CADV Ventures S.A. announced a definitive business combination agreement with Miluna Acquisition Corp that will take the company public, forming a new entity named Kukugan Corp.
The transaction values CADV.AI at a pre-money equity value of $300 million, with an implied pro forma enterprise value of approximately $408 million, assuming no shareholder redemptions. The deal will be executed as an all-stock transaction, with existing CADV shareholders rolling over 100% of their equity into the combined company.
Following the closing, Kukugan Corp. is expected to be listed on a national securities exchange, with CADV’s existing management team continuing to lead the business. Shang Ju Lin will remain Chief Executive Officer.
CADV.AI provides AI-assisted technical support solutions for organizations managing complex IT systems. Its platform automates incident analysis and operational workflows while integrating human expertise to handle more complex issues, enabling a hybrid model that combines automation with specialist oversight. The company also offers IT protection services that provide enterprises with on-demand access to technical experts for mission-critical operations.
The company plans to use proceeds from the transaction to accelerate growth, invest in product development, and pursue strategic acquisitions as part of a broader expansion strategy aimed at enhancing its platform capabilities and service offerings.
The agreement includes potential earnout consideration of up to 5 million additional shares tied to revenue milestones. The parties are also exploring additional financing options, including a potential private investment in public equity or equity line of credit, to support future growth initiatives.
The transaction is expected to close in the second half of 2026, subject to shareholder approval, regulatory clearances, and standard closing conditions.
Advisors to the transaction include Hunter Taubman Fischer & Li LLC and Harney Westwood & Riegels as legal counsel to Miluna, ARC Group Limited as exclusive financial advisor to CADV.AI, and Rimon P.C. and Stuarts Humphries as legal advisors to CADV.AI.
KEY QUOTES:
“Today marks a pivotal milestone for CADV.AI. This proposed business combination with Miluna and our transition to a public company is expected to provide growth capital and is a strong validation of the business we have built. Over the past few years, we have assembled a world-class platform to address the most demanding needs of our customers. Our team’s relentless focus on innovation, quality, and execution has strategically positioned CADV.AI to help companies maintain the stability of their IT systems by providing access to a team of technology specialists and utilizing AI-based tools. We expect that the anticipated proceeds from and in connection with this transaction, if consummated, will allow us to accelerate growth, further product development, and pursue strategic acquisitions. Most importantly, it ensures we can continue to deliver exceptional value and performance to our customers and stakeholders. I am confident that as a public company, CADV.AI will be even better positioned to drive innovation and growth in our sector.”
Shang Ju Lin, Chief Executive Officer, CADV.AI
“Our goal at Miluna was to identify a high-quality, visionary company with strong fundamentals and an excellent management team, and we have found that in CADV.AI. Shang Ju and his team have built an impressive platform that meets the demands of their customers and the industry. CADV.AI’s strategic positioning, functioning as a bridge between the foundational development of artificial intelligence and its practical, industry-specific applications, truly sets it apart. We believe CADV.AI is poised for sustained expansion and value creation, and we are excited to partner with the company to bring this business to the public markets. We look forward to working closely with the CADV.AI team to support their strategic vision.”
Hao Yuan, Chief Executive Officer, Miluna Acquisition Corp
