{"url_path":"/sec/mmtxw/8-k/2026-04-27/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/2077033/0001493152-26-019055-index.html","accession_number":"0001493152-26-019055","cik":"0002077033","ticker":"MMTX","issuer_name":"Miluna Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2077033/0001493152-26-019055-index.html","primary_entity_key":"0002077033","primary_entity_name":"Miluna Acquisition Corp"},"word_count":3534,"has_tables":true,"body_markdown":"**Item\n1.01.**\n**Entry\ninto a Material Definitive Agreement**\n\n \n\n**Business\nCombination Agreement**\n\n \n\n**General\nTerms and Effects; Closing**\n\n** **\n\nOn\nApril 23, 2026, Miluna Acquisition Corp, a Cayman Islands exempted company (“Miluna” or “Purchaser”),\nentered into a definitive Business Combination Agreement (the “Business Combination\nAgreement”) with Kukugan Invest, a Cayman Islands exempted company (“Parent”), and CADV Ventures S.A., a\nPoland company and a wholly-owned Subsidiary of Parent (the “Company”). Miluna, Parent, and the Company are sometimes\nreferred to herein individually as a “Party” and, collectively, as the “Parties”).\nThe transactions contemplated in the Business Combination Agreement are in connection with Miluna’s initial business combination\nand are hereinafter referred to as the “Business Combination.”\n\n \n\nIn\nconnection with the Business Combination, Parent will\nmerge with and into Purchaser, with Purchaser continuing as the Surviving Company, as a result of which the Company shall become a wholly-owned\nSubsidiary of Purchaser (the “Merger” and, collectively with the other transactions contemplated by the Business Combination\nAgreement and the ancillary documents, the “Transactions”), in each case, upon the terms and subject to the conditions\nset forth in the Business Combination Agreement. Purchaser, as the Surviving Company in the Merger, is sometimes referred to as the “Surviving\nCompany” (provided, that references to Purchaser for periods after the Effective Time shall include the Surviving Company).\n\n \n\nThe\nBusiness Combination Agreement and the Transactions were unanimously approved by the board of directors of Purchaser based upon the unanimous\nrecommendation of a special committee of independent directors (the “Special Committee”). The Transactions were also\nunanimously approved by the boards of directors of each of the Company and Parent, and by the sole shareholder of each of the Company\nand Parent. The Business Combination is expected to close in the second half of 2026, following the receipt of the required approval\nby Miluna’s shareholders and the fulfillment of each Party’s closing conditions (the “Closing”) for\nthe Transactions.\n\n \n\n**Transaction\nConsideration**\n\n** **\n\nIn\naccordance with the terms and subject to the conditions of the Business Combination Agreement, upon\nthe Closing, as consideration for the Business Combination, and in the amount of $250,000,000 (the “Aggregate Transaction Consideration\nValue”), Purchaser shall issue to Parent a number of newly-issued class A ordinary shares (the “PubCo Class A Ordinary\nShares”) equal to the quotient of (i) that number of PubCo Class A Ordinary Shares determined by dividing (x) the Aggregate\nTransaction Consideration Value by (y) $10.00 (the quotient obtained from dividing (x) by (y), “Transaction Consideration Shares”).\n\n \n\n**PubCo Class B Shares**\n\n** **\n\nPurchaser will issue Class B ordinary shares,\npar value $0.0001 per share (the “PubCo Class B Ordinary Shares”), for nominal consideration to the designated individual\nas set forth in the Company Disclosure Schedules. For the avoidance of doubt, the PubCo Class B Ordinary Shares are issued in addition\nto, and do not form part of, the Aggregate Transaction Consideration Value of $250,000,000. PubCo Class B Ordinary Shares will have the\nfollowing rights, preferences, and privileges: (i) each PubCo Class B Ordinary Share entitles the holder to fifteen (15) votes per share\non all matters submitted to a vote of shareholders; (ii) the PubCo Class B Ordinary Shares are not convertible into PubCo Class A Ordinary\nShares or any other securities; (iii) upon any liquidation, dissolution, winding up, or redemption of the Surviving Company, each PubCo\nClass B Ordinary Share shall be entitled to receive an amount equal to its par value only, with no further participation in remaining\nassets; (iv) PubCo Class B Ordinary Shares may only be beneficially and exclusively owned by the designated individual and are non-transferable,\nsubject to limited exceptions for affiliates and entities established for the direct or indirect benefit of the designated individual;\nand (v) PubCo Class B Ordinary Shares shall carry no economic participation rights, including no entitlement to dividends or distributions,\nand may only be redeemed at par value.