Miluna Acquisition (MMTX) risk factors, FY2025 10-K

Miluna Acquisition's FY2025 10-K, filed Feb 12, 2026, lists 59 risk factors. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

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Risk factors listed
590 groups
Section length
21k wordsItem 1A

Miluna Acquisition's biggest risks in the FY2025 10-K

  • Miluna Acquisition Corp is a blank check company formed on June 24, 2025, with $69 million in trust from its October 2025 IPO.

The risks most specific to Miluna Acquisition

  • Liquidity and Capital Resources

    The company completed its IPO on October 24, 2025, selling 6,000,000 units plus an over-allotment of 900,000 units at $10.00 per unit, generating $69,000,000 in gross proceeds.

  • Item 13. Certain Relationships and Related Transactions, and Director Independence

    The Sponsor purchased 1,725,000 insider shares for $25,000, of which up to 225,000 shall be surrendered depending on the over-allotment option exercise.

  • Our Sponsor purchased an aggregate of 203,100 private units at $10.00 per private unit (for a total purchase price of $2,031,000). These purchases of private units took place as a private placement simultaneously with the the consummation of the IPO, the over-allotment option and the sale of the public units

    The Sponsor purchased 203,100 private units at $10.00 per unit in a private placement totaling $2,031,000.

  • NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

    The company is a blank check company incorporated in the Cayman Islands to effect a business combination with one or more businesses.

  • Total transaction costs amounted to $1,889,764, consisting of $690,000 cash underwriting fee, $509,764 other offering costs and $690,000 deferred underwriting fee

    A total of $69,000,000 in net proceeds from the IPO and private placement was placed in a trust account.

  • As of December 31, 2025, the Company had $692,004 in cash and a working capital of 641,256

    As of December 31, 2025, the company held $692,004 in cash and had a working capital of $641,256.

All 59 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Special Note Regarding Forward-Looking Statements
  2. 02Liquidity and Capital Resources
  3. 03Off-Balance Sheet Arrangements
  4. 04Critical Accounting Estimates
  5. 05Critical Accounting Policies
  6. 06Ordinary Shares subject to possible redemption
  7. 07Offering Costs Associated with the Initial Public Offering
  8. 08Item 9A. Controls and Procedures
  9. 09Evaluation of Disclosure Controls and Procedures
  10. 10Changes in Internal Control over Financial Reporting
  11. 11Mei Chi Tsai 59 Independent Director
  12. 12Our board of directors consist of five members elected as to serve across three classes. Each director shall hold office until his or her earlier death, resignation or removal
  13. 13Committees of the Board of Directors
  14. 14Nominating and Corporate Governance Committee
  15. 15Code of Conduct and Ethics
  16. 16Mei Chi Tsai BoluoC Acquisition Corporation Special purpose acquisition corporation Director
  17. 17Compensation of our Executive Officers and Directors
  18. 18We have no compensation plans under which equity securities are authorized for issuance
  19. 19All officers and directors as a group (5 persons) 55,000 0.62 %
  20. 20(2) Based on 8,828,100 ordinary shares outstanding as of February 12, 2026
  21. 21Item 13. Certain Relationships and Related Transactions, and Director Independence
  22. 22Our Sponsor purchased an aggregate of 203,100 private units at $10.00 per private unit (for a total purchase price of $2,031,000). These purchases of private units took place as a private placement simultaneously with the the consummation of the IPO, the over-allotment option and the sale of the public units
  23. 23Item 14. Principal Accounting Fees and Services
  24. 24Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors
  25. 25Item 15. Exhibits, Financial Statement Schedules
  26. 26Report of Independent Registered Public Accounting Firm (PCAOB ID No:7254)
  27. 27Opinion on the Financial Statements
  28. 28Interest income on trust account (471,486 )
  29. 29Net cash used in operating activities (120,103 )
  30. 30Net cash used in investing activities (69,000,000 )
  31. 31Cash at the end of the period $ 692,004
  32. 32NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS
  33. 33Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 194,100 units (the “Private Units”) to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $1,941,000 (the “Private Placement”). (see Note 4)
  34. 34Total transaction costs amounted to $1,889,764, consisting of $690,000 cash underwriting fee, $509,764 other offering costs and $690,000 deferred underwriting fee
  35. 35As of December 31, 2025, the Company had $692,004 in cash and a working capital of 641,256
  36. 36Cash and Cash Equivalents
  37. 37Investments Held in Trust Account
  38. 38Derivative Financial Instruments
  39. 39Gross proceeds $ 69,000,000
  40. 40Issuance costs allocated to Ordinary Shares subject to possible redemption (1,759,601 )
  41. 41Allocation of net income $ 183,760 $ 132,749
  42. 42Concentration of credit risk
  43. 43Fair value of financial instruments
  44. 44Recent Accounting Pronouncements
  45. 45NOTE 3. INITIAL PUBLIC OFFERING
  46. 46NOTE 4. PRIVATE PLACEMENT
  47. 47Promissory Note – Related Party
  48. 48Administrative Services Arrangement
  49. 49The Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On October 28, 2025, the over-allotment options were exercised in full
  50. 50NOTE 7. STOCKHOLDER’S EQUITY
  51. 51NOTE 8. FAIR VALUE MEASUREMENTS
  52. 52Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis
  53. 53Fair value of over-allotment liability 3 $ 66,600
  54. 54Cash and marketable securities held in trust account 1 $ 69,471,486
  55. 55Fair value of over-allotment option $ 0.0740
  56. 56NOTE 9. SEGMENT INFORMATION
  57. 57Cash and marketable securities held in trust account $ 69,471,486
  58. 58NOTE 10. SUBSEQUENT EVENTS
  59. 59Previously filed with that certain Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 2, 2025, and incorporated herein by reference

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.