SecProbe.io

CORRESP
1
filename1.htm

Miluna
Acquisition Corp

September
15, 2025

Via
EDGAR

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:

    Tracie
    Mariner

    Sasha
    Parikh

    Lauren
    Sprague Hamill

    Suzanne
    Hayes

    Re:
    Miluna
    Acquisition Corp

    Registration
    Statement on Form S-1

    Filed
    September 2, 2025

    File
    No. 333-289973

Ladies
and Gentlemen:

This
letter is in response to the letter dated September 12, 2025, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Miluna Acquisition Corp (the “Company,” “we,” and “our”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration
statement on Form S-1 (the “Amended Registration Statement”) is being submitted to accompany this letter.

Registration
Statement on Form S-1

Cover
Page

 1. We
                                            acknowledge your response to prior comment 4. In this regard, we note that your response
                                            letter dated August 29, 2025 advises that ARC Group Limited has received $100,000 compensation
                                            in cash for its services and will receive a further $100,000 compensation in cash for its
                                            services upon the successful completion of the offering, and that the prospectus has been
                                            revised accordingly in numerous places throughout. However, the cover page states that ARC
                                            Group Limited has received $200,000 compensation in cash for its services and will receive
                                            a further $100,000 compensation in cash for its services upon the successful completion of
                                            the offering. Please reconcile these figures, or otherwise advise.

Response:
We have revised the disclosure on the cover page of the Amended Registration Statement.

Prospectus
Summary

General,
page 3

 2. Please
                                            revise your disclosure on page 4 indicating that that Mr. Lin currently serves as LBKX’s
                                            chief executive officer and director to clarify whether Mr. Lin is intended to refer to Mr.
                                            Shang Ju Lin or Mr. Ya Lu Lin. We note your disclosure on page 6 indicates that Mr. Shang
                                            Ju Lin currently serves as a director and chief executive officer of BoluoC Acquisition
                                            Corp, but we also not that the registration statement publicly filed by BoluoC Acquisition
                                            Corp on August 8, 2025 identified Ya Lu Lin as the Chief Executive Officer.

Response:
We have revised the disclosure on pages 4, 6, 7, 108, 111, 112, 125 and 138 of the Amended Registration Statement.

Risk
Factors

Our
warrant agreement will provide a choice-of-forum provision..., page 49

 3. We
                                            note the revisions made in response to comment 12. However, your risk factor disclosure does
                                            not appear consistent with Section 9.3 of the Warrant Agreement. Note that Section 9.3 provides
                                            for concurrent federal and state jurisdiction for claims arising under the Securities Act,
                                            but indicates that the provision excludes claims arising under the Exchange Act or any other
                                            claim for which federal courts are the sole and exclusive forum. Your risk factor discussion
                                            indicates that the warrant agreement provision providing for concurrent jurisdiction does
                                            not apply to causes of action brought under the Securities Act or the Exchange Act. Please
                                            reconcile these disclosures, as well as your risk factor disclosure indicating there is uncertainty
                                            related to the enforceability of the provision with respect to Securities Act claims because
                                            Section 22 of the Securities Act provides for concurrent jurisdiction.

Response:
We have revised the disclosure on page 49 of the Amended Registration Statement.

“The
nominal purchase price paid by our sponsor...”, page 64

 4. We
                                            acknowledge your response to prior comment 13. In this regard, please revise the footnotes
                                            to the table to provide a clear understanding of the factors that are include in the calculations
                                            of the Initial implied value per public share and the Implied value per share upon consummation
                                            of initial business combination.

Response:
We have revised the disclosure on page 64.

Dilution,
page 97

 5. In
                                            the tables depicting the pro forma net tangible book value (NTBV) per share after this offering
                                            for each of the redemption scenarios on pages 99 and 100, there appears to be calculation
                                            errors as the sum of the amounts in the columns presented for the denominator do not equal
                                            the total presented. Please revise.

In
addition, please include disclosure, similar to that provided in your response to prior comment 13, that describes the key assumptions
used to calculate NTBV per share, such as “working capital immediately after IPO.”

Response:
We have revised the disclosure on pages 98, 99 and 100.

*
* * * * * * * * * * * * * * *

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Sally Yin, Esq., of Hunter Taubman Fischer & Li LLC, at (929) 226-4130.

Very
truly yours,

    /s/
    Shang Ju Lin

    Name:

    Shang
    Ju Lin

    Title:

    Chief
Executive Officer

    cc:
    Ying
    Li, Esq.

    Sally
    Yin, Esq.

    Hunter
    Taubman Fischer & Li LLC