Miluna Acquisition Corp Sample Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 28th, 2025 • Miluna Acquisition Corp • Blank checks
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of October 2025, between Miluna Acquisition Corp, a company incorporated as an exempted company under the laws of the Cayman Islands (the “Company”), and Ya Ting Lee (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2025 • Miluna Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2025, is made and entered into by and among Miluna Acquisition Corp, a Cayman Islands exempted company (the “Company”), MilunaC Technology Limited, a British Virgin Islands company limited by shares, (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2025 • Miluna Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 22, 2025, is made and entered into by and among Miluna Acquisition Corp, a Cayman Islands exempted company (the “Company”), MilunaC Technology Limited, a British Virgin Islands company limited by shares, (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between MILUNA ACQUISITION CORP and and ARC Group Securities LLC, as Representatives of the Several Underwriters UNDERWRITING AGREEMENT between MILUNA ACQUISITION CORP, and and ARC Group Securities LLC, as Representatives of the...Underwriting Agreement • October 28th, 2025 • Miluna Acquisition Corp • Blank checks • New York
The undersigned, MILUNA ACQUISITION CORP, a Cayman Islands exempt company (the “Company”), hereby confirms its agreement (this “Agreement”) with D. Boral Capital LLC and ARC Group Securities LLC (hereinafter referred to as “you” (including its correlatives) or the “Representatives”), and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • July 25th, 2025 • Miluna Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2025, is by and between Miluna Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Lucky Lucko, Inc. d/b/a Efficiency as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENT between MILUNA ACQUISITION CORP and as Representative of the Several Underwriters UNDERWRITING AGREEMENT between MILUNA ACQUISITION CORP and as Representative of the Several UnderwritersUnderwriting Agreement • September 2nd, 2025 • Miluna Acquisition Corp • Blank checks • New York
The undersigned, MILUNA ACQUISITION CORP, a Cayman Islands exempt company (the “Company”), hereby confirms its agreement (this “Agreement”) with D. Boral Capital LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 5th, 2025 • Miluna Acquisition Corp • Blank checks
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the 5th day of December 2025, between Miluna Acquisition Corp, a company incorporated as an exempted company under the laws of the Cayman Islands (the “Company”), and Hao Yuan (“Indemnitee”).
JOINDER TO LETTER AGREEMENTJoinder to Letter Agreement • February 27th, 2026 • Miluna Acquisition Corp • Blank checks
THIS JOINDER TO LETTER AGREEMENT (this “Joinder”) is made and entered into as of February 25, 2026 by the undersigned parties hereto. Reference is hereby made to that certain Letter Agreement, dated as of October 22, 2025 (as it may be amended from time to time, the “Agreement”), by and among Miluna Acquisition Corp (the “Company”), MilunaC Technology Limited (the “Sponsor”) and the officers and directors of the Company. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 27th, 2026 • Miluna Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between (i) Kukugan Corp., a Cayman Islands exempted company (formerly known as Miluna Acquisition Corp, hereinafter referred to as “Purchaser” prior to the Closing and “PubCo” following the Closing), and (ii) the undersigned (each of such undersigned, a “Holder” and collectively, the “Holders”). Purchaser (or PubCo) and the Holders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 28th, 2025 • Miluna Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 22, 2025, by and between Miluna Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Lucky Lucko, Inc. d/b/a Efficiency (the “Trustee”).
Miluna Acquisition Corp 12F, No. 43, Cheng Kong Road, Sec. 4, Neihu Taipei, TaiwanLetter Agreement • October 28th, 2025 • Miluna Acquisition Corp • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Miluna Acquisition Corp, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC and ARC Group Securities LLC as the representatives (the “Representatives”) of the several underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 (“Ordinary Share”), and one redeemable warrant (a “Warrant”).
WARRANT AGREEMENTWarrant Agreement • September 2nd, 2025 • Miluna Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2025, is by and between Miluna Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Lucky Lucko, Inc. d/b/a Efficiency as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
Miluna Acquisition Corp 12F, No. 43, Sec. 4, Cheng Kong Road Taipei, TaiwanAdministrative Support Agreement • July 25th, 2025 • Miluna Acquisition Corp • Blank checks
This letter agreement by and between Miluna Acquisition Corp (the “Company”) and MilunaC Technology Limited (“Sponsor”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 27th, 2026 • Miluna Acquisition Corp • Blank checks
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the 25th day of February 2026, between Miluna Acquisition Corp, a company incorporated as an exempted company under the laws of the Cayman Islands (the “Company”), and Yajuan Ding (“Indemnitee”).
