Miluna SPAC Files S-4 for $250M Merger with CADV.AI, Creating Dual-Class Controlled Company
MMTX is trading near its 52-week low of $9.88 (3.3% above the low) on light trading volume (0.3× avg).
Summary
Miluna Acquisition Corp filed its S-4 for a $250 million merger with CADV.AI, a Polish AI company controlled by Miluna's former CEO. The deal includes a dual-class structure giving the former CEO 92-96% voting control, with public shareholders diluted from 78.2% to 19.1% ownership.
Key Events · M&A and Partnerships · MMTX
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$250M Merger with CADV.AI
Miluna will merge with Kukugan Invest, with CADV Ventures S.A. becoming a wholly-owned subsidiary. Parent Closing Shareholders receive 25,000,000 PubCo Class A shares at a deemed price of $10.00 per share, representing $250 million in aggregate transaction consideration.
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Dual-Class Structure Concentrates Voting Control
Mr. Shang Ju Lin, Miluna's former CEO and former sole director of the Sponsor, will receive 10,000,000 PubCo Class B shares carrying 15 votes each but no economic rights. He is expected to control 92.32% of voting power under the no-redemption scenario and 96.07% under maximum redemptions.
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Public Shareholders Face Significant Dilution
Public shareholders' ownership drops from 78.2% to approximately 19.1% under the no-redemption scenario. Net tangible book value per share falls from $10.00 at IPO to $7.53 in the no-redemption scenario, representing material dilution.
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Material Conflicts of Interest Disclosed
The Business Combination is with a company controlled by Mr. Lin, who served as Miluna's CEO until December 1, 2025 and as sole director and shareholder of the Sponsor until November 12, 2025. A Special Committee of independent directors was formed to evaluate and negotiate the transaction.
Analysis · MMTX · Technology
Miluna Acquisition Corp filed its S-4 registration statement detailing the proposed business combination with CADV Ventures S.A., a Polish AI technology company. The deal values CADV at $250 million, with the Parent Closing Shareholders receiving 25 million PubCo Class A shares. Critically, the transaction includes a dual-class structure where Mr. Shang Ju Lin — the former CEO of Miluna and former sole director of the Sponsor — will receive 10 million Class B shares carrying 15 votes each, giving him approximately 92-96% voting control of the combined company despite holding no economic rights in those shares. Public shareholders will see their ownership diluted from 78.2% to approximately 19.1% under the no-redemption scenario. The deal is subject to shareholder approval at an extraordinary general meeting, with redemption rights available to public shareholders. The filing also discloses CADV's paused AI platform development due to funding constraints, its heavy customer concentration (92.5% of 2025 revenue from two related parties), and the pursuit of a PIPE investment or ELOC of up to $50 million with no current commitments.
How filings like this one have moved
In the 30 days to Aug 27, 2026, 36.8% of the 3372 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was 0.00%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, MMTX was trading at $10.21 on NASDAQ in the Technology sector, with a market capitalization of approximately $89.6M. The 52-week trading range was $9.88 to $10.18. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.