Key Highlights

  • Miluna Acquisition closed a $69 million IPO in October 2025, selling 6.9 million units of one share and one warrant.
  • The trust account held $70,703,700 at June 30, 2026, a redemption value of $10.25 for each of 6,900,000 public shares.
  • An April 23 agreement sets $250 million in share consideration for CADV Ventures, plus up to 5 million earnout shares.
  • June quarter net income was $93,409, and the 10-Q includes substantial doubt language on going concern.

Miluna Acquisition (NASDAQ:MMTX) shares were trading near their 52-week high at USD 10.23 on October 19, 2026, unchanged at 0.00%. The company is a blank-check vehicle with no operating business. Its filings show a trust account of about $70.7 million, a proposed merger with a Warsaw-based IT support company, and going-concern language. The merger registration statement, first filed on August 27, has been amended twice since.

Trust, deadline and redemption terms

Miluna is a Cayman Islands company based in Taipei, Taiwan, sponsored by MilunaC Technology Limited. Its initial public offering closed on October 24, 2025: 6,000,000 units at $10.00, plus 900,000 units from the over-allotment option, exercised in full, for $69.0 million in all. Each unit holds one ordinary share and one redeemable warrant exercisable at $11.50.

The trust account received $69,000,000, initially $10.00 per share. At June 30, 2026 it held $70,703,700, a redemption value of $10.25 for each of the 6,900,000 public shares. Public holders may redeem for a pro rata share of the trust, while the sponsor, officers and directors waived those rights on their insider and private shares. Miluna has until April 24, 2027 to complete a deal, extendable by up to three one-month periods to July 24, 2027. Each extension calls for a sponsor deposit of $0.033 per public share, or $227,700.

The $250 million CADV Ventures agreement

On April 23, 2026, Miluna signed a business combination agreement with Kukugan Invest, a Cayman Islands company, and its wholly owned Polish subsidiary, CADV Ventures S.A. Kukugan Invest would merge into Miluna, which would survive and be renamed Kukugan Corp. Kukugan Invest shareholders are due Class A shares valued at $250,000,000 at $10.00 each, plus up to 5,000,000 more if consolidated revenue reaches at least $7,000,000 for the year ending December 31, 2027.

Another 10,000,000 Class B shares, carrying 15 votes each and no economic rights beyond par value, would go to KKXX Investment. Assuming no redemptions and excluding the earnout and warrants, the registration statement puts public shareholders at about 19.1% of ordinary shares but 3.7% of voting power, against 69.1% and 94.0% for Kukugan Invest's closing shareholders. The April 27 Form 8-K lists no minimum cash condition.

Going-concern doubt, control and CADV's status

The Form 10-Q for the quarter ended June 30, 2026 says the liquidity condition and mandatory liquidation raise substantial doubt about Miluna's ability to continue as a going concern. Cash was $136,583, down from $692,004 at year-end, and total liabilities were $874,181, including a $690,000 deferred underwriting fee payable only if a business combination closes. Quarterly net income was $93,409, with $620,012 of trust interest income set against $526,603 of operating costs.

The S-4 describes CADV as a Warsaw technology company focused on IT technical support, and says development of its proprietary AI platform is paused due to funding constraints and the platform is not operational. CADV is controlled by Shang Ju Lin, who served as Miluna's chief executive until December 1, 2025. He is expected to hold about 92.32% of voting power, assuming no redemptions. The combined company would qualify as a controlled company under Nasdaq rules, and its auditor is headquartered in Guangzhou, China, which the filing ties to Holding Foreign Companies Accountable Act risk, while noting the PCAOB has vacated its prior determination on mainland China.

Outlook: open items before any vote

Amendment No. 2, filed October 16, leaves the record date, meeting date and per-share redemption amount blank, so that document sets no shareholder vote. The April 27 release expected closing in the second half of 2026, subject to shareholder, regulatory and listing approvals, and the 8-K sets an outside date nine months after signing. The parties also plan reasonable efforts toward a PIPE or equity line of up to $50 million, which is not required. These are stated plans and conditions, and none is assured.