Miluna Acquisition Corp S-4/A, filed Oct 28, 2026
Miluna Acquisition Corp (MMTX)
Miluna Acquisition Corp reports that its proposed merger with Kukugan Invest will make CADV Ventures S.A. a wholly owned subsidiary and trigger renaming to Kukugan Corp; tax counsel opines the Merger should qualify as a “reorganization” under 368(a). AI summary
As filed with the Securities and Exchange Commission on October 27, 2026
Registration No. 333-298601
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
Form
S-4
REGISTRATION STATEMENT
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
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
For Co-Registrants, see “Table of Co-Registrants” on the following page.
12F, No. 43,
Cheng Gong Road, Sec 4, Neihu
Taipei,
Taiwan
Telephone: +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
(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 Telephone: (212) 530-2206 |
Debbie A. Klis, Esq. Rimôn PC 1050 Connecticut Avenue NW, Suite 500 Washington, DC, 20036 Telephone: (202) 935-3390 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this Registration Statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
| Emerging growth company | ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The Registrant and Co-Registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment that 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 U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
* All securities being registered will be issued by Miluna Acquisition Corp, which will be renamed “Kukugan Corp” immediately following the consummation of the Business Combination described herein.
TABLE OF CO-REGISTRANT
| Exact Name of Co-Registrant as Specified in its Charter(1)(2) | State or Other Jurisdiction of Incorporation or Organization | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification Number | |||||
| CADV Ventures S.A. | Poland | 7379 | N/A | |||||
| (1) | The Co-Registrant has the following principal executive office: |
Plac Powstańców Warszawy 2
00-030 Warsaw, Poland
| (2) | The agent for service for the Co-Registrant is: |
Tengtu, Inc.
2807 Jackson Ave, FL 5th,
Long Island City, NY 11101
Telephone: (646) 952-1683
EXPLANATORY NOTE
Miluna Acquisition Corp and CADV Ventures S.A. are filing this Amendment No. 3 to their Registration Statement on Form S-4 (File No. 333-298601) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement and filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
| (a) | Exhibits |
A list of exhibits included as part of this Registration Statement on Form S-4 is set forth in the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.
| (b) | Financial Statements |
See page F-1 for an index of financial statements included in this Registration Statement on Form S-4.
| II-1 |
EXHIBIT INDEX
* Filed herewith.
** Previously filed.
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request.
| II-2 |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on this 27th day of October 2026.
| Miluna Acquisition Corp | ||
| By: | /s/ Hao Yuan | |
| Name: | Hao Yuan | |
| Title: | Chief Executive Officer and Chairman | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hao Yuan as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on October 27, 2026.
| Signature | Title | Date | ||
| /s/ Hao Yuan | Chief Executive Officer and Chairman | October 27, 2026 | ||
| Hao Yuan | (Principal Executive Officer) | |||
| /s/ Daniel Albert Mace | Chief Financial Officer and Director | October 27, 2026 | ||
| Daniel Albert Mace | (Principal Financial and Accounting Officer) | |||
/s/ Luhuan Zhong |
Director | October 27, 2026 | ||
| Luhuan Zhong | ||||
| /s/ Yajuan Ding | Director | October 27, 2026 | ||
| Yajuan Ding | ||||
| /s/ Ya Ting Lee | Director | October 27, 2026 | ||
| Ya Ting Lee |
| II-3 |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of the Registrant in the United States, has signed this registration statement in the United States, on this 27th day of October 2026.
| Puglisi & Associates | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
| II-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Taipei, Taiwan, on this 27th day of October, 2026.
| CADV Ventures S.A. | ||
| By: | /s/ Shang Ju Lin | |
| Name: | Shang Ju Lin | |
| Title: | Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shang Ju Lin as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on this 27th day of October 2026.
| Signature | Title | Date | ||
| /s/ Shang Ju Lin | Chief Executive Officer and Chairman | October 27, 2026 | ||
| Shang Ju Lin | (Principal Executive Officer) | |||
| /s/ Elzbieta Barbarska | Chief Financial Officer | October 27, 2026 | ||
| Elzbieta Barbarska | (Principal Financial and Accounting Officer) |
| II-5 |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of the Registrant in the United States, has signed this registration statement or the amendment thereto in the State of California, on this 27th day of October 2026.
