SecProbe.io

August 20, 2025
Shang Ju Lin
Chief Executive Officer
Miluna Acquisition Corp
12F, No. 43, Sec. 4
Cheng Kong Road
Taipei, Taiwan
Re:Miluna Acquisition Corp
Draft Registration Statement on Form S-1
Submitted July 25, 2025
CIK No. 0002077033
Dear Shang Ju Lin:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submission on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.We note your intention to apply to have your units listed on the Nasdaq, and that you
cannot guarantee that your securities will be approved for listing. Please clarify
whether this offering is contingent upon receiving Nasdaq listing approval.

We note that after completion of this offering and prior to the consummation of a
business combination, only holders of your Class B ordinary shares will have the right
to vote on the appointment or removal of directors. Please revise here and elsewhere
throughout wherever appropriate to disclose whether Nasdaq will consider you to be a
“controlled company” within the meaning of Nasdaq corporate governance standards, 2.

August 20, 2025
Page 2
or otherwise advise. If so, disclose whether you plan to rely on any exemptions from
corporate governance listing requirements as a “controlled company."
3.Please revise the cover page to clarify, as you have elsewhere, that subsequent to the
purchase by MilunaC Technology Limited ("Sponsor") of 1,725,000 insider shares on
June 30, 2025, Sponsor transferred an aggregate of 80,000 insider shares among your
Chief Executive Officer, Chief Financial Officer and your three independent directors
on July 10, 2025 pursuant to executed share transfer agreements. Additionally, please
make conforming revisions to footnote (3) of the beneficial ownership table appearing
on page 150.
4.With reference to your disclosure on pages 4 and 110, please revise the cover page to
disclose that your sponsor has engaged ARC Group Limited to provide financial
advisory services in connection with this offering. Further in this regard, disclose:
•The amount of any compensation received or to be received by the advisor, and
whether such compensation may result in material dilution of the purchasers'
equity interests. Provide a cross-reference, highlighted by prominent type or in
another manner, to the locations of related disclosures in the prospectus. Refer to
Item 1602a)(3) of Regulation S-K.
•State whether there may be actual or potential material conflicts of interest
between the advisor and purchasers in the offering. Provide a cross-reference,
highlighted by prominent type or in another manner, to the locations of related
disclosures in the prospectus. Refer to Item 1602(a)(5) of Regulation S-K.
5.Please expand your disclosure indicating that you intend to focus on business
combination opportunities where you believe the expertise of your management team
and directors will provide a distinct competitive advantage to describe the industries
or types of opportunities where you expect your team to have a competitive
advantage.
Prospectus Summary
General, page 3
6.Please revise revise here to state, as you do elsewhere, that LBKX has not yet
identified a target for a potential business combination.
Prospectus Summary
Competitive Advantage, page 4
7.Please expand the last sentence of this section to also disclose, if true, that competition
may also impact the attractiveness of the acquisition terms that you are able to
negotiate with potential targets.
Our Sponsor, Officers and Directors, page 5
8.You state that your Chief Executive Officer, Mr. Shang Ju Lin, is the sole shareholder
and director of your sponsor and has the sole voting and dispositive power of the
shares held by the sponsor. Please also disclose the amount of Mr. Lin's interest as
required by Item 1603(a)(7) of Regulation S-K.

August 20, 2025
Page 3
Securities Ownership and Compensation, page 8
9.Please revise here, in the similar section on page 114, and elsewhere throughout
where appropriate as follows:
•Disclose the financial advisory services provided or to be provided by ARC
Group Limited, including any compensation or advisory fees for such
services. Refer to Item 1602(b)(6) of Regulation S-K.
•Describe the extent to which the private placement warrants underlying the
private placement units, which you state on page 165 may be exercised on a
cashless basis, may result in a material dilution of the purchasers' equity interests.
Refer to Items 1602(b)(6) and 1603(a)(6) of Regulation S-K.
Conflicts of Interest, page 12
10.Please revise here, in the similar section on page 119, and elsewhere as appropriate to
disclose any actual or potential material conflicts of interest between the financial
advisor and purchasers in the offering, including those that may arise in determining
whether to pursue a de-SPAC transaction. Refer to Item 1602(b)(7) and Item 1603(b)
of Regulation S-K.
Effecting Our Initial Business Combination, page 16
11.You state that if you anticipate that you may not be able to consummate an initial
business combination within 18 months from the closing of this initial public offering,
subject to extension up to 21 months by means of three one-month extensions, you
will seek shareholder approval to extend the date by which you must consummate
an initial business combination. Please revise here and throughout wherever
appropriate to disclose any limitations on extensions, including the number of times
you may extend. Refer to Item (b)(4) of Regulation S-K.
Risk Factors
Our warrant agreement will provide that, subject to applicable law..., page 49
12.We note that the caption of this risk factor states that any action, proceeding or claim
against you arising from the warrant agreement, including under the Securities Act,
will be brought in the courts of the State of New York or the United States District
Court for the Southern District of New York. This statement seemingly conflicts with
the following sentence in the narrative risk factor disclosure: "[t]hese provisions of the
warrant agreement will not apply to suits brought to enforce any liability or duty
created by the Securities Act or the Exchange Act or any other claim for which the
federal district courts of the United States of America are the sole and exclusive
forum." Please reconcile or otherwise advise. Additionally, revise this risk factor to
state that your exclusive forum provision could increase a warrant holder's costs to
bring a claim.
" The nominal purchase price paid by our sponsor...", page 64
You have presented an "implied value" of $7.27 per share upon consummation of the
initial business combination compared to an "initial implied value" of $9.32 per share.
Please describe and quantify the methods and key assumptions used to calculate these 13.

August 20, 2025
Page 4
amounts, and explain how they relate to corresponding amounts in the dilution
presentation on page 98, as applicable.
If we are deemed to be an investment company under the Investment Company Act..., page
67
14.Please revise the last sentence of this risk factor describing the consequences of
liquidation to investors to also address the impact upon your warrants, which would
expire worthless.
Proposed Business
Securities Ownership and Compensation, page 114
15.We note that both the table appearing at the bottom of page 115 and at the top of page
116 have been marked with "(1)" and "(2)," but no related explanatory footnotes
appear below the tables. Please revise to include any disclosure necessary for an
investor to understand the tables, or otherwise advise. As appropriate, disclose the
circumstances under which the sponsor, directly or indirectly, has transferred or
could transfer ownership of your securities, or that have resulted or could result in the
surrender or cancellation of such securities. Refer to Item 1603(a)(6) of Regulation S-
K.
            Please contact Tracie Mariner at 202-551-3744 or Sasha Parikh at 202-551-3627 if
you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Hamill at 303-844-1008 or Suzanne Hayes at 202-551-3675
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Sally Yin