# Miluna Acquisition Corp

> Clarifo company profile — qualitative business description generated from
> the company's filings. Financial statements, charts and ratios are
> available on Clarifo (https://www.clarifo.com/fi/companies/Miluna Acquisition Corp).

## Overview

Miluna Acquisition Corp is a special purpose acquisition company (SPAC) formed to complete a merger, share exchange, asset acquisition, or similar business combination with an operating business. It has no commercial operations or revenue yet and is focused on sourcing and evaluating a target, with a stated exclusion for PRC-based businesses or businesses with most operations in the PRC.

## Products & services

• SPAC initial public offering and trust account structure
• Search for and evaluation of acquisition targets
• Initial business combination execution
• Public equity and warrant listing on Nasdaq

- **Capital formation** (100%) — IPO proceeds and private placement capital held in trust for a future acquisition.
- **Target sourcing and evaluation** (0%) — Screening and diligence of potential merger or acquisition targets.
- **Business combination execution** (0%) — Structuring and closing the initial de-SPAC transaction.

- SPAC IPO and trust account capital formation
- Target search and acquisition candidate evaluation
- Merger, share exchange, or asset acquisition execution
- Public ordinary shares and redeemable warrants
- Nasdaq-listed units, shares, and warrants

## Customers

Miluna does not sell products or services to operating customers today; its counterparties are investors, sponsors, underwriters, and potential target businesses. The company’s economic purpose is to provide public-market capital and a transaction path for a private operating company that wants to become publicly listed through a business combination.

- **Public SPAC investors** (primary) — Buy units, shares, and warrants for exposure to a future acquisition and optionality on the post-combination company.
- **Sponsor and insiders** (primary) — Provide founder shares and support the SPAC structure while helping source and evaluate targets.
- **Potential acquisition target companies** (primary) — Enter into a business combination to access public capital and a Nasdaq listing.
- **Underwriters and service providers** (secondary) — Support the IPO, listing, and administrative setup in exchange for fees and commissions.

- Public investors buying units, shares, and warrants
- Sponsor and insiders providing founder capital
- Underwriters arranging the IPO and deferred fee structure
- Potential target companies seeking a public listing path
- Private sellers in a merger, share exchange, or asset deal

## Geography

Miluna is incorporated in the Cayman Islands but operates from a corporate office in Taipei, Taiwan, and is listed on Nasdaq in the United States. Its acquisition mandate is broad geographically, but it explicitly excludes targets based in or with most operations in the PRC, which shapes its deal universe and geopolitical exposure.

- Incorporated in the Cayman Islands
- Corporate office in Taipei, Taiwan
- Listed on Nasdaq in the United States
- Can pursue targets globally except PRC-based businesses
- Geography matters mainly through target screening and regulatory risk

## Strategy

The company’s strategy is to identify and complete an initial business combination using IPO proceeds, private placement funds, and potentially debt or additional equity. Near term, the key priority is target sourcing, diligence, and transaction execution before the SPAC deadline, while avoiding PRC exposure in the target profile.

- **Complete an initial business combination** (short-term) — The SPAC has no operating business until a transaction closes, so execution is the core value-creation event.
- **Source and diligence targets** (short-term) — Target quality determines whether the post-combination company can create value for public shareholders.
- **Preserve transaction flexibility** (medium-term) — The company may use cash, private placement units, shares, or debt to structure the deal.

- Source a suitable acquisition target
- Complete the initial business combination
- Use trust proceeds and financing to fund the deal
- Avoid targets based in or mainly operating in the PRC
- Maintain Nasdaq listing and investor support

## Risks

Miluna’s main risk is transaction failure: if it cannot identify, negotiate, and close a suitable business combination, it may liquidate and investors may not realize the expected SPAC upside. It also faces sponsor, underwriting, and redemption-related dilution risks, plus general SPAC market risks such as tighter regulation, weaker investor appetite, and valuation pressure on target companies.

- **Failure to complete an initial business combination** [critical] — The company has no operating business and exists solely to close a transaction.
- **Shareholder redemptions** [high] — High redemptions can shrink trust cash and make financing the acquisition harder.
- **Dilution from founder shares and warrants** [high] — Insider shares and warrants can reduce per-share economics for public investors.
- **Target selection and valuation risk** [high] — Poor diligence or an expensive acquisition can impair post-close performance.
- **Geopolitical and regulatory exposure to China-related targets** [medium] — The company excludes PRC-based businesses, limiting the target pool and reducing flexibility.

- No operating revenue until a business combination closes
- Failure to find or close a target could force liquidation
- Redemptions can reduce cash available for the deal
- Founder shares and warrants can dilute post-deal holders
- PRC exclusion narrows the target universe

## Accounting

As a SPAC, Miluna’s accounting is dominated by trust-account classification, warrant accounting, and transaction-related costs rather than operating revenue recognition. Investors should watch how the company measures redeemable units, classifies warrants under ASC 480/815, and records deferred underwriting commissions, because these items can materially affect reported equity, liabilities, and net income.

- **Warrant classification** — Fair value remeasurement may create non-cash gains or losses.
- **Redeemable shares and trust account accounting** — Impacts shareholders' equity and cash available for a deal.
- **Deferred underwriting commission** — Affects transaction costs and closing economics.
- **No critical accounting estimates yet** — Limited operating judgment today, but this will change after a combination.

- No revenue recognition until a business combination closes
- Redeemable units and trust account classification affect equity
- Warrants may be equity- or liability-classified
- Deferred underwriting commission is recorded on closing
- Transaction costs and founder share accounting affect reported results

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*Last updated: 2026-04-28T20:27:17.472907+00:00*