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Item 1. Financial Statements

2024-07-25 compared with 2024-05-15 · 252 added, 197 removed, 468 unchanged (49% of the section changed)

Financial Statements

VISION ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

KEEN VISION ACQUISITION CORPORATION

UNAUDITED CONDENSED BALANCE SHEETS

Total current assets

10 unchanged sentences

Commitments and contingencies (Note 7)

Ordinary shares, 14,950,000 shares subject to possible redemption issued and outstanding as of March 31, 2024 and December 31, 2023

Ordinary shares, 14,950,000 shares subject to possible redemption issued and outstanding as of June 30, 2024 and December 31, 2023

Shareholders’ deficit:

1 unchanged sentence

500,000,000 shares authorized;

4,416,075 shares issued and outstanding as of March 31, 2024 and December 31, 2023 (excluding 14,950,000 shares subject to possible redemption)

4,416,075 shares issued and outstanding as of June 30, 2024 and December 31, 2023 (excluding 14,950,000 shares subject to possible redemption)

Accumulated other comprehensive income

8 unchanged sentences

$ 155,688,933

accompanying notes to unaudited condensed financial statements.

VISION ACQUISITION CORPORATION

See accompanying notes to unaudited condensed financial

KEEN VISION ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

1 unchanged sentence

Three Months ended

Six Months ended

Formation and operating costs

$ ( 267,344 )

$ ( 533,783 )

Other income:

4 unchanged sentences

NET INCOME (LOSS)

Other comprehensive loss:

Realized gain in investments held in Trust Account

Other comprehensive income (loss):

Transfer to realized gain in investments held in Trust Account

( 1,521,171 )

4 unchanged sentences

Basic and diluted net loss per share, attributable to ordinary shares not subject to possible redemption

(1) As of March 31, 2023 excludes up to an aggregate of 487,500 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part (see Note 5).

As a result of the underwriters’ full exercise of their over-allotment option on July 27, 2023, no founder shares are currently subject to forfeiture for March 31, 2024.

accompanying notes to unaudited condensed financial statements.

VISION ACQUISITION CORPORATION

of June 30, 2023, excludes up to an aggregate of 487,500 ordinary shares subject to forfeiture to the extent that the underwriters’

over-allotment option is not exercised in full or in part (see Note 5).

As a result of the underwriters’ full exercise of their

over-allotment option on July 27, 2023, no founder shares are currently subject to forfeiture for June 30, 2024.

See accompanying notes to unaudited condensed financial

KEEN VISION ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ DEFICIT

Three Months Ended March 31, 2024

For the Six Months ended June 30, 2024

Ordinary shares

1 unchanged sentence

shareholders’

income (loss)

Balance as of January 1, 2024

$ ( 3,659,998 )

$ ( 2,138,385 )

Accretion of carrying value to redemption value

( 2,011,447 )

Net income for the period

Realized gain on available held for sale securities

Transfer to realized gain on available held for sale securities

( 1,521,171 )

Balance as of March 31, 2024

Months Ended March 31, 2023

$ ( 2,405,252 )

$ ( 2,404,810 )

Accretion of carrying value to redemption value

( 2,041,870 )

Net income for the period

Balance as of June 30, 2024

$ ( 2,672,587 )

$ ( 2,672,145 )

For the Six Months ended June 30, 2023

Ordinary shares

shareholders’

2 unchanged sentences

Balance as of March 31, 2023 (1)

(1) Includes up to an aggregate of 487,500 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part (see Note 5).

As a result of the underwriters’ full exercise of their over-allotment option on July 27, 2023, no founder shares are currently subject to forfeiture.

accompanying notes to unaudited condensed financial statements.

VISION ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended

Net loss for the period

Balance as of June 30, 2023 (1)

(1) Includes up to an aggregate

of 487,500 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in

full or in part (see Note 5).

As a result of the underwriters’ full exercise of their over-allotment option on July 27, 2023, no

founder shares are currently subject to forfeiture.

See accompanying notes to unaudited condensed financial

KEEN VISION ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Cash flows from operating activities:

6 unchanged sentences

Change in operating assets and liabilities:

Decrease in prepayment

Increase in accrued expenses

Accrued expenses

Net cash used in operating activities

3 unchanged sentences

Net cash used in financing activities

NET CHANGE IN CASH AT BANK

NET CHANGE IN CASH

CASH AT BANK, BEGINNING OF PERIOD

2 unchanged sentences

Accretion of carrying value to redemption value

accompanying notes to unaudited condensed financial statements.

See accompanying notes to unaudited condensed financial

VISION ACQUISITION CORPORATION

9 unchanged sentences

The Company has selected December 31 as its fiscal year end.

of March 31, 2024, the Company had not commenced any operations.

