Miluna Acquisition Corp: Unpacking the 2025 Annual Report for Investors

This summary highlights key insights from Miluna Acquisition Corp's (MMTXU, MMTX, MMTXW) Annual Report for the fiscal year ended December 31, 2025. We've designed it for retail investors to clarify Miluna's structure, progress, and future outlook as a Special Purpose Acquisition Company (SPAC).

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Business Overview

Miluna Acquisition Corp is a Special Purpose Acquisition Company (SPAC), often called a "blank check company." Its mission is to identify, acquire, and merge with a private company, thereby taking that company public. As of December 31, 2025, Miluna had no operations; it serves solely as a vehicle for a future business combination.

Miluna's main goal is to complete a business combination with a promising private company by its operational deadline. While not restricted to a specific industry or region, Miluna will not pursue targets based in or primarily operating in China, Hong Kong, or Macau.

Leveraging their extensive network in finance, private equity, and investment banking, Miluna's management team seeks companies that demonstrate:

• Strong Market Position: Innovative technologies and a competitive edge within their sector.
• Experienced Leadership: Robust and proven management teams.
• Growth Potential: Significant opportunities for expansion, scalability, and market penetration.
• Financial Health: Strong profitability, consistent cash generation, and attractive valuation prospects.
• Public Market Readiness: Companies that would strategically and financially benefit from becoming a publicly traded entity.

Key team members are crucial for identifying and evaluating potential targets. These include CFO and Director Daniel Albert Mace, who brings a strong background in finance, tax, and SPAC operations, and Independent Director Luhuan Zhong, who advises other SPACs. Miluna plans to fund the acquisition using cash from its Trust Account, equity, and potentially new debt. The goal is to structure a deal that maximizes shareholder value and supports the acquired company's long-term growth.

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Financial Performance

Miluna completed its Initial Public Offering (IPO) on October 24, 2025, selling 6 million units at $10.00 each and raising $60 million. Each unit included one ordinary share and one redeemable warrant, exercisable at $11.50 per share. Underwriters sold an additional 900,000 units between October 25-28, 2025, raising an extra $9 million.

• Sponsor Investment: MilunaC Technology Limited, the Sponsor, invested an additional $1.94 million for 194,100 units at the IPO and a further $9,000 for 900 units, demonstrating its commitment.
• Trust Account: Miluna deposited a total of $69 million from these proceeds into a dedicated Trust Account. Miluna invests this capital in short-term U.S. government securities or money market funds. It holds these funds solely to finance a business combination or redeem public shares. As of December 31, 2025, the Trust Account held approximately $69.05 million, reflecting minimal interest income earned since the IPO.
• Cash Outside Trust & Operating Expenses: Miluna held approximately $1.2 million in cash outside the Trust Account as of December 31, 2025, designated for operating expenses. From its inception in August 2025 through December 31, 2025, the company incurred approximately $0.5 million in general and administrative expenses. These costs primarily covered legal, accounting, and administrative services for its IPO and ongoing target search. As a blank check company, Miluna generated no revenue during this period, beyond minimal interest income.
• Shares and Warrants: As of December 31, 2025, 8.625 million ordinary shares were outstanding. This included 1,725,000 founder shares held by the Sponsor, representing 20% of total shares outstanding post-IPO and subject to forfeiture. Public shares and warrants began trading separately on Nasdaq under symbols MMTX and MMTXW on December 15, 2025.
• Underwriting Fees: Deferred underwriting commissions totaled $2.4 million. Miluna will pay these only upon successfully completing a business combination.

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Risk Factors

Investing in a SPAC like Miluna Acquisition Corp carries specific risks:

