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Item 2. Management’s Discussion and Analysis

2024-07-25 compared with 2024-05-15 · 68 added, 60 removed, 149 unchanged (46% of the section changed)

68 unchanged sentences

deemed to exist unless and until definitive agreements have been executed.

As of March 31, 2024, KVAC has not entered into any definitive

As of June 30, 2024, KVAC has not entered into any definitive

agreements, for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization

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of Operations

activity from inception up to March 31, 2024 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 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.

increase in expenses for the three months ended March 31, 2024 was primarily due to operating expense of the Company.

For the three months

ended March 31, 2023, we had a net loss of $4,032, which comprised of general and administrative expenses and interest income.

and Capital Resources

As of March 31, 2024,

we had cash of $478,576.

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

ordinary shares by the Sponsor, loans provided by the Sponsor under a certain unsecured promissory note and advances from the Sponsor.

All activity from inception up to June 30, 2024

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 six months ended June 30, 2024, we had

a net income of $5,040,728, which comprised of general and administrative expenses and interest income.

The increase in expenses for the

six months ended June 30, 2024 was primarily due to operating expense of the Company.

For the six months ended June 30, 2023, we had

a net loss of $4,877, which comprised of general and administrative expenses and interest income.

For the three months ended June 30, 2024, we had

a net income of $1,774,353, which comprised of general and administrative expenses and interest income.

The increase in expenses for the

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

For the three months ended June 30, 2023, we had

a net loss of $845, which comprised of general and administrative expenses and interest income.

Liquidity and Capital Resources

As of June 30, 2024, we had cash of $261,354.

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

Sponsor, loans provided by the Sponsor under a certain unsecured promissory note and advances from the Sponsor.

July 27, 2023, we consummated the Initial Public Offering of 14,950,000 Units, including 1,950,000 Units upon the full exercise of the

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sheet financing arrangements

have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of March 31, 2024 and December

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, which

would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased

any non-financial assets.

We have no obligations, assets or liabilities

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

We do not participate in transactions

that create relationships with unconsolidated entities or financial partnerships, which would have been established for the purpose of

facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special

purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

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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’ 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, 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 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’

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 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 our unaudited condensed

balance sheets.

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

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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.

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.

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.

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 unaudited condensed statements of operations.

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

income (loss) per share

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.

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

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, diluted

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

Quantitative and Qualitative Disclosures about Market Risk

1 unchanged sentence

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