United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
N/A | ||||
| (State
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(Commission File Number) |
(I.R.S.
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Taipei,
(Address of Principal Executive Offices)
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Item 8.01. Other Events
As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, on October 24, 2025, Miluna Acquisition Corp (the “Company”) consummated its initial public offering (the “IPO”) of 6,000,000 units (the “Units”). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one redeemable warrant (the “Warrant”), with each Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $60,000,000.
Simultaneously with the closing of the IPO, pursuant to the Private Units Purchase Agreement, the Company completed the private placement of an aggregate of 194,100 units (the “Private Units”) to the Sponsor at $10.00 per Private Unit, each Private Unit consisting of one Ordinary Share and one redeemable Warrant, each entitling the holder thereof to purchase one Ordinary Share for $11.50 per share subject to adjustment. The Warrants contained in the Private Units are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the registration statement for the IPO. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
On October 25, 2025, the underwriters of its previously announced IPO notified the Company of the exercise of the over-allotment option in full to purchase 900,000 additional units (the “Option Units”) at $10.00 per unit. The closing of the issuance and sale of the Option Units occurred on October 28, 2025, generating total gross proceeds of $9,000,000. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 9,000 Private Placement Units to the Sponsor, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $90,000.
Of the net proceeds from the IPO, the sale of the Option Units, and the Private Placement Units, $69,000,000 has been deposited into a U.S.-based trust account maintained by Lucky Lucko, Inc. d/b/a Efficiency, acting as trustee, for the benefit of the Company’s public shareholders.
An audited balance sheet as of October 24, 2025 reflecting receipt of the proceeds from the IPO and concurrent private placement has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on October 30, 2025. The Company’s unaudited pro forma balance sheet as of October 28, 2025, adjusted for the closing of the over-allotment option is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Balance Sheet dated October 28, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 31, 2025 | ||
| MILUNA ACQUISITION CORP | ||
| By: | /s/ Lin Shang-Ju | |
| Name: | Lin Shang-Ju | |
| Title: | Chief Executive Officer | |
| 2 |
Exhibit 99.1
Miluna Acquisition Corp
Pro Forma Balance Sheet
| October 24, 2025 | Pro Forma Adjustments | As Adjusted | |||||||||||
| (unaudited) | (unaudited) | ||||||||||||
| Assets | |||||||||||||
| Cash | $ | 907,841 | $ | (90,000 | ) | b. | $ | 817,841 | |||||
| Total Current Assets | 907,841 | (90,000 | ) | 817,841 | |||||||||
| Cash Held in Trust Account | 60,000,999 | 8,999,001 | a. | 69,000,000 | |||||||||
| 90,000 | b. | ||||||||||||
| (90,000 | ) | c. | |||||||||||
| Total Assets | $ | 60,908,840 | $ | 8,999,001 | $ | 69,817,841 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||||
| Current Liabilities | |||||||||||||
| Other payable – related party | 90,000 | (90,000 | ) | b. | - | ||||||||
| Other payable – underwriter overfunding in trust | 999 | (999 | ) | a. | - | ||||||||
| Accrued offering costs | 4,617 | 1,116 | c. | 5,733 | |||||||||
| Over-allotment option liability | 66,600 | (66,600 | ) | e. | - | ||||||||
| Total Current Liabilities | 162,216 | (156,483 | ) | 5,733 | |||||||||
| Deferred underwriting fee | 600,000 | 90,000 | c. | 690,000 | |||||||||
| Total Liabilities | 762,216 | (66,483 | ) | 695,733 | |||||||||
| Commitments and Contingencies | |||||||||||||
| Ordinary share subject to possible redemption, $0.0001 par value; 550,000,000 shares authorized; 6,000,000 and 6,900,000 shares issued and outstanding, at redemption value of $10.00, as actual and adjusted, respectively | 60,000,000 | 8,633,520 | a. | 69,000,000 | |||||||||
| (172,021 | ) | c. | |||||||||||
| 538,501 | d. | ||||||||||||
| Shareholders’ Equity | |||||||||||||
| 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; 1,919,100 and 1,928,100 issued and outstanding (excluding 6,000,000 shares and 6,900,000 subject to redemption), respectively | 192 | 1 | b. | 193 | |||||||||
| Additional paid-in capital | 190,560 | 366,480 | a. | 166,043 | |||||||||
| 89,999 | b. | ||||||||||||
| (7,302 | ) | c. | |||||||||||
| (1,793 | ) | c. | |||||||||||
| (538,501 | ) | d. | |||||||||||
| 66,600 | e. | ||||||||||||
| Accumulated Deficit | (44,128 | ) | - | (44,128 | ) | ||||||||
| Total Shareholders’ Equity | 146,624 | (24,516 | ) | 122,108 | |||||||||
| Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity | $ | 60,908,840 | $ | 8,909,001 | $ | 69,817,841 | |||||||
Miluna Acquisition Corp
Note to Pro Forma Financial Statement
(unaudited)
NOTE 1 - CLOSING OF OVERALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Financial Statement presents the Balance Sheet of Miluna Acquisition Corp (the “Company”) as of October 24, 2025, adjusted for the closing of the underwriters’ overallotment option and related transactions which occurred on October 28, 2025 as described below.
On October 28, 2025, the Company consummated the closing of the sale of 900,000 additional units at a price of $10 per unit (the “Units”) upon receiving notice of the underwriters’ election to exercise their overallotment option (“Overallotment Units”) in part, generating additional gross proceeds of $9,000,000 and incurred additional $90,000 cash underwriting fees, $90,000 deferred underwriting fee and $1,116 other offering cost. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one redeemable warrant (the “Warrant”), with each Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333- 289973).
Pro forma adjustments to reflect the exercise of the underwriters’ overallotment option are as follows:
Pro forma entry |
|||||||||
| a. | Cash held in Trust Account | 8,999,001 | |||||||
| Other payable – underwriter overfunding in trust | 999 | ||||||||
| Ordinary share subject to possible redemption | 8,633,520 | ||||||||
| Additional paid-in capital | 366,480 | ||||||||
| To record sale of 900,000 Overallotment Public Units at $10.00 per Unit and allocation of proceeds to public warrants | |||||||||
| b. | Cash held in Trust Account | 90,000 | |||||||
| Ordinary shares | 1 | ||||||||
| Additional paid-in capital | 89,999 | ||||||||
| Other payables | 90,000 | ||||||||
| Cash | 90,000 | ||||||||
| To record sale of 9,000 Private Units at $10.00 per Unit and allocation of proceeds to public warrants | |||||||||
| c. | Additional paid-in capital | 7,302 | |||||||
| Ordinary share subject to possible redemption | 172,021 | ||||||||
| Additional paid-in capital | 1,793 | ||||||||
| Accrued offering cost | 1,116 | ||||||||
| Cash held in trust | 90,000 | ||||||||
| Deferred underwriting fee | 90,000 | ||||||||
| To record and allocate additional offering cost | |||||||||
| d. | Additional paid-in capital | 538,501 | |||||||
| Ordinary share subject to possible redemption | 538,501 | ||||||||
| To record accretion of redemption value | |||||||||
| e. | Over-allotment option liability | 66,600 | |||||||
| Additional paid-in capital | 66,600 | ||||||||
| To reverse over-allotment option liability | |||||||||