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
or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
12F,
Taipei,
(Address of Principal Executive Offices)
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Not Applicable
(Former name or former address, if changed since last report)
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Emerging
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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 | |
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