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United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
February
25, 2026
Date
of Report (Date of earliest event reported)
Miluna
Acquisition Corp
(Exact
Name of Registrant as Specified in its Charter)
| Cayman
Islands |
|
001-42911 |
|
N/A 00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
12F, No. 43,
Cheng Gong Road, Sec 4, Neihu
Taipei, 114
Taiwan, 114049
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: +886 900-605-199
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one ordinary share and one redeemable warrant |
|
MMTXU |
|
The
Nasdaq Stock Market LLC |
| Ordinary
Shares, par value $0.0001 per share |
|
MMTX |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each warrant exercisable for one ordinary share at an exercise price of $11.50 per share |
|
MMTXW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 23, 2026, on February
17, 2026, Miluna Acquisition Corp (the “Company”) received a letter of resignation (the “Resignation Letter”)
from Ms. Mei Chi Tsai. Pursuant to the Resignation Letter, Ms. Tsai resigned from her position
as a member of the board of directors of the Company (the “Board”) and from all the committees on which she served,
effective February 17, 2026.
On
February 25, 2026, the Board appointed Ms. Yajuan Ding, age 33, to serve as a director of
the Company commencing on the same day. The Board determined that Ms. Ding qualifies as an “independent director” under the
Nasdaq Stock Market Listing Rules.
Ms.
Yajuan Ding has served as director of strategic investment at Youzu Network Co., Ltd. since March 2024, overseeing equity investments,
strategic synergies, and post-investment management. From May 2022 to March 2024, Ms. Ding served as senior investment manager at Shanghai
Futeng Private Equity Fund Management Co., Ltd., responsible for fund-of-funds investments and fundraising. From January 2019 to April
2022, Ms. Ding served as senior investment manager at Shanghai Maosi Enterprise Management Consulting Co., Ltd., where she led the formation
of special purpose acquisition companies (“SPACs”), identified and evaluated acquisition targets, and coordinated
the M&A process. Ms. Ding has served as financial consultant for multiple SPACs, including Venus Acquisition Corporation (Nasdaq:
VENA) from February 2021 to April 2022, Golden Path Acquisition Corporation (Nasdaq: GPCO) from June 2021 to February 2022, Longevity
Acquisition Corporation (Nasdaq: LOAC) from October 2019 to February 2021, and Greenland Acquisition Corporation (Nasdaq: GLAC) from
December 2018 to October 2019. From April 2017 to December 2018, Ms. Ding served as investment manager of Jupai Investment Group, where
she was responsible for structuring fund products, designing marketing strategies, and fundraising. From October 2015 to April 2017,
Ms. Ding served as auditor at Deloitte Touche Tohmatsu CPA LLP in the Shanghai office. Ms. Ding received a bachelor’s degree in
accounting from Michigan State University in 2015 and a master’s degree in business administration from Fudan University in 2024.
On
February 25, 2026, the Company entered into an indemnification agreement with Ms. Ding. A copy of the indemnification agreement is filed
herewith as Exhibit 10.1 and is incorporated herein by reference.
On
February 25, 2026, the Company, MilunaC Technology Limited (the “Sponsor”) and Ms. Ding entered into a joinder (the
“Joinder”) to the letter agreement, dated October 22, 2025, by and among the Company, its executive officers, its
directors and the Sponsor. A copy of the Joinder is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
In
connection with her appointment as a director of the Company, Ms. Ding will receive 10,000 ordinary shares of the Company from the Sponsor.
Other
than as disclosed above, there are no arrangements or understandings between Ms. Ding and any other persons pursuant to which Ms. Ding
was selected as a director of the Company. There are no family relationships between Ms. Ding and any director or executive officer of
the Company, and Ms. Ding does not have any direct or indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Item
9.01 Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Indemnification Agreement dated February 25, 2026 by and between Yajuan Ding and the Company |
| 10.2 |
|
Joinder dated February 25, 2026, by and among Yajuan Ding, the Company, and the Sponsor to Letter Agreement, dated October 22, 2025, by and among the Company, its executive officers, its directors and the Sponsor |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
February 27, 2026 |
|
| |
|
| MILUNA
ACQUISITION CORP |
|
| |
|
| By: |
/s/
Hao Yuan |
|
| Name:
|
Hao
Yuan |
|
| Title: |
Chief
Executive Officer |
|