MMTX merger with CADV Ventures S.A.
CADV Ventures S.A.
Announced 27 April 2026.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Following the Closing and in addition to the Transaction Consideration Shares issuable pursuant to Section 1.6(a) , the former holder of Parent Ordinary Shares as of immediately prior to the Effective Time (the “ Earn-Out Recipients ”) shall be entitled to receive, in the aggregate, up to an additional 5,000,000 PubCo Class A Ordinary Shares (the “ Earn-Out Shares ”), if, for the fiscal year ending December 31, 2027, the Surviving Company reports its consolidated revenue of no less than $7,000,000 as indicated in its audited consolidated financial statements for such fiscal year, then Purchaser shall issue, or cause to be issued, to the Earn-Out Recipients the Earn-Out Shares, in the aggregate, pro rata in accordance with each such Earn-Out Recipient’s relative share of the Transaction Consideration Shares received pursuant to Section 1.6(amore ▾less ▴
during the period commencing on the Closing Date and ending at 11:59 p.m. Eastern time on the date that is the earliest of (x) six (6) months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property (the “ Lock-Up Periodmore ▾less ▴
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: CADV Ventures S.A.
The business actually being bought — described from SEC primary filings, with projections labelled as projections.
CADV Ventures S.A. CADV.AI is an AI software company founded in 2017 and headquartered in Warsaw, Poland, focused on improving digital customer engagement for large organizations. CADV.AI’s mission is to deliver mission-critical solutions with uncompromising quality and reliability, enabling its customers to succeed in the most demanding environments. CADV.AI provides advanced technical support for organizations using extensive IT systems and delivers technical support services using an AI-assisted support model in which the CADV.AI platform analyzes incidents and automates operational tasks while expert engineers supervise the process and resolve complex cases. As a result, its clients benefit from a modern technical support model that combines the expertise of IT professionals with the capabilities of artificial intelligence. CADV.AI offers an IT protection service package that includes technical support for IT systems. This solution provides organizations with guaranteed access to a team of IT specialists in situations requiring a response to technical incidents or operational issues.
Founded 2017.
CADV Ventures S.A. — every SPAC that has bid for it, and its listed peers
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Following the Closing and in addition to the Transaction Consideration Shares issuable pursuant to Section 1.6(a) , the former holder of Parent Ordinary Shares as of immediately prior to the Effective Time (the “ Earn-Out Recipients ”) shall be entitled to receive, in the aggregate, up to an additional 5,000,000 PubCo Class A Ordinary Shares (the “ Earn-Out Shares ”), if, for the fiscal year ending December 31, 2027, the Surviving Company reports its consolidated revenue of no less than $7,000,000 as indicated in its audited consolidated financial statements for such fiscal year, then Purchaser shall issue, or cause to be issued, to the Earn-Out Recipients the Earn-Out Shares, in the aggregate, pro rata in accordance with each such Earn-Out Recipient’s relative share of the Transaction Consideration Shares received pursuant to Section 1.6(a
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.