MMTX · Miluna Acquisition Corp Class A Ordinary Share

This business combination represents Miluna’s initial public merger as a special purpose acquisition company, targeting CADV Ventures S.A. — an AI software firm headquartered in Warsaw, Poland, delivering AI-assisted technical support services to large enterprises. The strategic rationale centers on CADV.AI’s differentiated platform that bridges foundational AI development with industry-specific operational execution, particularly in mission-critical IT support environments. The $300 million pre-money valuation reflects confidence in CADV.AI’s growth trajectory, recurring revenue model, and programmatic acquisition strategy — explicitly cited in Exhibit 99.1 as intended to expand service capabilities across its customer base. Structurally, the all-stock deal preserves full ownership continuity for CADV.AI’s shareholders while aligning incentives via a meaningful earn-out: 5 million additional shares tied to a concrete $7 million 2027 revenue milestone, which implies modest but achievable growth from current scale. Governance terms ensure balanced control — a five-member board with three CADV.AI designees and two Miluna sponsor nominees, all subject to Nasdaq independence requirements — signaling commitment to post-merger corporate governance rigor. The conditional PIPE/ELOC financing option ($50 million cap) provides flexibility without dilutive pressure pre-closing, while the explicit waiver of trust account claims by Parent and the Company removes redemption-related uncertainty for Miluna’s public shareholders. Closing remains contingent on several high-bar conditions, most notably Miluna shareholder approval and SEC effectiveness of the Form S-4 — both standard for SPAC deals but carrying execution risk given market sensitivity to AI-sector valuations and regulatory scrutiny of SPAC disclosures. Upon completion, the combined entity will operate as Kukugan Corp., retaining CADV.AI’s management team and leveraging Miluna’s Nasdaq listing infrastructure to access public capital markets for accelerated product development and strategic M&A.