\n\n \n\n \n\n \n\n \n\n**Earn-Out**\n\n \n\nFollowing the Closing, and in addition to the\nTransaction Consideration Shares issuable under the Business Combination Agreement, the former holders of Parent Ordinary Shares (the\n“Earn-Out Recipients”) as of immediately prior to the Effective Time will be entitled to receive, in the aggregate,\nup to an additional 5,000,000 PubCo Class A Ordinary Shares (the “Earn-Out Shares”). Such issuance is contingent upon\nthe Surviving Company achieving consolidated revenue of at least $7,000,000 for the fiscal year ending December 31, 2027, as reflected\nin its audited consolidated financial statements for that fiscal year. Upon the achievement of this milestone, the Purchaser shall issue\nthe Earn-Out Shares to the Earn-Out Recipients on a pro-rata basis, based on their relative share of the Transaction Consideration Shares\nreceived pursuant to the Business Combination Agreement. The Earn-Out Shares shall be issued within ten (10) Business Days following\nthe filing of the Surviving Company’s annual report with the SEC for the fiscal year ending December 31, 2027.\n\n \n\n**Representations\nand Warranties**\n\n \n\nThe\nBusiness Combination Agreement contains a number of representations and warranties made by Miluna, the Company, and Parent, as of the\ndate of such agreement or other specific dates for the benefit of certain of the parties to the Business Combination Agreement, which\nin certain cases are subject to specified exceptions and materiality, Material Adverse Effect, knowledge and other qualifications contained\nin the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination\nAgreement. “Material Adverse Effect” as used in the Business Combination Agreement means with respect to any specified\nperson or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or\nin the aggregate, a material adverse effect on the business, assets, liabilities, results of operations, prospects or condition (financial\nor otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its\nsubsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the ancillary documents\nthereto, subject to certain customary exceptions.\n\n \n\nIn\nthe Business Combination Agreement, Miluna made certain customary representations and warranties to Parent and the Company, including\namong others, related to the following: corporate matters, including due organization, existence and good standing; authority and binding\neffect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; governmental approvals;\nnon-contravention; capitalization; filings and financial statements with the Securities and Exchange Commission (“SEC”);\nabsence of certain changes; compliance with laws; actions, orders and permits; taxes and returns; employees and employee benefit plans;\nproperties; material contracts; transactions with affiliates; Investment Company Act of 1940, as amended; finders and brokers;\ncertain business practices; insurance; independent investigation; information supplied; and Miluna’s trust account.\n\n \n\nIn\nthe Business Combination Agreement, the Company made certain customary representations and warranties to Miluna, including representations\nand warranties related to the following: corporate matters, including due organization, existence and good standing; authority and binding\neffect relating to execution and delivery of the Business Combination Agreement and other ancillary documents; capitalization; the Company’s\nsubsidiaries; non-contravention; financial statements; absence of certain changes; compliance with laws; the Company’s permits;\nlitigation; material contracts; intellectual property; privacy compliance; taxes and tax returns; finders and brokers; real property;\npersonal property; title to and sufficiency of assets; employee matters; benefit plans; environmental matters; transactions with related\nparties; insurance; top customers and suppliers; certain business practices; finders and brokers; information supplied; and independent\ninvestigation.\n\n \n\nIn\naddition, Parent made certain customary representations and warranties to Miluna, including representations and warranties related to\nthe following: corporate matters, including due organization, existence and good standing; authority and binding effect relating to execution\nand delivery of the Business Combination Agreement and other ancillary documents; ownership; government approvals; non-contravention;\nfinders and brokers; information supplied; and independent investigation.