All activities through March 31, 2024 relate to the Company’s

formation, the initial public offering (the “Initial Public Offering” or “IPO”) and activities necessary to identify

a potential target and prepare for a Business Combination.

The Company will not generate any operating revenues until after the completion

of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income and changes

in unrealized appreciation of Trust Account assets from the proceeds derived from the Initial Public Offering.

As of June 30, 2024, the Company had not commenced

any operations.

All activities through June 30, 2024 relate to the Company’s formation, the initial public offering (the “Initial

Public Offering” or “IPO”) and activities necessary to identify a potential target and prepare for a Business Combination.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

will generate non-operating income in the form of interest income and changes in unrealized appreciation of Trust Account assets from

the proceeds derived from the Initial Public Offering.

registration statement for the Company’s Initial Public Offering was declared effective on July 24, 2023.

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until definitive agreements have been executed.

As of March 31, 2024, the Company has not entered into any definitive agreements, for

the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar

business combination with one or more businesses or entities.

As of June 30, 2024, the Company has not entered into any definitive agreements, for the

purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business

combination with one or more businesses or entities.

Pursuant to the IPO prospectus dated July 24, 2023, (Registration No.

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and going concern

March 31, 2024, the Company had working capital surplus of $ 585,190 and net income of $ 3,266,193 for the three months ended March

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

The Company initially had nine months from the consummation of the Initial Public Offering to consummate the initial Business Combination.

If the Company does not complete a Business Combination within nine months from the consummation of the Initial Public Offering, the

Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum

and Articles of Association.

As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation

procedure under the Companies Act (As Revised) of the British Virgin Islands.

Accordingly, no vote would be required from our shareholders

to commence such a voluntary winding up, dissolution and liquidation.

However, the Company may extend the period of time to consummate

a Business Combination two times (for a total of up to 21 months from the consummation of the Initial Public Offering to complete a Business

Combination, including Automatic Extension Period).

If the Company is unable to consummate the Company’s Initial Business Combination

by October 27, 2024 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter,

redeem 100 % of the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including

a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate

and dissolve.

However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority

over the claims of the Company’s public shareholders.

In the event of dissolution and liquidation, the Company’s warrants

will expire and will be worthless.

At June 30, 2024, the Company has generated a

working capital of $ 317,854 and net income of $ 5,040,728 for the six months ended June 30, 2024.

The Company has incurred and expects

to continue to incur significant costs in pursuit of its financing and acquisition plans.

The Company initially had nine months from the

consummation of the Initial Public Offering to consummate the initial Business Combination.

If the Company does not complete a Business

Combination within nine months from the consummation of the Initial Public Offering, the Company will trigger an automatic winding up,

dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

As a result, this

has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Act (As Revised)

of the British Virgin Islands.

Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution

and liquidation.

However, the Company may extend the period of time to consummate a Business Combination two times (for a total of up

to 21 months from the consummation of the Initial Public Offering to complete a Business Combination, including Automatic Extension Period).

If the Company is unable to consummate the Company’s Initial Business Combination by October 27, 2024 (unless further extended),

the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 % of the Company’s outstanding

public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the

funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve.

However, the Company may not

be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public

shareholders.

In the event of dissolution and liquidation, the Company’s warrants will expire and will be worthless.

Additionally,

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● Basis of presentation

These accompanying unaudited condensed financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

These accompanying

unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America (“U.S.

GAAP”) for interim financial statements and Article 8 of Regulation S-X.

They do not include all of the information and notes required

They do not include all

of the information and notes required by U.S.

GAAP for complete financial statements.

The unaudited condensed financial statements should be read in conjunction with the Company’s

financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s 10K filed with the SEC

on March 29, 2024.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP

have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do

not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of

a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for

the periods presented.

The unaudited condensed financial statements should

be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2023 included in

the Company’s Form 10-K filed with the SEC on March 29, 2024.

Certain information or footnote disclosures normally included in financial

statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim

financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial

position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements

include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position,

operating results and cash flows for the periods presented.

● Emerging growth company

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significantly from those estimates.

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of March 31, 2024 and December 31, 2023.

considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

did not have any cash equivalents as of June 30, 2024 and December 31, 2023.

● Cash and investment held in trust account

At March 31, 2024 and December 31, 2023, substantially

all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S.

30, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in money market funds, which are invested

primarily in U.S.

Treasury securities.

These securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period.

these securities are included in dividend income in the accompanying unaudited condensed statements of operations and comprehensive income

(loss) and is automatically reinvested.

The fair value for these securities is determined using quoted market prices in active markets.

Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income and realized gains and losses

are reported in other income.

These securities are presented on the unaudited condensed balance sheets at fair value at the end

of each reporting period.

