CADV Ventures S.A. and Miluna Acquisition Corp Announce Business Combination to Form Kukugan Corp
CADV Ventures S.A. and Miluna Acquisition Corp Announce Business Combination to Form Kukugan Corp
Key Highlights of the Transaction
- Definitive Agreement Signed: CADV Ventures S.A. (“CADV.AI”), an AI software firm headquartered in Warsaw, Poland, has entered into a definitive business combination agreement with Miluna Acquisition Corp (NASDAQ: MMTX), a special purpose acquisition company (SPAC).
- Formation of Kukugan Corp: Upon completion, the merged entity will operate as Kukugan Corp, a Cayman Islands exempted company, with ordinary shares and warrants expected to be listed on a national securities exchange.
- Valuation: The transaction is based on a pre-money equity value for CADV.AI of \$300 million (at \$10.00 per share), including an earnout consideration. The implied pro forma enterprise value of the combined company is estimated at approximately \$408 million, assuming no redemptions by Miluna’s public shareholders.
- Management Continuity: CADV.AI’s existing management team will continue to lead the combined company, with Shang Ju Lin remaining as CEO.
- Shareholder Roll-Over: Existing shareholders of CADV.AI will roll 100% of their equity into the new entity.
- Earnout Incentive: CADV.AI shareholders will be eligible to receive up to 5 million additional ordinary shares if certain revenue milestones specified in the business combination agreement are achieved.
- Governance: The post-merger Board will include current CADV.AI directors, two Miluna sponsor designees, and independent directors with relevant industry experience.
- Financing Plans: Parties intend to pursue additional financing opportunities, including PIPE (Private Investment in Public Equity) and/or an Equity Line of Credit (ELOC), to support growth initiatives.
- Expected Timeline: The merger is anticipated to close in the second half of 2026, subject to shareholder and regulatory approvals, exchange listing approvals, and other customary conditions. Upon closing, the company will be renamed Kukugan Corp.
Strategic Rationale and Business Model
CADV.AI specializes in AI-driven technical support for organizations with complex IT systems. Its platform leverages artificial intelligence to analyze incidents and automate operational tasks, with expert engineers overseeing and resolving more complex cases. This hybrid approach offers clients a modern technical support model that combines human expertise with AI capabilities.
CADV.AI’s suite includes IT protection service packages, guaranteeing access to IT specialists for technical incidents and operational issues. The company also intends to continue its acquisition strategy, expanding its specialized capabilities and service offerings to both existing and potential customers. However, there is no assurance that its growth strategies will be completed as planned.
Shang Ju Lin, CEO of CADV.AI, commented:
“This proposed business combination is expected to provide growth capital and is a strong validation of the business we have built. The anticipated proceeds will allow us to accelerate growth, further product development, and pursue strategic acquisitions. As a public company, CADV.AI will be even better positioned to drive innovation and growth in our sector.”
Hao Yuan, CEO of Miluna, said:
“CADV.AI functions as a bridge between foundational development of AI and practical, industry-specific applications. We believe CADV.AI is poised for sustained expansion and value creation, and we are excited to partner with them to bring this business to the public markets.”
Important Shareholder Information
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Shareholder Approval Required: The business combination will be submitted to Miluna shareholders for approval. Shareholders should expect to receive a proxy statement/prospectus for voting and informational purposes.
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Regulatory Filings: The business combination agreement and related SEC filings, including registration statements and proxy materials, will be available to investors. These documents will contain important information about the transaction, including risk factors, financial projections, and governance details.
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Potential Price Sensitivity: The deal’s valuation, earnout structure, and potential dilution from additional financing (PIPE/ELOC/warrants) could impact share values. Additionally, the success or failure of the merger, achievement of revenue milestones, the amount of redemption requests by Miluna’s public shareholders, and the ability to secure financing on favorable terms all represent price-sensitive factors.
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Risks and Uncertainties: The press release outlines numerous risks including market, financial, political, and legal conditions; closing conditions and regulatory approvals; potential legal proceedings; integration risks; AI-related regulatory and cybersecurity concerns; and uncertainties related to forward-looking statements and projections.
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Timetable: The closing is targeted for the second half of 2026, subject to approvals. The outcome of shareholder votes and regulatory reviews will be critical for the transaction’s completion.
Advisors Involved
- Hunter Taubman Fischer & Li LLC – Legal counsel to Miluna (New York)
- Harney Westwood & Riegels – Cayman Islands legal counsel to Miluna
- ARC Group Limited – Exclusive financial advisor to CADV.AI
- Rimon P.C. – U.S. legal counsel to CADV.AI
- Stuarts Humphries – Cayman Islands legal counsel to CADV.AI
About the Companies
CADV Ventures S.A.
Founded in 2017 and headquartered in Warsaw, Poland, CADV.AI delivers mission-critical AI solutions focused on improving digital customer engagement for large organizations. CADV.AI combines IT professional expertise with AI to provide advanced technical support and IT protection services.
Miluna Acquisition Corp
Miluna is a SPAC formed in 2025, with an IPO raising \$69 million. Its purpose is to effect a merger or similar business combination with one or more businesses. Its units, ordinary shares, and warrants are listed on Nasdaq under the symbols MMTXU, MMTX, and MMTXW.
Investor Actions and Next Steps
- Investors and security holders are strongly encouraged to read all SEC filings related to the transaction, including the proxy statement/prospectus, when available.
- Documents will be accessible via www.sec.gov or by request to Miluna Acquisition Corp, Cheng Gong Road, Sec 4, Neihu, Taipei, Taiwan, 114049.
- Shareholders should monitor communications from Miluna regarding record dates and voting instructions.
Contact Information
Disclaimer
This article is for informational purposes only and does not constitute an offer to buy or sell securities or a solicitation of a proxy, consent, or authorization. All forward-looking statements are subject to risks and uncertainties, and actual outcomes may differ materially from those expressed. Investors should review all official documents and consult with their financial advisors before making any investment decisions. Neither CADV.AI nor Miluna undertakes any obligation to update or revise forward-looking statements, except as required by law.
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