Miluna Acquisition Corp 8-K

What Happened
Miluna Acquisition Corp (Miluna) announced on April 23, 2026 that it entered into a definitive Business Combination Agreement with Kukugan Invest (Parent) and CADV Ventures S.A. (Company). Under the agreement Parent will merge into Miluna (Miluna will be the surviving company) and CADV will become a wholly owned subsidiary. The Aggregate Transaction Consideration Value is $250,000,000, to be paid in newly issued PubCo Class A ordinary shares (at $10.00 per share, equal to 25,000,000 PubCo Class A shares). The parties expect to close in the second half of 2026, subject to Miluna and Parent shareholder approvals, SEC effectiveness of a Form S-4 registration statement, and exchange listing approval. The transaction and related documents (Sponsor Support Agreement, Parent Support Agreement, registration/lock-up forms) were unanimously approved by the parties’ boards and the Miluna Special Committee.

Key Details

• Agreement signed: April 23, 2026; expected closing: second half of 2026 (subject to conditions).
• Consideration: $250,000,000 in newly issued PubCo Class A shares → 25,000,000 shares at $10.00 per share.
• Earn-out: up to 5,000,000 additional PubCo Class A shares if the Surviving Company achieves consolidated revenue ≥ $7,000,000 for fiscal year ending Dec 31, 2027; earn-out shares issued within 10 business days after filing the 2027 audited annual report.
• PubCo Class B shares: issued for nominal consideration to a designated individual; each carries 15 votes, is non-convertible, non‑transferable (limited exceptions), and has no economic participation (only par value on liquidation).
• Financing/approvals: parties will use commercially reasonable efforts to complete a PIPE and/or an Equity Line of Credit (ELOC) up to $50,000,000 (not required); closing conditions include shareholder votes, SEC S-4 effectiveness, and Nasdaq/other exchange listing approval.
• Outside Date/Termination: either party may terminate if closing not satisfied within nine months (subject to exceptions); customary termination rights and limited post‑termination obligations apply.

Why It Matters
This agreement converts Miluna from a SPAC into an operating public company that will own CADV Ventures, with $250M of equity consideration issued to Parent. For Miluna public investors, the deal means substantial new share issuance (25M shares plus up to 5M earn-out shares), potential dilution, and a concentrated voting stake via the Class B shares (15 votes each) held by a designated individual. Closing still depends on shareholder approvals, SEC and exchange actions and customary closing conditions—so the transaction is not final until those conditions are met. The parties’ planned pursuit of a PIPE/ELOC could bring additional capital up to $50M if obtained. Investors should watch forthcoming proxy materials, the Form S-4, shareholder vote timing, and any PIPE/ELOC announcements for updates.