What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-14 compared with 2024-11-04 · 55 added, 60 removed, 192 unchanged (37% of the section changed)

25 unchanged sentences

For information identifying important factors that could cause actual results to differ materially from those anticipated

in the forward-looking statements, please refer to the Risk Factors section of the Company’s registration statement on Form S-1

in the forward-looking statements, please refer to the Risk Factors section of the Company’s registration statement on Form 10-K

filed with the U.S.

66 unchanged sentences

of Medera’s issued and outstanding ordinary shares, with each Acquirer Ordinary Share valued at $10.00.

On October 28, 2024, the Company issued an unsecured

On each of October 28, 2024, November 20, 2024,

December 23, 2024, January 22, 2025, February 24, 2025, March 24, 2025 and April 25, 2025, respectively, the Company issued an unsecured

promissory note in the principal amount of $200,000 to the KVC Sponsor LLC in exchange for KVC Sponsor LLC depositing such amount

into the Company’s Trust Account in order to extend the amount of available time to complete a business combination until November

into the Company’s Trust Account in order to extend the amount of available time to complete a business combination until May 27,

The Note does not bear interest and matures upon the closing of a business combination by the Company.

In addition, the Note

may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering

at a price of $10.00 per unit.

In addition, the Note may

be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a

price of $10.00 per unit.

Results of Operations

All activity from inception up to September 30,

All activity from inception up to March 31, 2025

related to our formation and the Initial Public Offering.

Since the Initial Public Offering, our activity has been limited to the

evaluation of Business Combination candidates, and we will not be generating any operating revenues until the closing and completion of

our initial Business Combination.

We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well due diligence expenses in connection with our searches for business combination targets.

For the nine months ended September 30, 2024,

we had a net income of $6,600,651, which comprised of general and administrative expenses and interest income.

The increase in expenses

for the nine months ended September 30, 2024 was primarily due to operating expense of the Company.

For the nine months ended September 30, 2023,

we had a net loss of $310,566, which comprised of general and administrative expenses and interest income.

For the three months ended September 30, 2024,

we had a net income of $1,559,923, which comprised of general and administrative expenses and interest income.

The increase in expenses

for the three months ended September 30, 2024 was primarily due to operating expense of the Company.

For the three months ended September 30, 2023,

we had a net loss of $305,689, which comprised of general and administrative expenses and interest income.

Since the Initial Public Offering, our activity has been limited to the evaluation

of Business Combination candidates, and we will not be generating any operating revenues until the closing and completion of our initial

Business Combination.

We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and

auditing compliance), as well due diligence expenses in connection with our searches for business combination targets.

For the three months ended March 31, 2025, we

had a net income of $568,171, which comprised of general and administrative expenses and interest income.

For the three months ended March 31, 2024, we

had a net income of $3,266,193, which comprised of general and administrative expenses and interest income.

Liquidity and Capital Resources

As of September 30, 2024, we had cash of $40,504.

As of March 31, 2025, we had cash of $15,964.

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ordinary shares by the

28 unchanged sentences

We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

conditions raise substantial doubt about our ability to continue as a going concern if a Business Combination is not consummated November

conditions raise substantial doubt about our ability to continue as a going concern if a Business Combination is not consummated May 27,

2025 (unless further extended).

These unaudited condensed consolidated financial statements do not include any adjustments relating

to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue

as a going concern.

These unaudited condensed consolidated financial statements do not include any adjustments relating to

the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as

a going concern.

Off-balance sheet financing arrangements

We have no obligations, assets or liabilities

which would be considered off-balance sheet arrangements as of September 30, 2024 and December 31, 2023.

which would be considered off-balance sheet arrangements as of March 31, 2025 and December 31, 2024.

We do not participate in transactions

33 unchanged sentences

Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to

possible redemption in accordance with the guidance in ASC 480.

Ordinary shares subject to mandatory redemption (if any) are classified

as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not

solely within our control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’

Our ordinary shares feature certain redemption rights that are subject to the occurrence of uncertain future events and considered

to be outside of our control.

Accordingly, as of September 30, 2024 and December 31, 2023, 14,950,000 and 14,950,000 ordinary shares subject

to possible redemption, are presented as temporary equity, outside of the shareholders’ equity section of the our unaudited condensed

consolidated balance sheets.

We account for our ordinary shares subject

to possible redemption in accordance with the guidance in ASC 480.

Ordinary shares subject to mandatory redemption (if any) are

classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary

shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence

of uncertain events not solely within our control) are classified as temporary equity.

At all other times, ordinary shares are

classified as shareholders’ equity.

Our ordinary shares feature certain redemption rights that are subject to the occurrence

of uncertain future events and considered to be outside of our control.

Accordingly, as of March 31, 2025 and December 31, 2024,

6,404,652 and 6,404,652 ordinary shares subject to possible redemption, are presented as temporary equity, outside of the

shareholders’ equity section of the unaudited condensed consolidated balance sheets.

Warrant accounting

15 unchanged sentences

Changes in the estimated fair

value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations.

value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of income.

The warrants issued upon the Initial Public Offering

2 unchanged sentences

The Company calculates net income (loss) per share

in accordance with ASC Topic 260, “ Earnings per Share .” In order to determine the net income (loss) attributable to

both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the

redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net income

(loss) less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based on the weighted average number

of shares outstanding between the redeemable and non-redeemable ordinary shares.

Any remeasurement of the accretion to the redemption

value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders.

associated with the redeemable shares of ordinary share is excluded from earnings per share as the redemption value approximates fair

As of September 30, 2024 and December 31, 2023, the Company has not considered the effect of the warrants sold in the Initial Public

Offering and private warrants to purchase an aggregate of 15,628,575 and 15,628,575 shares, respectively, in the calculation

of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the

inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that

could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted

income (loss) per share is the same as basic income (loss) per share for the periods presented.

in accordance with ASC Topic 260, Earnings per Share.

In order to determine the net income (loss) attributable to both the redeemable

shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary

shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net income (loss) less any

dividends paid.

The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding

between the redeemable and non-redeemable ordinary shares.

Any remeasurement of the accretion to the redemption value of the ordinary

shares subject to possible redemption was considered to be dividends paid to the public stockholders.

Accretion associated with the redeemable

shares of ordinary share is excluded from earnings per share as the redemption value approximates fair value.

As of March 31, 2025 and

December 31, 2024, the Company has not considered the effect of the warrants sold in the Initial Public Offering and private warrants

to purchase an aggregate of 15,628,575 and 15,628,575 shares, respectively, in the calculation of diluted net income (loss) per share,

since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive

and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into

ordinary shares and then share in the earnings of the Company.

Quantitative and Qualitative Disclosures

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis