Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our units began to trade on
Nasdaq, under the symbol “KVACU” on July 25, 2023. On September 14, 2023, the Company announced that holders of its units
may elect to separately trade the ordinary shares and warrants included in its units, commencing on or about September 15, 2023. The ordinary
shares and warrants started trading on the Nasdaq under the symbols “KVAC,” and “KVACW,” respectively. Units not
separated continue to trade on Nasdaq under the symbol “KVACU.” After separation, the ordinary shares and warrants may be
recombined to create units.
Holders of Record
At February 27, 2025, there
were 10,820,727 of our ordinary shares held by 2 shareholders issued and outstanding. The number of record holders was determined from
the records of our transfer agent and does not include beneficial owners of ordinary shares whose shares are held in the names of various
security brokers, dealers, and registered clearing agencies.
Dividends
We have not paid any cash
dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our
initial business combination will be within the discretion of our Board of Directors at such time and we will only pay such dividend out
of our profits or share premium (subject to solvency requirements) as permitted under British Virgin Law. In addition, our Board of Directors
is not currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable future. Further, if we incur
any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
During the past three years,
we sold the following ordinary shares without registration under the Securities Act:
●
In June 2021, we issued 1,000 insider shares to Central Group Limited. In September 2021, an aggregate of 3,736,500 insider shares were issued to our sponsor. The purchase price of the total 3,737,500 insider shares is $25,000. Such securities were issued in connection with the Company’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
●
In addition, our sponsor purchased an aggregate of 678,575 private units from the Company on a private placement basis simultaneously with the consummation of the IPO. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts
or commissions were paid with respect to such sales.
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Use of Proceeds
The Company is a newly incorporated
blank check company incorporated in the British Virgin Islands as a BVI business company for the purpose of effecting a merger, share
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
On July 27, 2023, the Company
consummated the IPO of 14,950,000 Units, which includes the full exercise of the over-allotment option granted to the underwriters. Each
Unit consists of one ordinary share (“Ordinary Share”) and one redeemable warrant (“Warrant”). The Units were
sold at an offering price of $10.00 per Unit, generating gross proceeds of $149,500,000.
Simultaneously with the closing
of the IPO, the Company consummated the Private Placement with KVC Sponsor LLC (the “Sponsor”) of 678,575 units (the “Private
Units”) at a price of $1.00 per Private Unit, generating total proceeds of $6,785,750. The Private Units are identical to the Units
sold in the IPO. The Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited
circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. The
holder of the Private Units was granted certain demand and piggyback registration rights in connection with the purchase of the Private
Units.
On July 27, 2023, a total
of $151,368,750 of the net proceeds from the IPO and the Private Placement were deposited in a Trust Account established for the benefit
of the Company’s public shareholders.
The Private Units were issued
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering. For
a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 – Management’s
Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 6. [RESERVED]
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