Miluna Acquisition Corp Announces Definitive Business Combination with AI Software Company CADV.AI, Valuing Target at $300M
Summary
Miluna Acquisition Corp has entered into a definitive business combination agreement with CADV.AI, an AI software company, valuing the target at $300 million and implying a pro forma enterprise value of $408 million.
Key Events
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Definitive Business Combination Agreement Signed
Miluna Acquisition Corp entered into a definitive Business Combination Agreement with Kukugan Invest and CADV Ventures S.A. on April 23, 2026. The transaction was unanimously approved by the boards of directors of all parties, including Miluna's special committee.
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Significant Valuation for Target Company
The transaction values CADV.AI at a pre-money equity value of $300 million, including earnout consideration, and implies a pro forma enterprise value of approximately $408 million for the combined company (Kukugan Corp.), assuming no redemptions.
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Dual-Class Share Structure and Earn-Out
The combined company will issue Class B ordinary shares with 15 votes per share to the designated individual (CADV.AI's CEO) for nominal consideration, in addition to the $250 million in Class A ordinary shares. Former Parent shareholders are eligible for up to 5,000,000 additional Class A shares based on a 2027 revenue milestone.
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Potential for Additional Financing
The parties intend to explore a private equity investment (PIPE) and/or an Equity Line of Credit (ELOC) of up to $50,000,000 to support the combined company's growth initiatives, though there is no present requirement to pursue these.
Analysis
This filing is a critical development for Miluna Acquisition Corp, as it announces the definitive business combination agreement with CADV.AI, an AI software company. This transaction fulfills the SPAC's primary purpose and significantly transforms its business profile. The implied pre-money equity value of $300 million for CADV.AI and a pro forma enterprise value of $408 million are substantial relative to Miluna's current market capitalization, indicating a highly impactful merger. The inclusion of a performance-based earn-out and the exploration of additional financing (PIPE/ELOC) provide capital for future growth, while the dual-class share structure ensures founder control post-merger. Investors should monitor shareholder and regulatory approvals, as well as the progress of the additional financing efforts.
At the time of this filing, MMTX was trading at $10.05 on NASDAQ in the Real Estate & Construction sector, with a market capitalization of approximately $88.7M. The 52-week trading range was $9.88 to $10.05. This filing was assessed with positive market sentiment and an importance score of 9 out of 10.