Miluna Acquisition Corp美股招股说明书(2025-10-22版)

$60,000,000Miluna Acquisition Corp6,000,000 Units Miluna Acquisition Corp is a blank check company incorporated under the laws of the Cayman Islands as an exemptedcompany with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization,reorganization or similar business combination with one or more businesses or entities. We have 18 months from the closing of thisinitial public offering, subject to extension up to 21 months by means of three one-month extensions provided that $0.033 per publicshare is deposited into the trust account for each one-month extension and further provided that the Company has entered into anagreement for an initial business combination within that 18-month period. We have not selected any business combination target, andwe have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combinationtarget. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, except thatwe will not pursue a prospective target company based in or having the majority of its operations in the PRC. Throughout thisprospectus, “PRC” refers to the People’s Republic of China, including the Hong Kong Special Administrative Region and the MacauSpecial Administrative Region and, for the purpose of this prospectus only, excluding Taiwan. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary shareof par value of US$0.0001 (eachan“ordinary share”) and one redeemable warrant. Each warrant entitles the holder thereof topurchase one ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants areexercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants willnot become exercisable until the later of the completion of our initial business combination or 12 months after this registrationstatement is declared effective by the Securities and Exchange Commission, and will expire five years after the completion of ourinitial business combination or earlier upon redemption or our liquidation, as described herein. Subject to the terms and conditionsdescribed in this prospectus, we may redeem the warrants for cash once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 900,000 units to cover over-allotments, if any. Upon the consummation of our initial business combination, we will provide the holders of our outstanding public shareswith the opportunity to redeem their shares, regardless of whether they vote for or against the proposed business combination or do notvote at all, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below,including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations describedherein. See “Prospectus Summary — The Offering — Redemption rights for public shareholders upon consummation of our initialbusiness combination” on page 30 for more information. Notwithstanding the foregoing redemption rights, our amended and restatedmemorandum and articles of association provides that, in connection with any vote held to approve a proposed business combination,a public shareholder who is not our sponsor (as defined below), director or officer, together with any affiliate of such shareholder orany other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act),will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offeringwithout our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including allshares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial businesscombination. See “Prospectus Summary — The Offering — Limitation on redemption rights of shareholders holding 15% or moreof the shares sold in this offering if we hold shareholder vote” on page 32 for further discussion on certain limitations on redemptionrights. If we anticipate that we may not be able to consummate our initial business combination within 18 months from the closingof this initial public offering, subject to extension up to 21 months by means of three one-month extensions provided that $0.033 perpublic share is deposited into the trust account for each one-month extension and further provided that the Company has entered intoan agreement for an initial business combination within that 18-month period, we may seek shareholder approval to extend the date bywhich we must consummate our initial business com