\n\n \n\n \n\n \n\n \n\n**Covenants\nof the Parties**\n\n* *\n\nEach\nparty agreed to the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business\nCombination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business\nCombination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its\nterms (the “Interim Period”), including covenants regarding: the provision of access to their properties, books and\npersonnel; the operation of their respective businesses in the ordinary course of business; Miluna’s public filing obligations\nand the Company’s obligation to deliver financial statements; no solicitation of, or entering into, any alternative competing transactions;\nno insider trading; notifications of certain breaches, consent requirements or other matters; efforts to obtain third party and regulatory\napprovals; further assurances; Registration Statement; public announcements; confidentiality; PubCo A&R Charter; indemnification\nof directors and officers after the Closing and tail insurance; use of trust proceeds after the Closing; transaction financing; issuance\nof equity awards by Purchaser on terms and conditions determined by Parent; working capital loans; matters under Section 16 of\nthe Securities Exchange Act of 1934 (the “Exchange Act”); and valuation adjustment.\n\n \n\nThe\nparties also agreed to take all necessary actions to cause the Surviving Company’s board of directors immediately after the Closing\nto consist of those directors mutually agreed between Purchaser and Parent.\n\n \n\nEach party agreed to\nuse commercially reasonable efforts during the Interim Period to complete a private equity investment (“PIPE Investment”)\nand/or secure an Equity Line of Credit (“ELOC”) of up to $50,000,000. If Purchaser seeks either a PIPE Investment or an ELOC,\nParent and the Company will cooperate with each other and their respective representatives, using commercially reasonable efforts to\ncause these transactions to occur. There is no present requirement to pursue either a PIPE Investment or an ELOC.\n\n \n\n**Registration\nStatement and Shareholder Approval**\n\n \n\nMiluna,\nParent and the Company also agreed to prepare and file with the SEC, a registration statement on Form S-4 (as amended, the “Registration\nStatement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”)\nof the securities to be issued under the Business Combination Agreement to the holders of the securities of Parent immediately prior\nto the Effective Time, which Registration Statement will contain a proxy statement for the purpose of soliciting proxies from the shareholders\nof Miluna for the matters relating to the Transactions to be acted on at the extraordinary general meeting of the shareholders of Miluna\nand providing such shareholders with an opportunity to participate in the redemption by Miluna of its public shareholders in connection\nwith Miluna’s initial business combination, as required by its amended and restated memorandum and articles of association. The\nparties made customary covenants regarding the Registration Statement.\n\n \n\n**Survival\nand Indemnification**\n\n \n\nThe\nrepresentations and warranties, covenants, obligations and agreements of Miluna, the Company, and Parent will not survive the Closing\nunless by their terms they apply to or are to be performed in whole or in part after the Closing (which such covenants shall survive\nthe Closing and continue until fully performed in accordance with their terms).\n\n \n\n \n\n \n\n \n\n**Conditions\nto Closing**\n\n \n\nThe\nobligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions\nof the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions as set forth in the Proxy Statement\nby the requisite vote of Miluna’s shareholders; (ii) the approval of the Transactions by the requisite vote of Parent’s shareholders;\n(iii) no law or order preventing or prohibiting the Transactions; (iv) the Registration Statement shall have been declared effective\nby the SEC and shall remain effective as of the Closing; (v) the PubCo Class A Ordinary Shares shall have been approved for listing on\nNasdaq, NYSE American or any other major U.S. national securities exchange, subject only to official notice thereof; (vi) the majority\nof independent directors and the Special Committee of Miluna shall have approved the Business Combination Agreement and the Transactions.