| By: | /s/ Debbie A. Klis | |
| Name: | Debbie A. Klis | |
| Title: | Authorized Representative |
| II-6 |
Exhibit 8.1
October 27, 2026
Miluna Acquisition Corp
Ladies and Gentlemen:
We have acted as counsel to Miluna Acquisition Corp, a Cayman Islands exempted company (“SPAC”), in connection with the registration statement on Form S-4, as amended, filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) including the proxy statement/prospectus forming a part thereof (the “Proxy Statement/Prospectus”), and the business combination agreement (the “Merger Agreement”), dated as of April 23, 2026, by and among SPAC, Kukugan Invest, a Cayman Islands exempted company (“Kukugan”), and CADV Ventures S.A., a Polish company, a wholly owned subsidiary of Kukugan (“CADV”), pursuant to which the following will occur: Kukugan will merge with and into the SPAC, with the SPAC continuing as the surviving company, as a result of which CADV shall become a wholly-owned subsidiary of the surviving company (the “Merger” or the “Business Combination,” and the effective time of the Merger, the “Effective Time”). Following the Effective Time, SPAC will be renamed Kukugan Corp and is referred to herein as “PubCo.” The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions.” This opinion is being delivered in connection with the Registration Statement and the Proxy Statement/Prospectus, pursuant to the section “Tax Consequences of the Merger to U.S. Holders” in the Registration Statement concerning certain U.S. federal income tax matters. All section references, unless otherwise indicated, are to the United States Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms not defined herein have the meanings set forth in the Registration Statement.
In preparing this opinion letter, we have examined and relied upon the Merger Agreement, including the exhibits thereto, the Registration Statement and the Proxy Statement/Prospectus, and such other documents as we have deemed necessary or appropriate in order to enable us to render this opinion. In our examination of documents, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, and the legal capacity of signatories.
In rendering this opinion, we have relied upon the statements, representations, warranties and covenants of officers and other representatives of SPAC, and we have assumed that such statements, representations, warranties and covenants, including those set forth in the Registration Statement, are and will continue to be true, correct and complete (and, to the extent relevant, complied with) through the Effective Time without regard to any qualification as to knowledge, belief, intent, or otherwise.
In rendering this opinion, we have assumed, without any independent investigation or verification thereof, that (i) the Business Combination described in the Merger Agreement will be consummated in accordance with the description in the Merger Agreement and will be effective under applicable law, and that none of the terms or conditions contained therein will be waived or modified; (ii) the Merger Agreement, Registration Statement, and the Proxy Statement/Prospectus are true, correct and complete in all material respects and will continue to be true, complete, and correct in all respects at all times up to and including the completion of the Business Combination; and (iii) any representation in any of the documents referred to herein that is made “to the best of the knowledge and belief” (or similar qualification) of any person or party is true, correct and complete without such qualification; and that, as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of, any plan, intention, understanding or agreement, there is no such plan, intention, understanding or agreement. Any inaccuracy in, or breach of, any of the aforementioned statements, representations or assumptions could adversely affect our opinion.
Based upon and subject to the foregoing, and subject to the qualifications, assumptions and limitations contained herein and in the Registration Statement, and our consideration of such other matters of fact and law as we have considered necessary or appropriate, it is our opinion, under presently applicable U.S. federal income tax law, that the statements in the Registration Statement set forth in the section “Tax Consequences of the Merger to U.S. Holders” to the extent that they constitute matters of U.S. federal income tax law or legal conclusions with respect thereto, are our opinion and are accurate in all material respects, and the Merger should qualify as a “reorganization” within the meaning of 368(a) of the Code.
This opinion is limited to the federal income tax laws of the United States and does not purport to discuss the consequences or effectiveness of the Merger under the law of any other jurisdiction. This opinion is based upon the existing provisions of the Code, Treasury Regulations promulgated thereunder, published revenue rulings and procedures from the United States Internal Revenue Service (“IRS”) and judicial decisions, all as in effect on the date hereof. Any such authority is subject to change, and any change may be retroactive in effect and may affect our opinion as set forth herein. Our opinion is based on the facts, assumptions and representations set forth in the Registration Statement and this opinion. If any of the facts, assumptions or representations are not true, correct or complete, our opinion may not be applicable. We undertake no responsibility to update this opinion or to advise you of any developments or changes as a result of a change in legal authority, fact, representation, assumption or document, or any inaccuracy in any fact, representation or assumption, upon which this opinion is based, or otherwise. Our opinion is not binding on the IRS or a court. The IRS may disagree with one or more of our conclusions, and a court may sustain the IRS’s position.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.
No opinion is expressed as to any matter not discussed herein.
| Very truly yours, | |
| /s/ Hunter Taubman Fischer & Li LLC | |
| Hunter Taubman Fischer & Li LLC |
Exhibit 23.2
 |
|
| Guangdong Prouden CPAs GP | |
| Ste.2201, Yuehai Financial Center,21 Zhujiang | |
| West Rd., Guangzhou, Guangdong |
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Miluna Acquisition Corp. on Amendment No. 3 to Form S-4 (File No. 333-298601) of our report dated February 12, 2026, with respect to our audit of the financial statements of Miluna Acquisition Corp. as of December 31, 2025 and for the period from June 24 (inception) through December 31, 2025 appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our firm under the heading “Experts” in such Prospectus.
/s/ Guangdong Prouden CPAs GP
Guangdong Prouden CPAs GP
Guangzhou, China
October 27, 2026