yin, Esq. Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19th Floor New York, NY 10022 212-530-2206 Asim Grabowski-Shaikh, Esq. James-Paul Cumming, Esq. Baker & Hostetler LLP 45 Rockefeller Plaza, New York, NY 10111 (212) 589-4200 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth 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. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. We may not sell the securities being offered until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS $60,000,000 Miluna Acquisition Corp 6,000,000 Units Miluna Acquisition Corp is a blank check company incorporated under the laws of the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We have 18 months from the closing of this initial public offering, subject to extension up to 21 months by means of three one-month extensions provided that $0.033 per public share is deposited into the trust account for each one-month extension and further provided that the Company has entered into an agreement for an initial business combination within that 18-month period. We have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our efforts to identify a prospective target

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