SecProbe.io

CORRESP
1
filename1.htm

Miluna
Acquisition Corp

September
29, 2025

Via
EDGAR

Division
of Corporation Finance

Office
of Industrial Applications and Services

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Tracie Mariner

    Sasha Parikh

    Lauren Hamill

    Suzanne Hayes

    Re:
    Miluna
    Acquisition Corp

    Amendment
    No. 1 to Registration Statement on Form S-1

    Submitted
    September 16, 2025

    CIK
    No. 0002077033

Ladies
and Gentlemen:

This
letter is in response to the letter dated September 24, 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 Amendment No.
2 to Registration Statement on Form S-1 (the “Amendment No.2”) is being submitted to accompany this letter.

Amendment
No. 1 to Form S-1

Our
warrant agreement provides a choice of forum provision that may limit a warrant holder’s ability to bring a claim..., page 49

    1.
    We
    note your response to prior comment three and reissue the comment. Specifically, we note your statement “Section 22 of the
    Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability
    created by the Securities Act or the rules and regulations thereunder. As a result, a court could determine that our exclusive forum
    provision is unenforceable with respect to such claims and investors will not be deemed to have waived compliance with the federal
    securities laws and rules and regulations promulgated. thereunder.” Given that Section 9.3 of your Form of Warrant Agreement
    provides that any action under the agreement, including any action arising under the Securities Act can be brought and enforced in
    the courts of the State of New York or the U.S. District Court for the Southern District of New York, please explain the nature of
    the uncertainty with respect to the enforceability of the provision, as the provision specifically provides for concurrent federal
    and state jurisdiction.

Response:
We acknowledge the Staff’s comment and respectfully advise the Staff that the disclosure on page 49 has been revised to address
the comment.

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

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