\n\n \n\nIn\naddition, the obligations of Parent and the Company to consummate the Transactions are further subject to the satisfaction of the following\nClosing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of Miluna\nbeing true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to specified exceptions);\n(ii) Miluna having performed in all material respects its obligations and complied in all material respects with its covenants and agreements\nunder the Business Combination Agreement required to be performed or complied with by it on or prior to the date of the Closing;\n(iii) absence of any Material Adverse Effect with respect to Miluna since the date of the Business Combination Agreement which is continuing\nand uncured; (iv) all Ancillary Documents (as defined in the Business Combination Agreement) shall have been duly executed by each respective\nparty thereto and shall be in full force and effect in accordance with their terms as of the Closing; and (v) except for continuing officers\nand directors, all officers and directors of Miluna shall have executed written resignations effective as of immediately prior to the\nClosing.\n\n \n\nThe\nobligations of Miluna to consummate the Transactions are further subject to the satisfaction of the following Closing conditions, in\naddition to customary certificates and other closing deliveries: (i) the representations and warranties of the Company and Parent being\ntrue and correct as of the date of the Business Combination Agreement and as of the Closing (subject to specified exceptions); (ii) the\nCompany and Parent having performed in all material respects the respective obligations and complied in all material respects with their\nrespective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior to\nthe date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Company or Parent since the date of the Business\nCombination Agreement which is continuing and uncured; (iv) Miluna shall have received a certificate from the Company by an executive\nofficer of the Company certifying as to the satisfaction of certain closing conditions of the Registration Rights Agreement and Lock-Up\nAgreement; (v) a counterpart to the Ancillary Documents required to be executed by the Parent, Company, and the Key Personnel at or prior\nto the Closing having been executed and delivered to Miluna; and (vi) all of the Indebtedness due and outstanding under the Contracts\nlisted on the Company Disclosure Schedules having been discharged in full.\n\n \n\n**Termination**\n\n \n\nThe\nBusiness Combination Agreement may be terminated at any time prior to the Closing by either Miluna or Parent if the Closing has not been\nsatisfied or waived by the date that is nine (9) months after the date of the Business Combination Agreement (the “Outside Date”).\nA party is not entitled to terminate the Business Combination Agreement if the failure of the Closing to occur by such date was caused\nby or the result of a breach of the Business Combination Agreement by such party.\n\n \n\n \n\n \n\n \n\nThe\nBusiness Combination Agreement may also be terminated under certain other customary and limited circumstances prior to the Closing,\nincluding, among other reasons: (i) by mutual written consent of Miluna and Parent; (ii) by either Miluna or Parent if any of the Closing\nconditions have not been satisfied or waived by the Outside Date, provided that the right to terminate shall not be available to a Party\nif the breach by such Party was the primary cause of the failure of the Closing; (iii) by written notice by either Miluna or Parent if\na governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or\notherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iv) by written notice by\nParent for Miluna’s material uncured breach of the Business Combination Agreement, if the breach would result in the failure of\nthe related Closing condition; (v) by written notice by Miluna for the material uncured breach of the Business Combination Agreement\nby the Company, Parent or any Seller, if the breach would result in the failure of the related Closing condition; (vi) by written notice\nby Miluna if there has been a Material Adverse Effect with respect to the Company which is uncured and continuing; (vii) by either Miluna\nor Parent if the Special Meeting to approve the Business Combination is held and concluded and the requisite approval of Miluna’s\nshareholders is not obtained; (viii) by written notice by Parent to Miluna if Miluna receives a delisting determination by Nasdaq, or\ntrading in Miluna’s securities is suspended for more than one trading day or (ix) by written notice by Parent to Miluna if the\nSpecial Committee has withdrawn, modified or changed its approval or recommendation of the Business Combination Agreement or the Transactions\nin a manner adverse to Miluna.