• Failure to Complete Acquisition: The most significant risk is Miluna's inability to identify and complete a suitable business combination within the stipulated timeframe. If this happens, Miluna would liquidate. Public shareholders would receive their pro-rata share of the Trust Account, but warrants would expire worthless.
• Competition for Targets: Miluna faces intense competition from other SPACs, private equity firms, and strategic buyers for attractive acquisition targets. This intense competition could make finding a suitable company challenging or lead to unfavorable deal terms.
• Dilution: Public shareholders face potential dilution from warrant exercises, the Sponsor's founder shares, and any future equity financing (e.g., PIPE investment) used to fund a business combination.
• Redemption Risk: A high rate of public shareholder redemptions could significantly reduce the cash in the Trust Account. This reduction could jeopardize completing a desirable business combination or impact the acquired company's post-merger capital structure.
• Dependence on Management: Miluna's success heavily relies on its management team's expertise, judgment, and network to identify, evaluate, and execute a successful merger.
• Lack of Operating History: As a shell company, Miluna has no operating history, products, or established revenue streams. Its future performance depends entirely on the success and integration of its eventual business combination.
• Regulatory Changes: The SPAC market faces evolving regulatory scrutiny and potential rule changes. These changes could impact Miluna's operations or the viability of future transactions.

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Management Discussion and Analysis (MD&A) Highlights

Miluna's primary objective is to complete a business combination by its operational deadline of April 24, 2027. Management actively identifies and evaluates potential target companies, leveraging its extensive network and experience. The strategy focuses on companies with strong market positions, experienced leadership, growth potential, financial health, and public market readiness.

Liquidity and Capital Resources: As of December 31, 2025, Miluna held $69.05 million in its Trust Account, primarily invested in short-term U.S. government securities. This serves as its primary capital resource for a business combination. Additionally, Miluna held $1.2 million in cash outside the Trust Account to cover operating expenses. Miluna expects these funds, along with potential future financing (e.g., PIPE), to be sufficient to complete a business combination and cover its operational needs until the deadline. Deferred underwriting commissions of $2.4 million represent a significant contingent liability, payable only upon successfully completing a business combination.

Results of Operations: From its inception in August 2025 through December 31, 2025, Miluna generated minimal interest income from its Trust Account investments. General and administrative expenses totaled approximately $0.5 million. These costs primarily covered legal, accounting, and administrative services for the IPO and ongoing target search. As a blank check company, Miluna has no revenue-generating operations.

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Financial Health

As of December 31, 2025, Miluna's financial health reflects significant cash holdings and minimal liabilities. The Trust Account held approximately $69.05 million, representing the vast majority of its assets. Miluna designates these funds for a business combination or shareholder redemptions. Outside the Trust Account, Miluna held approximately $1.2 million in cash for working capital and operating expenses.

Debt: Miluna had no long-term debt as of December 31, 2025. Its primary contingent liability is the $2.4 million in deferred underwriting commissions, which Miluna will pay only upon successfully completing a business combination.

Liquidity: Cash held outside the Trust Account provides liquidity for day-to-day operations. While restricted, the funds in the Trust Account represent substantial capital available for a business combination, subject to shareholder redemptions.

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Future Outlook

Miluna's immediate future focuses entirely on identifying and completing a business combination by its April 24, 2027 deadline. The management team actively searches for a suitable merger candidate that aligns with its strategic criteria. Miluna anticipates that cash held outside the Trust Account will cover its operating expenses during this search period.

Miluna can extend this deadline by up to three additional months (to July 24, 2027). This requires Miluna to sign a definitive business combination agreement and deposit $0.033 per public share into the Trust Account for each month of extension. As of February 12, 2026, Miluna continues its active search for a suitable merger candidate.

If Miluna does not complete a business combination by the deadline, it will liquidate. It will redeem all public shares at a per-share price equal to the amount in the Trust Account (including accrued interest, less taxes and dissolution expenses). Warrants would expire worthless in this scenario. Miluna does not provide traditional financial guidance because its operations are limited to facilitating a business combination.

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Competitive Position

Miluna operates in a highly competitive environment to identify and acquire attractive target companies. It competes with other SPACs, private equity funds, venture capital funds, and strategic corporate acquirers.

Strengths: Miluna's competitive advantages stem from its experienced management team. This team, including Daniel Albert Mace and Luhuan Zhong, brings extensive networks and expertise in finance, private equity, and SPAC operations. This team's ability to identify, evaluate, and structure complex transactions is crucial. Its $69 million Trust Account also provides a significant capital base for potential transactions.

Challenges: The intense competition can lead to increased acquisition prices or less favorable deal terms. Miluna's ability to differentiate itself and attract a high-quality target depends on its management's reputation, deal-making capabilities, and the attractiveness of its proposed deal structure to potential target companies.