425: Miluna Acquisition Corp to Combine with AI Firm CADV Ventures S.A.

Miluna Acquisition Corp and CADV Ventures S.A. have entered into a definitive business combination agreement, set to create a publicly listed AI software company.

Summary

• Miluna Acquisition Corp (MMTX), a SPAC, has signed a definitive Business Combination Agreement with CADV Ventures S.A. (CADV.AI), an AI software company.
• The combined entity will operate as Kukugan Corp., a Cayman Islands exempted company, and will be listed on a national securities exchange.
• The transaction values CADV.AI at a pre-money equity value of $300 million, with existing CADV.AI shareholders rolling 100% of their equity into the new company.
• CADV.AI provides AI-assisted technical support services for large organizations, analyzing incidents and automating tasks.
• The deal is expected to close in the second half of 2026, subject to shareholder approvals and other customary conditions.
• An earn-out provision allows CADV.AI shareholders to receive up to an additional 5,000,000 ordinary shares upon achieving a $7,000,000 consolidated revenue milestone in fiscal year 2027.
• The combined company will be led by CADV.AI's existing management team, with Shang Ju Lin continuing as CEO.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, indicating progress in Miluna's search for a business combination and validating CADV.AI's business model, though significant risks and uncertainties remain until closing.

Positives

• CADV.AI is an established AI software company founded in 2017 with a focus on improving digital customer engagement for large organizations.
• The business combination is expected to provide growth capital for CADV.AI, validating its business model.
• CADV.AI's platform combines IT professional expertise with AI capabilities for advanced technical support.
• The transaction values CADV.AI at a pre-money equity value of $300 million, with existing shareholders rolling 100% of their equity.
• The combined company is expected to be led by CADV.AI's experienced management team.
• Miluna Acquisition Corp raised $69,000,000 in its initial public offering in October 2025.
• The combined company will aim to list on a national securities exchange, providing liquidity and access to public markets.

Negatives

• The transaction is subject to shareholder approval from Miluna, which may not be obtained.
• The closing is contingent on various conditions, including regulatory approvals and listing requirements, which may not be met.
• There is a risk that planned growth strategies, including accretive acquisitions, may not be completed.
• The earn-out shares are contingent on achieving a specific revenue milestone, which may not be met.
• Potential dilution from the earn-out, warrants, or any additional financing is a concern.

Risks

• The inability of the parties to successfully or timely consummate the business combination, including risks related to regulatory approvals, shareholder approval, or listing requirements.
• Failure to realize the anticipated benefits of the business combination.
• Risks related to legal proceedings that may be instituted against Miluna or the combined company following the announcement.
• Uncertainty of projected financial information for CADV.AI and the combined company.
• The ability to meet stock exchange listing standards following the consummation of the business combination.
• Global economic and political conditions could impact the business.
• The amount of redemption requests made by Miluna's public shareholders could affect the transaction financing.
• Inability to secure PIPE, ELOC, or other financing on acceptable terms.
• Dilution from the earn-out, warrants, or any additional financing.
• CADV.AI's ability to execute its acquisition strategy and integrate acquired businesses.
• Risks related to AI-enabled services, cybersecurity, data privacy, and regulation.

Future Outlook

The combined company, Kukugan Corp., anticipates accelerating growth, further product development, and pursuing strategic acquisitions with the capital raised. Management expects to continue delivering exceptional value and performance to customers and stakeholders, driving innovation and growth in the AI sector.

Management Comments

• "Today marks a pivotal milestone for CADV.AI. This proposed business combination with Miluna and our transition to a public company is expected to provide growth capital and is a strong validation of the business we have built."
• "Over the past few years, we have assembled a world-class platform to address the most demanding needs of our customers. Our teams relentless focus on innovation, quality, and execution has strategically positioned CADV.AI to help companies maintain the stability of their IT systems by providing access to a team of technology specialists and utilizing AI-based tools."
• "We expect that the anticipated proceeds from and in connection with this transaction, if consummated, will allow us to accelerate growth, further product development, and pursue strategic acquisitions. Most importantly, it ensures we can continue to deliver exceptional value and performance to our customers and stakeholders. I am confident that as a public company, CADV.AI will be even better positioned to drive innovation and growth in our sector."
• "Our goal at Miluna was to identify a high-quality, visionary company with strong fundamentals and an excellent management team, and we have found that in CADV.AI."
• "Shang Ju and his team have built an impressive platform that meets the demands of their customers and the industry. CADV.AIs strategic positioning, functioning as a bridge between the foundational development of artificial intelligence and its practical, industry-specific applications, truly sets it apart."
• "We believe CADV.AI is poised for sustained expansion and value creation, and we are excited to partner with the company to bring this business to the public markets. We look forward to working closely with the CADV.AI team to support their strategic vision."

Industry Context

StockSavvy.ai notes that the combination of a SPAC with an AI software company focused on customer engagement and technical support aligns with current market trends favoring technology-driven solutions for enterprise efficiency and customer experience. The focus on AI-assisted models in technical support is a growing area, aiming to balance human expertise with automation for scalability and cost-effectiveness.

Management Changes

Corporate Governance

Related Party Transactions

• MilunaC Technology Limited (the Sponsor) entered into a Sponsor Support Agreement, agreeing to vote its shares in favor of the transaction and grant certain waivers.
• Shareholders of Parent entered into a Parent Support Agreement to support the transaction and grant certain waivers.

Stakeholder Impact

• Shareholders of Miluna: Will vote on the proposed business combination and may have their shares redeemed if they do not approve or choose to exit.
• Shareholders of CADV.AI: Will roll their equity into the combined company and may receive additional earn-out shares based on future performance.
• Employees of CADV.AI: Expected to continue with the combined company, benefiting from potential growth and resources.
• Customers of CADV.AI: Will continue to receive AI-assisted technical support services, with potential for enhanced offerings due to growth capital.

Next Steps

• Miluna shareholders will vote on the approval of the Business Combination Agreement and the Transactions.
• Miluna and CADV.AI will prepare and file a registration statement on Form S-4 with the SEC.
• The definitive proxy statement/prospectus will be mailed to Miluna shareholders.
• The business combination is expected to close in the second half of 2026.
• Upon closing, the combined company will be renamed Kukugan Corp. and its shares and warrants will be listed on a national securities exchange.
• CADV.AI will continue to execute on its acquisition strategy.

Key Dates

Recommendation

The announcement of a definitive business combination agreement is a significant step, but the transaction is still subject to closing conditions, including shareholder approval and regulatory review. The valuation appears reasonable, and CADV.AI's AI focus is promising, but the success of the earn-out and future growth strategies remains uncertain. Investors should await further developments and the successful completion of the merger before making a strong conviction decision.

Keywords

Miluna Acquisition Corp, CADV Ventures S.A., Kukugan Corp, Business Combination, SPAC, AI Software, Technical Support, Digital Customer Engagement, Merger, Public Listing, Nasdaq