Miluna Acquisition Corp 12F, No. 43, Cheng Kong Road, Sec. 4, Neihu Taipei, TaiwanUnderwriting Agreement • September 2nd, 2025 • Miluna Acquisition Corp • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Miluna Acquisition Corp, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC as the representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 (“Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”).
BUSINESS COMBINATION AGREEMENT by and among MILUNA ACQUISITION CORP, as Purchaser, KUKUGAN INVEST, as Parent and CADV VENTURES S.A., as the Company Dated as of April 23, 2026Business Combination Agreement • April 27th, 2026 • Miluna Acquisition Corp • Blank checks • New York
PARENT SUPPORT AGREEMENTParent Support Agreement • April 27th, 2026 • Miluna Acquisition Corp • Blank checks
This PARENT SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 23, 2026, by and among Kukugan Invest, a Cayman Islands exempted company (“Parent”), Miluna Acquisition Corp, a Cayman Islands exempted company (“Purchaser”), and the sole shareholder of Parent listed on Schedule A hereto (the “Parent Shareholder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
Private Unit Purchase AgreementPrivate Unit Purchase Agreement • September 2nd, 2025 • Miluna Acquisition Corp • Blank checks
Miluna Acquisition Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (the “Registration Statement”). The undersigned hereby commits that it will purchase 194,100 units of the Company (“Private Units”) for a purchase price of $1,941,000 (the “Private Unit Purchase Price”), each Private Unit consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one-half of one redeemable warrant (the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to certain adjustment. Only whole Warrants are exercisable. No fractional Warrants will be issued upon separation of the units and
Private Unit Purchase AgreementPrivate Unit Purchase Agreement • October 28th, 2025 • Miluna Acquisition Corp • Blank checks
Miluna Acquisition Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (the “Registration Statement”). The undersigned hereby commits that it will purchase 194,100 units of the Company (“Private Units”) for a purchase price of $1,941,000 (the “Private Unit Purchase Price”), each Private Unit consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one redeemable warrant (the “Warrants”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to certain adjustment. Only whole Warrants are exercisable. No fractional Warrants will be issued upon separation of the units and only whole Warrant
Miluna Acquisition Corp 12F, No. 43, Sec. 4, Cheng Kong Road Taipei, Taiwan June 30, 2025Subscription Agreement • July 25th, 2025 • Miluna Acquisition Corp • Blank checks • New York
This agreement (this “Agreement”) is entered into on June 30, 2025 by and between MilunaC Technology Limited , a British Virgin Islands company (the “Subscriber” or “you”), and Miluna Acquisition Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,725,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 225,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2026 • Miluna Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among (i) MilunaC Technology Limited, a British Virgin Islands company (the “Sponsor”), (ii) directors of Purchaser (as defined below) (the “SPAC Directors”), (iii) a certain holder of securities of Purchaser (the “Founder Holder”), (iv) the sole shareholder of Kukugan Invest, a Cayman Islands exempted company (“Parent”) identified on the signature pages hereto (the “Parent Shareholder”), and (v) such Parent Shareholder together with Sponsor, the SPAC Directors, the Founder Holder, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”), and, for the limited purpose set forth in Section 5.4 of this Agreement, Kukugan Corp., a Cayman Islands exempted company (formerly known as Miluna Acquisition Corporation, hereinafter referred to as “Purchaser” prior to the Clo
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 2nd, 2025 • Miluna Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __, 2025 by and between Miluna Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Lucky Lucko, Inc. d/b/a Efficiency (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 2nd, 2025 • Miluna Acquisition Corp • Blank checks
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the ___ day of _____ 2025, between Miluna Acquisition Corp, a company incorporated as an exempted company under the laws of the Cayman Islands (the “Company”), and ________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • October 28th, 2025 • Miluna Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 22, 2025, is by and between Miluna Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Lucky Lucko, Inc. d/b/a Efficiency as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 27th, 2026 • Miluna Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 23, 2026, by and among MilunaC Technology Limited, a British Virgin Islands company (“Sponsor”), Miluna Acquisition Corp, a Cayman Islands exempted company (“Purchaser”), and Kukugan Invest, a Cayman Islands exempted company (“Parent”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).