Miluna Acquisition Corp

This establishes the key redemption/deadline mechanics: the company has 18 months from the October 24, 2025 IPO closing to complete a business combination, extendable to 21 months only if $0.033 per public share is deposited per extension and a definitive agreement is signed within the initial 18 months; no extension has been taken. The filing also shows the current trust per-share redemption value as $10.07, not the $10.25 in the tracker, and confirms warrants would expire worthless in liquidation. The sponsor/CEO changes are relevant context for evaluating sponsor conduct and any future shareholder action.

The appointment installs a sponsor-affiliated director into the CEO role, consolidating governance continuity ahead of any potential merger. Because the filing is purely an executive succession notice, it leaves all existing redemption windows, trust interest accrual rates, and shareholder exit mechanics intact. The explicit no-dispute designation reduces near-term litigation or hold-out risk, while the indemnification exhibit standardizes post-resignation liability protection for the incoming officer. No commercial claims, customer bases, revenue figures, market-size estimates, technology roadmaps, partnership terms, or litigation narratives are present. Investors tracking redemption calendars, sponsor Promote dilution, or merger diligence timelines should monitor follow-up filings, as this submission alters none of those variables.

Because the filing contains no quotations from management, sponsor representatives, or third-party analysts, there are no attributed claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The substantive impact rests entirely on the mechanical reduction of 1,848,100 shares by a principal director ahead of a deal-announced milestone, which narrows the share base available for redemption or conversion without modifying any other disclosed procedural or financial parameters.

This filing establishes the baseline financial condition of the SPAC post-IPO. Investors should note the trust value of $10.00 per share, the 18-month deadline to complete a business combination (with possible extensions), and the sponsor's economics. The filing contains no disclosure of a target or definitive agreement, despite the status tag 'DEAL_ANNOUNCED' which may be based on subsequent events outside this filing.

This 8-K finalizes the trust composition and public share count preceding any business combination, locking the redemption pool at 6,900,000 shares backed by $69,000,000. The registrant discloses zero information regarding a target business, merger agreement terms, redemption deadlines, extension voting procedures, or sponsor conduct beyond the mandatory private unit subscriptions. The pro forma balance sheet lists total assets of $69,817,841, total liabilities of $695,733, and shareholders’ equity of $122,108, but the company asserts it has not advanced toward a definitive acquisition. Warrants remain exercisable at $11.50 per share under the referenced registration statement (File No. 333-289973), and no adjustment mechanics or tender offer schedules are triggered by this filing. Investors monitoring deal progression, extension funding requirements, or sponsor dilution protections will find this report limited to post-offering accounting closure. The absence of target-specific disclosures means the trust remains in a pre-deal holding phase until a subsequent filing introduces acquisition mechanics or proxy timelines.

This filing locks in the precise trust ceiling and extension premium schedule, giving investors a transparent mechanical framework to track daily accretion and extension triggers without speculation. By permitting a Rule 13e-4 tender offer as an alternative to a proxy solicitation, the company alters the procedural pathway for investors seeking to exit before a merger, potentially accelerating liquidity. Operationally, the company states it had not commenced operations or generated revenues as of October 24, 2025, and plans to pursue acquisition targets that align with management’s professional background. The audit attached to the report records $907,841 in operating cash, $1,708,648 in aggregate transaction costs, and a $44,128 accumulated deficit driven by formation expenses. It also formalizes a $10,000 monthly administrative services arrangement payable to the sponsor beginning October 23, 2025, outlines up to $3,000,000 in convertible working capital loan facilities, and grants D. Boral Capital LLC and ARC Group Securities LLC a right of first refusal for future equity and debt offerings for twelve months post-combination. Chief Executive Officer Lin Shang-Ju executed the filing, while auditors Guangdong Prouden CPAs GP certified the opening balance sheet, providing the baseline metrics required to monitor trust performance, extension compliance, and sponsor leverage ahead of any announced target.

This filing establishes the baseline trust value ($10.00 per share, not $10.25 as previously listed), the deadline structure, and the sponsor's incentives. Investors should monitor the trust value and extension deadlines. No business combination target has been identified yet.

This filing defines MMTX's redemption calendar and trust mechanics: public shareholders may redeem at the per-share trust account value in connection with a business combination, subject to a 15% per-beneficial-owner consent limit if a shareholder vote is used; if no deal closes by the deadline, trust proceeds are distributed pro rata to public shares while warrants expire worthless. It also discloses sponsor/insider conflicts, a related SPAC (LBKX) with potential opportunity priority, and material dilution from insider shares purchased at approximately $0.014 per share.

