Miluna Acquisition Corp 2025年度报告

FORM 10-K Units, each consisting of one ordinary share,$0.0001 par value and one redeemable warrantOrdinary Share, par value $0.0001 per shareWarrants, each warrant exercisable for one Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The registrant was not a public company as of June 30, 2025, and therefore it cannot calculate the aggregate market value of itsordinary shares held by non-affiliates as of such date. As of February 12, 2026, 8,828,100 ordinary shares, par value $0.0001 per share, of the registrant were issued and outstanding. Table of Contents PART I Item 1.Business1Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments12 PART IIItem 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities12Item 6.Reserved13Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations13 PART III Item 10.Directors, Executive Officers and Corporate Governance17Item 11.Executive Compensation23 PART IV CERTAIN TERMS References in this Annual Report on Form 10-K (the “Annual Report”) to “we,” “us,” “our”, “Miluna” or the “Company”refer to Miluna Acquisition Corp. References to our “management” or our “management team” refer to our directors and executiveofficers. References to the “Sponsor” refer to MilunaC Technology Limited. References to “initial shareholders” refer to holders of ourfounders shares prior to the initial public offering and private placement shares. References to “initial shares” refer to the initial sharespurchased by the Sponsor. References to “private warrants” refer to the warrants sold to the Sponsor in a private placement. The SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,as amended (the “Security Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that arenot historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected andprojected. All statements, other than statements of historical fact included in this Annual Report including, without limitation,statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding theCompany’s financial position, business strategy and the plans and objectives of management for future operations, are forward-lookingstatements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words andexpressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or futureperformance, but reflect m