As filed with the Securities and Exchange Commission on October 27, 2026
Registration No. 333-298601
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
Form
S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Miluna Acquisition Corp*
(Exact name of Registrant as specified in its charter)
Cayman Islands |
6770 |
N/A | ||
| (State
or other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
For Co-Registrants, see “Table of Co-Registrants” on the following page.
12F, No. 43,
Cheng Gong Road, Sec 4, Neihu
Taipei,
Taiwan
Telephone: +886 900-605-199
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ying Li, Esq. Sally Yin, Esq. Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19th Floor New York, NY 10022 Telephone: (212) 530-2206 |
Debbie A. Klis, Esq. Rimôn PC 1050 Connecticut Avenue NW, Suite 500 Washington, DC, 20036 Telephone: (202) 935-3390 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this Registration Statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
| Emerging growth company | ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The Registrant and Co-Registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
* All securities being registered will be issued by Miluna Acquisition Corp, which will be renamed “Kukugan Corp” immediately following the consummation of the Business Combination described herein.
TABLE OF CO-REGISTRANT
| Exact Name of Co-Registrant as Specified in its Charter(1)(2) | State or Other Jurisdiction of Incorporation or Organization | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification Number | |||||
| CADV Ventures S.A. | Poland | 7379 | N/A | |||||
| (1) | The Co-Registrant has the following principal executive office: |
Plac Powstańców Warszawy 2
00-030 Warsaw, Poland
| (2) | The agent for service for the Co-Registrant is: |
Tengtu, Inc.
2807 Jackson Ave, FL 5th,
Long Island City, NY 11101
Telephone: (646) 952-1683
EXPLANATORY NOTE
Miluna Acquisition Corp and CADV Ventures S.A. are filing this Amendment No. 3 to their Registration Statement on Form S-4 (File No. 333-298601) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement and filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
| (a) | Exhibits |
A list of exhibits included as part of this Registration Statement on Form S-4 is set forth in the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.
| (b) | Financial Statements |
See page F-1 for an index of financial statements included in this Registration Statement on Form S-4.
| II-1 |
EXHIBIT INDEX
* Filed herewith.
** Previously filed.
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request.
| II-2 |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on this 27th day of October 2026.
| Miluna Acquisition Corp | ||
| By: | /s/ Hao Yuan | |
| Name: | Hao Yuan | |
| Title: | Chief Executive Officer and Chairman | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hao Yuan as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on October 27, 2026.
| Signature | Title | Date | ||
| /s/ Hao Yuan | Chief Executive Officer and Chairman | October 27, 2026 | ||
| Hao Yuan | (Principal Executive Officer) | |||
| /s/ Daniel Albert Mace | Chief Financial Officer and Director | October 27, 2026 | ||
| Daniel Albert Mace | (Principal Financial and Accounting Officer) | |||
/s/ Luhuan Zhong |
Director | October 27, 2026 | ||
| Luhuan Zhong | ||||
| /s/ Yajuan Ding | Director | October 27, 2026 | ||
| Yajuan Ding | ||||
| /s/ Ya Ting Lee | Director | October 27, 2026 | ||
| Ya Ting Lee |
| II-3 |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of the Registrant in the United States, has signed this registration statement in the United States, on this 27th day of October 2026.
| Puglisi & Associates | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
| II-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Taipei, Taiwan, on this 27th day of October, 2026.
| CADV Ventures S.A. | ||
| By: | /s/ Shang Ju Lin | |
| Name: | Shang Ju Lin | |
| Title: | Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shang Ju Lin as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on this 27th day of October 2026.
| Signature | Title | Date | ||
| /s/ Shang Ju Lin | Chief Executive Officer and Chairman | October 27, 2026 | ||
| Shang Ju Lin | (Principal Executive Officer) | |||
| /s/ Elzbieta Barbarska | Chief Financial Officer | October 27, 2026 | ||
| Elzbieta Barbarska | (Principal Financial and Accounting Officer) |
| II-5 |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of the Registrant in the United States, has signed this registration statement or the amendment thereto in the State of California, on this 27th day of October 2026.
| By: | /s/ Debbie A. Klis | |
| Name: | Debbie A. Klis | |
| Title: | Authorized Representative |
| II-6 |