For investors tracking redemption mechanics, trust value ($10.25), deadline structure, and sponsor conduct, this document fully defines the terms of a forthcoming SPAC IPO. It provides the baseline for all future redemption calculations, extension votes, and dilution assessments. The extensive conflict disclosures regarding a competing affiliated SPAC and the nominal insider share price are unusually detailed.

This filing provides the final prospectus for Miluna Acquisition Corp's SPAC IPO, detailing the terms of the 6,000,000-unit offering (plus over-allotment), trust account mechanics ($10.00 per unit deposited), redemption rights for public shareholders, sponsor compensation and conflicts, and the 18-month (extendable to 21) deadline to complete a business combination. It is material for investors evaluating the IPO risk and structure.

Beyond the structural adjustments, the filing clarifies personnel assignments, noting that Shang Ju Lin currently serves as chief executive officer and director, while resolving prior confusion with Ya Lu Lin based on conflicting August 8, 2025 SPAC filings, which affects investor assessment of management continuity and operational oversight. The correction of warrant jurisdiction language on page 49 addresses litigation routing, specifying that the agreement excludes Exchange Act claims from concurrent state-federal forums and instead defers to exclusive federal court jurisdiction, which shapes long-term shareholder recourse strategy. No explicit claims regarding customer concentrations, historical revenue, total addressable market size, proprietary technology roadmaps, strategic partnership terms, or sponsorship governance conduct appear in this correspondence; the document functions strictly as a technical compliance remediation covering executive identification, financial table integrity, advisor payout accounting, and legal forum alignment.

Because the SEC has flagged material inconsistencies in compensation reporting, executive identification, warrant jurisdiction, and pro forma financial modeling, the registration statement cannot yet be qualified, which inherently delays IPO pricing and pushes out the commencement of any business combination window. Unresolved discrepancies between the stated $100,000 versus $200,000 payment to ARC Group Limited and unclear leadership designation across affiliated entities require clarification before SPAC investors can accurately assess sponsor alignment, fee leakage, and governance oversight ahead of redemption votes. Incorrectly drafted warrant choice-of-forum language and unexplained net tangible book value calculations increase the risk of post-pricing litigation or regulatory enforcement, which can depress secondary market trading and influence holder decisions to redeem versus hold during the merger solicitation period. Once the company files revised prospectus pages addressing these items, investors will receive updated dilution projections, fee structures, and legal risk disclosures essential for evaluating the economic viability of the pending transaction relative to the trust distribution baseline.

For investors watching trust value and redemption mechanics, this establishes the starting point: $10.00 per unit in trust, public-share redemption rights in connection with a business combination, 15% cap on redemptions by grouped shareholders if a shareholder vote is held, and liquidation redemption of trust proceeds if no combination closes within the required window. It also flags that LBKX, sharing management/independent directors with MMTX, may have priority for acquisition opportunities and that no target has been identified yet.

This correspondence materially updates the tracking parameters for SPAC lifecycle events and shareholder economics. Investors monitoring the redemption deadline must immediately adjust models to reflect the newly added clause permitting unlimited extension votes, effectively decoupling the timeline from the previously referenced 21-month ceiling and extending the duration until a forced liquidation or business combination occurs. The unrounded, step-by-step arithmetic for the $9.32 and $7.27 implied valuations establishes a transparent, sponsor-defined benchmark for modeling maximum tolerable redemptions relative to the $7.36 pro forma NTBV. The explicit warning that private placement warrants underlying 194,100 units may be exercised on a cashless basis 'could result in a material dilution of the purchasers’ equity interests' requires investors to stress-test dilution scenarios alongside the $200,000 total cash compensation flowing to ARC Group Limited. Strategically, the Company attributes no industry preference or technological roadmap to its pursuit mandate, directing attention instead to management expertise as the sole differentiator. Personnel disclosures confirm that Chief Executive Officer Mr. Shang Ju Lin retains sole voting and dispositive power over the sponsor. All quantitative claims, compensation figures, extension parameters, valuation methodologies, and strategic statements are sourced directly from the Company’s rebuttals to SEC staff commentary within this correspondence.

