Business Context and Reporting Period
Company: Miluna Acquisition Corp (Miluna), a Cayman Islands exempted company and emerging growth company.
Reporting Date: April 23, 2026 (Date of earliest event reported).
Event: Entry into a definitive Business Combination Agreement with Kukugan Invest ("Parent") and its wholly-owned subsidiary, CADV Ventures S.A. ("the Company").
Transaction Overview: Parent will merge with and into Miluna, with Miluna continuing as the Surviving Company. The Company will become a wholly-owned subsidiary of Miluna. The transaction is expected to close in the second half of 2026, subject to shareholder approval and other closing conditions.
Key Financial Metrics and Transaction Terms
Transaction Consideration: $250,000,000 (Aggregate Transaction Consideration Value).
- Equity Issuance: Miluna will issue newly-issued Class A ordinary shares to Parent based on a fixed price of $10.00 per share.
- Class B Shares: Miluna will issue Class B ordinary shares to a designated individual for nominal consideration. These shares carry 15 votes per share but have no economic participation rights (no dividends, no liquidation preference beyond par value) and are non-transferable.
Earn-Out Provision: Up to 5,000,000 additional Class A ordinary shares may be issued to former Parent shareholders if the Surviving Company achieves consolidated revenue of at least $7,000,000 for the fiscal year ending December 31, 2027.
Financing Efforts: The parties agreed to use commercially reasonable efforts to secure a Private Equity Investment (PIPE) and/or an Equity Line of Credit (ELOC) of up to $50,000,000. There is no present requirement to pursue these.
Financial Statements: The filing does not provide specific revenue, profit, cash flow, or debt figures for Miluna or the Company. It references the filing of a Form S-4 which will contain detailed financial information.
Material Changes and Conditions
Material Change: The primary material change is the execution of the Business Combination Agreement, marking Miluna's initial business combination.
Closing Conditions: The transaction is subject to several conditions, including:
- Approval by Miluna's shareholders and Parent's shareholders.
- Effectiveness of the SEC Registration Statement (Form S-4).
- Listing approval of PubCo Class A Ordinary Shares on a major U.S. national securities exchange.
- Absence of a Material Adverse Effect on either party.
- Discharge of all indebtedness due and outstanding under contracts listed in the Company Disclosure Schedules.
Termination Rights: The agreement may be terminated if the Closing is not satisfied by the "Outside Date" (nine months after the agreement date) or under specific circumstances such as regulatory prohibition, material uncured breach, or failure to obtain shareholder approval.
Guidance, Outlook, and Risks
Outlook: Management anticipates closing in the second half of 2026. The filing contains forward-looking statements regarding the potential benefits of the combination, market opportunity, and the ability to secure financing, which are not guarantees of future performance.
Risks and Contingencies:
- Regulatory and Approval Risks: Failure to obtain necessary regulatory approvals or shareholder votes.
- Financing Risks: Inability to secure PIPE or ELOC financing on acceptable terms or at all.
- Operational Risks: Risks related to AI-enabled services, cybersecurity, data privacy, and integration of the acquired business.
- Dilution: Potential dilution from the earn-out, warrants, or additional financing.
- Redemptions: The amount of redemption requests by Miluna's public shareholders could impact the transaction's capital structure.
Trust Account Waiver: Parent and the Company have waived any right to claim monies in Miluna's trust account held for public shareholders.
Important Facts for Investor Verification
- Valuation: Verify the implied valuation of the target company based on the $250,000,000 consideration and the $10.00 per share issuance price.
- Shareholder Approval: Confirm the outcome of the Miluna shareholder vote required to approve the Business Combination.
- Financing Status: Monitor the status of the potential $50,000,000 PIPE or ELOC financing, as the filing states there is no current requirement to secure it.
- Earn-Out Milestone: Track the Company's ability to achieve the $7,000,000 revenue target for the fiscal year ending December 31, 2027, to determine if the 5,000,000 earn-out shares will be issued.
- Form S-4 Filing: Review the upcoming Form S-4 Registration Statement for detailed financial data, risk factors, and the definitive proxy statement/prospectus.
- Debt Discharge: Verify that all indebtedness listed in the Company Disclosure Schedules is discharged prior to closing, as this is a specific condition for Miluna.