\n\n \n\nIf\nthe Business Combination Agreement is terminated, all obligations of the parties under the Business Combination Agreement (except for\ncertain obligations related to public announcements, confidentiality, fees and expenses, trust account waiver, termination and general\nprovisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto\nexcept for liability for certain fraud claims or for willful breach of the Business Combination Agreement prior to the termination.\n\n \n\n**Trust\nAccount Waiver and Releases**\n\n \n\nParent\nand the Company have agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any\nmonies in Miluna’s trust account held for its public shareholders, and have agreed not to, and waived any right to, make any claim\nagainst the trust account (including any distributions therefrom directly or indirectly to Miluna’s shareholders).\n\n \n\n**Governing\nLaw**\n\n* *\n\nThe\nBusiness Combination Agreement is governed by the Laws of the State of New York. Any state or federal court located in New York, New\nYork will have exclusive jurisdiction.\n\n \n\nThe\nforegoing summary of the Business Combination Agreement is qualified in its entirety by reference to the entire text of the Business\nCombination Agreement, which is attached as Exhibit 2.1 hereto, and the Ancillary Documents, the terms of each of which are incorporated\nherein by reference. The Business Combination Agreement contains representations, warranties and covenants that the respective parties\nthereto made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those\nrepresentations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important\nqualifications and limitations agreed to by the parties in connection with negotiating such agreement. In particular, the assertions\nembodied in the representations and warranties in the Business Combination Agreement were made as of a specified date, are modified or\nqualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the\nBusiness Combination Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material\nto investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties\nin the Business Combination Agreement are not necessarily characterizations of the actual state of facts about Miluna, Parent or\nthe Company at the time they were made or otherwise and should only be read in conjunction with the other information that Miluna makes\npublicly available in reports, statements and other documents filed with the SEC.\n\n \n\n \n\n \n\n \n\n**Sponsor\nSupport Agreement**\n\n \n\nIn\nconnection with the execution of the Business Combination Agreement, Parent, Miluna and MilunaC Technology Limited, a British Virgin\nIslands company (the “Sponsor”) entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”)\nproviding that, among other things, (i) the Sponsor shall vote its Purchaser Ordinary Shares in favor of the adoption and approval of\nthe Business Combination Agreement and the Transactions, and (ii) to grant certain waivers and consents pursuant to Miluna’s\nOrganizational Documents (as defined in the Business Combination Agreement).\n\n \n\nThe\nforegoing description of the Sponsor Support Agreement is\nsubject to and qualified in its entirety by reference to the full text of the form of the Sponsor Support Agreement,\na copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.\n\n \n\n**Parent\nSupport Agreement**\n\n \n\nIn\nconnection with the execution of the Business Combination Agreement, Parent, Purchaser and the shareholders of Parent entered into a\nParent Support Agreement (the “Parent Support Agreement”) providing that, among other things, (i) to support the Transactions,\nand (ii) to grant certain waivers and consents pursuant to Parent’s Organizational Documents (as defined in the Business Combination\nAgreement).\n\n \n\nThe\nforegoing description of the Parent Support Agreement is\nsubject to and qualified in its entirety by reference to the full text of the form of the Parent Support Agreement,\na copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated by reference.\n\n \n\n**Form\nof****Registration Rights Agreement and\nLock-Up Agreement**\n\n \n\nThe\nBusiness Combination Agreement contemplates that, at the Closing, Purchaser, the Sponsor, certain shareholders of Parent and the other\nparties shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”) and a Lock-Up Agreement\n(the “Lock-Up Agreement”). The Registration Rights Agreement and Lock-Up\nAgreement will provide that the Surviving Company will be obligated to file a Registration Statement after Closing to register\nthe resale of certain securities, and will also provide the respective parties with “piggy-back” registration rights, subject\nto certain requirements and customary conditions."}