The SEC staff’s request for amended drafts delays S-1 finalization, which postpones the redemption window and keeps trust value intact while deferring capital deployment decisions. The disclosed extension framework (up to 21 months via three one-month extensions) confirms the mechanism available to preserve trust but introduces timeline uncertainty for public shareholders evaluating redemption. Internal transfers of 80,000 insider shares to officers and directors, combined with unresolved advisor fee structures and conflict disclosures from ARC Group Limited, signal incomplete sponsor transparency ahead of any potential merger vote. The explicit confirmation that LBKX has not identified a target means no proxy schedule exists, forcing investors to carry exposure during a period with no acquisition certainty. The regulatory demand to quantify the stated $7.27 and $9.32 per share valuations highlights anticipated dilution pressures that will directly impact post-combination economics if shareholders do not redeem.

Establishes the IPO terms: 6,000,000 units at $10.00 per unit, $60 million trust, 18-month deadline with up to 3 one-month extensions at $0.033 per share per extension, redemption rights at trust value, sponsor's founder shares at $0.014 per share, private placement of 194,100 units at $10.00 each, and detailed conflict-of-interest disclosures including concurrent SPAC (LBKX) with overlapping management. This filing provides the first comprehensive look at the SPAC's structure and risks.

What changed: 8-K Current Report filed by Miluna Acquisition Corp to disclose entry into a definitive Business Combination Agreement with CADV Ventures S.A. (a Poland-based AI company) and Kukugan Invest, a Cayman holding company, for a reverse merger transaction. Miluna announced a definitive de-SPAC merger with CADV Ventures S.A. (CADV.AI), valuing the target at $300 million pre-money (including earnout). The transaction implies a $250 million aggregate consideration (25 million PubCo Class A shares at $10.00 per share), with an additional earnout of up to 5 million shares based on $7M revenue in FY2027. The combined company will be named Kukugan Corp. and is expected to close in H2 2026, subject to shareholder approval, SEC effectiveness, and listing. The SPAC sponsor has agreed to vote in favor, not redeem, and waive anti-dilution. Lock-up is 6 months. A PIPE/ELOC of up to $50 million is contemplated but not required. Why it matters: Sets a redemption deadline timeline: shareholders must decide before the special meeting, expected after the S-4 is effective. Trust value per share is $10.25 as of the filing date. The trust account held at least $70.1 million at signing. The outside date is 9 months from April 23, 2026, i.e., January 23, 2027. The sponsor has locked up its shares for 6 months post-close and agreed not to redeem. The earnout creates a future performance milestone. The target's revenue threshold for earnout is $7 million in 2027, which provides a benchmark for business progress. The deal structure includes a valuation adjustment clause if the company's projections become materially inaccurate. Investors should monitor the S-4 proxy filing for detailed financials and redemption mechanics.

What changed: Current Report on Form 8-K filed as a Rule 425 communication, containing the definitive Business Combination Agreement between Miluna Acquisition Corp (MMTX) and CADV Ventures S.A. (CADV.AI), together with a Sponsor Support Agreement, Parent Support Agreement, forms of Registration Rights and Lock-Up Agreements, and a press release announcing the transaction. Miluna Acquisition Corp entered into a definitive business combination agreement with CADV Ventures S.A., a Poland-based AI software company. Key terms: Aggregate Transaction Consideration Value $250,000,000, with shares issued at $10.00 per share reference price (25 million shares). Earn-out of up to 5,000,000 additional shares if CADV achieves consolidated revenue of at least $7,000,000 for fiscal year ending December 31, 2027. Trust account balance as of signing is at least $70,083,687.52. No PIPE or ELOC committed yet, but parties may pursue up to $50 million. Closing expected in second half 2026. Sponsor (MilunaC Technology Ltd.) and sole parent shareholder (Shang Ju Lin) signed support agreements to vote in favor and waive redemption. Post-closing board: 5 members (2 from Miluna, 3 from CADV; at least 3 independent). Class B shares with 15:1 voting, no economic rights, issued to designated individual Shang Ju Lin. Lock-up period of 6 months. Outside Date is 9 months from signing (January 23, 2027). Why it matters: This filing is the definitive de-SPAC announcement for MMTX, providing full deal terms: $250M enterprise value, earn-out milestone, sponsor commitment, trust account size, and closing conditions. Investors can evaluate the structure, redemption risk, and timeline. The target is an AI-assisted IT support company, but no historical revenue figures are disclosed beyond the earn-out threshold of $7M for FY2027. The filing also reveals significant governance features (Class B super-voting shares) and lack of committed PIPE. This is material as it outlines the complete framework for the business combination.

