Miluna Acquisition Corp enters $250M business combination with CADV Ventures S.A.

Miluna Acquisition Corp

Total consideration of $250M paid in Miluna Class A shares at $10/share; earn-out of up to 5M shares if target revenue reaches $7M in FY2027.
Closing expected H2 2026, subject to SPAC shareholder vote, SEC effectiveness, Nasdaq listing, and regulatory approvals.
Miluna may pursue up to $50M in PIPE or ELOC proceeds; no commitment yet.
Sponsor Support Agreement ensures sponsor votes in favor; Lock-Up and Registration Rights to be executed at closing.
Target is CADV Ventures S.A., a Poland-based company, acquired via reverse merger with SPAC Miluna.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

Miluna Acquisition Corp entered into Business Combination Agreement with Kukugan Invest valued at Aggregate Transaction Consideration Value of $250,000,000; earn-out of up to 5,000,000 PubCo Class A (effective 2026-04-23).

Action: entry
Agreement: merger
Counterparty: Kukugan Invest
Value: Aggregate Transaction Consideration Value of $250,000,000; earn-out of up to 5,000,000 PubCo Class A
Effective: 2026-04-23

Exact text from the filing

On April 23, 2026, Miluna Acquisition Corp, a Cayman Islands exempted company (“ Miluna ” or “ Purchaser ”), entered into a definitive Business Combination Agreement (the “ Business Combination Agreement ”) with Kukugan Invest, a Cayman Islands exempted company (“ Parent ”), and CADV Ventures S.A., a Poland company and a wholly-owned Subsidiary of Parent (the “ Company ”).

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Miluna Acquisition Corp filing history →

Source: SEC EDGAR

accession 0001493152-26-019055

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