Earnings on these securities are included in dividend income in the accompanying unaudited condensed statements

of operations and comprehensive income (loss) and is automatically reinvested.

The fair value for these securities is determined using

quoted market prices in active markets.

Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive

income and realized gains and losses are reported in other income.

● Warrant accounting

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing

Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment

considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant

to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants

are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while

the warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of equity at the time of issuance.

Warrants that meet the requirement for equity classification are recorded at their fair value at the

time of issuance and are not revalued at each reporting date.

For issued or modified warrants that do not meet all the criteria for equity

classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each

balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements

of operations.

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance

in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)

and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether

the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.

Warrants that meet the requirement for equity classification are recorded at their fair value at the time of issuance and are not revalued

at each reporting date.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are

required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

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

the warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 480,

1 unchanged sentence

● Ordinary shares subject to possible redemption

Company accounts for its 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 the Company’s control) are classified as temporary equity.

times, ordinary shares are classified as shareholders’ equity.

The Company’s ordinary shares feature certain redemption rights

that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control.

as of March 31, 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 Company’s unaudited condensed balance

sheets, respectively.

The Company accounts for its 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 the Company’s control) are classified as temporary equity.

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

The Company’s ordinary shares feature certain redemption rights that are subject to the occurrence of uncertain future events

and considered to be outside of the Company’s control.

Accordingly, as of June 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 Company’s unaudited condensed balance sheets, respectively.

● Fair value of financial instruments

Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to

measure fair value and the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell

an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date.

establishes a fair value hierarchy for inputs, which represents the assumptions used by the buyer and seller in pricing the asset or

ASC Topic 820 Fair Value Measurements and Disclosures

(“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the

buyer and the seller at the measurement date.

ASC 820 establishes a fair value hierarchy for inputs, which represents the assumptions

used by the buyer and seller in pricing the asset or liability.

These inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller

would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs

reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed

based on the best information available in the circumstances.

Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources

independent of the Company.

Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would

use in pricing the asset or liability developed based on the best information available in the circumstances.

fair value hierarchy is categorized into three levels based on the inputs as follows:

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based on inputs that are unobservable and significant to the overall fair value measurement.

some circumstances, the inputs used to measure far value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value

Measurements and Disclosures ,” approximates the carrying amounts represented in the unaudited condensed balance

The fair values of cash and other current assets, accrued expenses, due to the aa related party are estimated to approximate the

carrying values as of March 31, 2024 and December 31, 2023 due to the short maturities of such instruments.

The following

table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of

March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine

such fair value.

In some circumstances, the inputs used to measure

fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is

categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The fair value of the Company’s certain

assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the unaudited condensed balance sheets.

The fair values of cash and other current assets, accrued

expenses, due to a related party are estimated to approximate the carrying values as of June 30, 2024 and December 31, 2023 due to

the short maturities of such instruments.

The following table presents information about

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2024 and December 31,

2023, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Treasury Securities held in Trust Account

$ 156,834,765

Treasury Securities held in Trust Account

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● Income taxes

taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).

this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the

financial statements carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities

are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income

in the period that includes the enactment date.

740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their unaudited condensed

financial statements uncertain tax positions taken or expected to be taken on a tax return.

Under ASC 740, tax positions must initially

be recognized in the unaudited condensed financial statements when it is more likely than not the position will be sustained upon examination

by the tax authorities.

The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023, respectively.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

Income taxes are determined in accordance with

the provisions of ASC Topic 740, Income Taxes (“ASC 740”).

Under this method, deferred tax assets and liabilities are

recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets

and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income tax rates expected

to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Any effect on deferred

tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how

companies should recognize, measure, present, and disclose in their unaudited condensed financial statements uncertain tax positions taken

or expected to be taken on a tax return.

Under ASC 740, tax positions must initially be recognized in the unaudited condensed financial

statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

The Company’s

management determined that the British Virgin Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest

and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts

accrued for interest and penalties as of June 30, 2024 and December 31, 2023, respectively.

The Company is currently not aware of any

issues under review that could result in significant payments, accruals or material deviation from its position.

Company may be subject to potential examination by foreign taxing authorities in the area of income taxes.

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● Net income (loss) per share

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.

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, 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 loss per share is the same as basic loss per share for the period presented.

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.

Accretion associated with the redeemable

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

As of June 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, the diluted loss per share is the same as

basic loss per share for the period presented.