What changed: A Schedule 13G, which is a joint beneficial ownership reporting statement filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, submitted by Wolverine Asset Management, LLC, Wolverine Holdings, LLC, Christopher L. Gust, and Robert R. Bellick. The provided excerpt lists only the filing designation, SEC receipt number, and four named holders. It discloses no ownership percentages, acquisition dates, purchase prices, or statements of purpose. Accordingly, it reports nothing regarding redemption deadlines, trust account mechanics, extension procedures, business combination progress, or sponsor behavior. It also contains zero operational or strategic assertions about customers, revenue, market sizing, technology, partnerships, litigation, or management personnel. Because the text contains no substantive claims or numerical data, no attribution of facts to speakers or issuers is applicable. Why it matters: In a SPAC context approaching a corporate action, a Schedule 13G signals that investment portfolios have accumulated equity positions sufficient to trigger public disclosure, which can indicate latent voting weight ahead of a shareholder vote on a merger or trust extension. However, without the actual percentage stakes, cost bases, or joint-action agreements contained in the full exhibit, investors cannot determine whether these entities hold enough convertible shares to sway a redemption threshold, approve an amendment, or influence the final merger vote. The filing confirms ongoing accumulation by these four named entities but provides no standalone metric to adjust redemption windows, trust payout assumptions, or proxy solicitation strategies.

What changed: A routine insider ownership compliance exhibit (SEC Form 3 initial acquisition report). The filing discloses that Miluna Acquisition Corp director Ding Yajuan (Karen) holds 10,000 shares acquired directly. No transactions, sales, conversions, or grant amendments are recorded; this is a static initial-position snapshot. Why it matters: This document does not adjust any redemption deadline, alter the trust maintenance schedule, trigger sponsor convertibility milestones, or move the announced business combination forward. It contains no assertions about target company revenue, customer relationships, market capitalization, proprietary technology, contractual partnerships, ongoing litigation, or senior leadership changes. Because the report only registers a director baseline equity stake, it exerts no mechanical pressure on vote thresholds, liquidation waterfalls, or promote forfeiture conditions. For investors monitoring trust preservation, conversion windows, or sponsor behavior, the filing is structurally inert but serves as a baseline confirmation of insider exposure.

What changed: SEC Form 4 — insider ownership and transaction report. On 2026-02-25, reporting person Tsai Mei Chi disposed of 10,000 shares back to Miluna Acquisition Corp, leaving a 0 share position immediately after the transaction. Why it matters: The disposition adjusts the insider's equity stake but does not alter the $10.25 per share trust balance, redemption mechanics, extension provisions, or the DEAL_ANNOUNCED merger timeline. The filing contains no additional substantive disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. There are no new redemption calendar triggers, trust account movements, or sponsor conduct flags generated by this submission; tracking remains relevant solely for observing changes in insider skin-in-the-game as the company approaches potential conversion or voting windows.

What changed: A Form 4 insider ownership report [0001493152-26-008347] submitted by MilunaC Technology Ltd, a 10% owner, disclosing two equity movements executed on 2026-02-25. As recorded in the filing, MilunaC Technology Ltd acquired 10,000 shares through a grant/award priced at $0 and subsequently transferred 10,000 shares back to the issuer for $1, reducing its total position from 1,858,100 shares to 1,848,100 shares. The document contains no statements altering your tracked redemption deadlines, extension mechanisms, business combination progress, or sponsor governance protocols. Why it matters: For investors tracking SPAC mechanics, this report reflects a nominal administrative share adjustment between a principal holder and the company rather than a market event impacting public liquidity, redemption pricing, or merger timelines. The offsetting grant and disposition do not indicate sponsor distress, voting shifts, or changes to the merger agreement. Because the filing contains no forward-looking assertions, customer data, revenue metrics, technology claims, partnership announcements, litigation updates, or personnel changes beyond the reporting entities listed, it adds no substantive catalysts to the investment thesis. Claims regarding the transaction are attributed solely to the disclosures made by MilunaC Technology Ltd in this SEC submission.