The net income (loss) per share presented in the

unaudited condensed statements of operations and comprehensive income (loss) is based on the following:

Three Months Ended

For the Six Months Ended

June 30, 2024

For the Six Months Ended

June 30, 2023

Basic and diluted net income (loss) per share:

2 unchanged sentences

Total allocation to redeemable and non-redeemable ordinary share

$ ( 121,719 )

Denominators:

1 unchanged sentence

Basic and diluted net income (loss) per share

the Three Months Ended

June 30, 2024

the Three Months Ended

June 30, 2023

Basic and diluted

net income (loss) per share:

income earned in investments held in Trust Account

allocation to redeemable and non-redeemable ordinary share

Denominators:

Weighted-average

shares outstanding

Basic and diluted net income (loss) per share

● Related parties

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Services Arrangement

affiliate of the Sponsor agreed that, commencing from the date that the Company’s securities are first listed on NASDAQ through

the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain

general and administrative services, including office space, administrative and support services, as the Company may require from time

The Company has agreed to pay the affiliate of the Sponsor $ 10,000 per month for these services commencing on the closing date

of the Initial Public Offering for 15 months (or up to 21 months including Automatic Extension Period).

As of March 31, 2024 and December

31, 2023, the unpaid services fee was $ 10,000 and $ 10,000 , respectively.

For the three months ended March 31, 2024 and 2023, the Company

incurred $ 30,000 and $ 0 in fees for these services, respectively.

An affiliate of the Sponsor agreed that, commencing

from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of

a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office

space, administrative and support services, as the Company may require from time to time.

The Company has agreed to pay the affiliate

of the Sponsor $ 10,000 per month for these services commencing on the closing date of the Initial Public Offering for 15 months (or

up to 21 months including Automatic Extension Period).

As of June 30, 2024 and December 31, 2023, the unpaid services fee was $ 10,000 and

$ 10,000 , respectively.

For the six months ended June 30, 2024 and 2023, the Company incurred $ 60,000 and $ 0 in fees for these

services, respectively.

SHAREHOLDERS’ DEFICIT

2 unchanged sentences

entitled to one vote for each share.

of March 31, 2024 and December 31, 2023, 4,416,075 and 4,416,075 Ordinary Shares were issued and outstanding excluding 14,950,000 and

14,950,000 Ordinary Shares subject to possible redemption, respectively, so that the initial shareholders will own 20 % of the issued

and outstanding shares after the Initial Public Offering (excluding the sale of the Private Units and assuming the initial shareholders

do not purchase any Units in the Initial Public Offering).

As a result of the underwriters’ full exercise of their over-allotment

option on July 27, 2023, no Founder Shares are currently subject to forfeiture (see Note 8).

As of June 30, 2024 and December 31, 2023, 4,416,075

and 4,416,075 Ordinary Shares were issued and outstanding excluding 14,950,000 and 14,950,000 Ordinary Shares subject to possible redemption,

respectively, so that the initial shareholders will own 20 % of the issued and outstanding shares after the Initial Public Offering (excluding

the sale of the Private Units and assuming the initial shareholders do not purchase any Units in the Initial Public Offering).

of the underwriters’ full exercise of their over-allotment option on July 27, 2023, no Founder Shares are currently subject to forfeiture

(see Note 8).

holder of a warrant shall be entitled to purchase one ordinary share at an exercise price of $ 11.50 .

18 unchanged sentences

Company may call the warrants for redemption, in whole and not in part, at a price of $ 0.01 per warrant:

not less than 30 days’ prior written notice of redemption to each warrant holder,

● upon not less than 30 days’ prior written notice of redemption to each warrant holder,

● if, and only if, the reported last sale price of the ordinary share equals or exceeds $ 16.5 per share, for any 20 trading days within a 30 trading days period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

and only if, there is a current registration statement in effect with respect to the issuance

of the ordinary share underlying such warrants at the time of redemption and for the entire

30-day trading period referred to above and continuing each day thereafter until the date

of redemption.

● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary share underlying such warrants at the time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter until the date of redemption.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

44 unchanged sentences

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

underwriters are entitled to a cash underwriting discount of 2 % of the gross proceeds of the Initial Public Offering, or $ 2,990,000 ,

upon the closing of the Business Combination, which is shown as deferred underwriting expenses on the accompany unaudited

condensed balance sheet.

The underwriters are entitled to a cash underwriting

discount of 2 % of the gross proceeds of the Initial Public Offering, or $ 2,990,000 , upon the closing of the Business Combination, which

is shown as deferred underwriting expenses on the accompanying unaudited condensed balance sheets.

8 – SUBSEQUENT EVENTS

accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date, the Company has evaluated all events or transactions that occurred after the balance

In accordance with ASC Topic 855, Subsequent

Events , which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, the

Company has evaluated all events or transactions that occurred after the balance sheet date.

On July 8, 2024, the Company formed a subsidiary,

namely KVAC MS (BVI) Limited under the laws of the British Virgin Islands for the purpose of effecting the business combination.

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 1. Financial Statements