What changed: A Current Report on Form 8-K (Items 5.02 and 9.01) reporting a director resignation, a director appointment, the execution of a director indemnification agreement, and a joinder to the company’s existing letter agreement with its sponsor. The filing discloses that Miluna Acquisition Corp received a resignation letter from Mei Chi Tsai effective February 17, 2026, and appointed Yajuan Ding as a director on February 25, 2026. Under the Joinder recited in the filing, Hao Yuan was simultaneously designated chief executive officer and chairman of the Board. The Sponsor, MilunaC Technology Limited, delivered 10,000 ordinary shares to Ding in connection with her appointment. The Company attached Exhibit 10.1 (indemnification agreement governed by Cayman Islands law) and Exhibit 10.2 (joinder to the October 22, 2025 letter agreement). No revisions to the trust account balance, per-share trust value, redemption calendar, extension options, or business combination timeline were reported. Why it matters: According to the Company, Ding possesses specific transaction-execution experience: from January 2019 to April 2022 at Shanghai Maosi Enterprise Management Consulting Co., Ltd., she “led the formation of special purpose acquisition companies (“SPACs”), identified and evaluated acquisition targets, and coordinated the M&A process.” The filing notes she previously acted as financial consultant for Venus Acquisition Corporation (Nasdaq: VENA) from February 2021 to April 2022, Golden Path Acquisition Corporation (Nasdaq: GPCO) from June 2021 to February 2022, Longevity Acquisition Corporation (Nasdaq: LOAC) from October 2019 to February 2021, and Greenland Acquisition Corporation (Nasdaq: GLAC) from December 2018 to October 2019. The Board determined Ding qualifies as an “independent director” under Nasdaq Stock Market Listing Rules. While this filing does not move the redemption deadline, alter trust accounting, or confirm target discussions, it materially updates Miluna Acquisition Corp’s governance capacity and director compensation structure. The appointment places an individual with documented post-investment management and SPAC formation experience onto the Board ahead of a potential business combination, and the indemnification/joinder filings lock in standard fiduciary protections and sponsor-aligned vesting terms.

What changed: Form 8-K Current Report disclosing the departure of a director under Item 5.02. The filing, executed by Chief Executive Officer Hao Yuan, states that on February 17, 2026, Miluna Acquisition Corp received a resignation letter from Ms. Mei Chi Tsai. She stepped down from the board of directors and all committee roles effective that same date. The company represented that the departure did not result from any dispute or disagreement concerning its operations, policies, or practices, and noted it has initiated a search for a qualified independent director to fill the resulting vacancy. Why it matters: This document does not alter redemption calendars, trust value calculations, extension mechanisms, or target acquisition progress. Board vacancies can affect meeting quorums and voting thresholds relevant to future merger approvals. The explicit company representation that no operational or policy disagreements triggered the exit reduces near-term sponsor-governance friction signals, but leaves oversight incomplete until the planned independent replacement is appointed.

What changed: Routine compliance exhibit: a Schedule 13G beneficial ownership report. According to the provided filing text, the document states only the reporting entity’s name, Aristeia Capital, L.L.C., and the SEC form type. It discloses no ownership percentages, acquisition intentions, financing structures, or conditional obligations. Consequently, the filing reports no modifications to redemption triggers, trust account custody, extension voting mechanics, target integration milestones, or sponsor governance parameters. Why it matters: Because the excerpt contains solely a regulatory form identifier and holder name, it provides no substantively actionable data regarding Miluna Acquisition Corp.’s capital allocation, merger execution trajectory, or public shareholder rights. Without disclosed equity positions, voting directives, or contingency declarations attributed to Aristeia Capital, L.L.C., the document signals no imminent liquidity events, deal completions, or structural changes that would affect trust preservation or investor redemption calculus.

What changed: Form 10-K annual report of Miluna Acquisition Corp for the period June 24, 2025 (inception) through December 31, 2025, filed February 12, 2026 — the SPAC's first post-IPO annual report, containing audited financial statements and standard blank-check disclosures. No business combination target has been selected and no deal or extension is announced in this filing. The 10-K sets the post-IPO baseline: 6,900,000 redeemable public shares carried at $10.07 per share, trust account of $69,471,486, cash outside trust of $692,004, and deferred underwriting fee of $690,000. It also discloses management/sponsor succession: Shang Ju Lin resigned as sole director of the sponsor on November 12, 2025, and Hao Yuan was appointed; Hao Yuan became CEO and director in December 2025. The sponsor holds 1,645,000 shares (18.63%) and no individual shareholder of the sponsor controls the sponsor's MMTX shares. Why it matters: This establishes the key redemption/deadline mechanics: the company has 18 months from the October 24, 2025 IPO closing to complete a business combination, extendable to 21 months only if $0.033 per public share is deposited per extension and a definitive agreement is signed within the initial 18 months; no extension has been taken. The filing also shows the current trust per-share redemption value as $10.07, not the $10.25 in the tracker, and confirms warrants would expire worthless in liquidation. The sponsor/CEO changes are relevant context for evaluating sponsor conduct and any future shareholder action.