What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-14 compared with 2023-09-01 · 141 added, 137 removed, 65 unchanged (81% of the section changed)

Management’s Discussion and

Analysis of Financial Condition and Results of Operations

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Keen Vision

Acquisition Corporation.

References to our “management” or our “management team” refer to our officers and directors,

and references to the “Sponsor” refer to KVC Sponsor LLC.

The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere

in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements

that involve risks and uncertainties.

Special Note Regarding Forward-Looking

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and

Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to

differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Form 10-Q

including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for

future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,”

“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify

such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s

current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ

materially from the events, performance and results discussed in the forward-looking statements.

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 filed with the U.S.

Securities and Exchange Commission

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at http://www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking

statements whether as a result of new information, future events or otherwise.

We are a blank check company

formed under the laws of the British Virgin Islands on June 18, 2021, and for the purpose of acquiring, engaging in a share exchange,

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

References in this report (the “Quarterly

Report”) to “we,” “us” or the “Company” refer to Keen Vision Acquisition Corporation.

to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”

refer to KVC Sponsor LLC.

The following discussion and analysis of the Company’s financial condition and results of operations should

be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information

contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical

facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business

strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,”

“believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar

words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events

or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors could

cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking

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

filed with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company’s securities filings can be accessed

on the EDGAR section of the SEC’s website at http://www.sec.gov.

Except as expressly required by applicable securities law, the

Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information,

future events or otherwise.

We are a blank check

company formed under the laws of the British Virgin Islands on June 18, 2021, and for the purpose of acquiring, engaging in a share exchange,

share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or

2 unchanged sentences

We have not selected any business combination target with respect to the initial business

July 27, 2023, we consummated our Initial Public Offering of 1,495,000 units (the “Units”), inclusive of the over-allotment

option of 1,950,000 Units.

Each Unit consisted of one ordinary share, par value US$0.0001 per share and

one redeemable warrant.

Our Registration Statement on Form S-1 for the Initial Public Offering was declared effective by the SEC on July

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), and Brookline Capital Markets, a division

of Arcadia Securities, LLC (“Brookline”) acted as an underwriter for the Initial Public Offering.

The Units were sold at an

offering price of US$10.00 per Unit, generating gross proceeds of US$149,500,000.

On July 27, 2023, we

consummated our Initial Public Offering of 1,495,000 units (the “Units”), inclusive of the over-allotment option of 1,950,000

Each Unit consisted of one ordinary share, par value US$0.0001 per share and one redeemable warrant.

Our Registration Statement

on Form S-1 for the Initial Public Offering was declared effective by the SEC on July 24, 2023.

EF Hutton, division of Benchmark

Investments, LLC (“EF Hutton”), and Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”)

acted as an underwriter for the Initial Public Offering.

The Units were sold at an offering price of US$10.00 per Unit, generating gross

proceeds of US$149,500,000.

Simultaneously with the

closing of the on July 27, 2023, we consummated the sale of 678,575 Private Placement Units.

The Private Placement Units were sold at

a price of US$10.00 per Private Placement Unit in the private placement, generating gross proceeds of US$6,785,750.

closing of the Initial Public Offering on July 27, 2023, we consummated the sale of 678,575 Private Placement Units.

The Private Placement

Units were sold at a price of US$10.00 per Private Placement Unit in the private placement, generating gross proceeds of US$6,785,750.

Transaction costs amounted

3 unchanged sentences

All activity from inception

up to July 27, 2023 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.

up to September 30, 2023 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 as for due diligence expenses.

We expect our expenses to increase substantially

after July 27, 2023.

For the three and six

months ended June 30, 2023, we had a net loss of US$845 and US$4,877, respectively, which comprised of general and administrative expenses

and interest income.

For the three and six

months ended June 30, 2022, we had a net income of US$1 and net loss US$175, respectively, which comprised of general and administrative

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

For the three and nine

months ended September 30, 2023, we had a net loss of US$310,566 and US$305,689, respectively, which comprised of general and administrative

expenses and interest income.

The increase in expenses for the three and nine months ended September 30, 2023 was due primarily to expenses

associated with the Initial Public Offering.

For the three and nine

months ended September 30, 2022, we had a net loss of US$218 and net loss US$393, respectively, which comprised of general and administrative

expenses and interest income.

Liquidity and Capital

As of June 30, 2023,

As of September 30, 2023,

we had cash of US$735,412.

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.

On 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 underwriter’s over-allotment option.

Each Unit consists of one ordinary

share and one warrant.

Each Warrant entitling its holder to purchase one ordinary share at a price of US$11.50 per share.

The Units were

sold at an offering price of US$10.00 per Unit, generating gross proceeds of US$149,500,000.

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.

On 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 underwriter’s

over-allotment option.

Each Unit consists of one ordinary share and one warrant.

Each Warrant entitling its holder to purchase one ordinary

share at a price of US$11.50 per share.

The Units were sold at an offering price of US$10.00 per Unit, generating gross proceeds of US$149,500,000.

As of July 27, 2023,

18 unchanged sentences

a Business Combination.

we may not be able to obtain additional financing.

If we are unable to raise additional capital, we may be required to take additional

measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit

of a potential transaction, and reducing overhead expenses.

We cannot provide any assurance that new financing will be available to us

on commercially acceptable terms, if at all.

These conditions

raise substantial doubt about our ability to continue as a going concern if a Business Combination is not consummated by April 27, 2024

(unless further extended).

These 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.

Accordingly, we may not

be able to obtain additional financing.

If we are unable to raise additional capital, we may be required to take additional measures to

conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential

transaction, and reducing overhead expenses.

We cannot provide any assurance that new financing will be available to us on commercially

acceptable terms, if at all.

These conditions raise substantial doubt about our ability to continue as a going concern if a Business Combination

is not consummated by April 27, 2024 (unless further extended).

These 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

have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of June 30, 2023 and December 31,

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 September 30, 2023 and December 31, 2022.

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.

Contractual obligations

2 unchanged sentences

Registration Rights

to a registration rights agreement entered into on July 24, 2023, the holders of the Founder Shares, Private Placement Units (including

securities contained therein), and units (including securities contained therein) that may be issued on conversion of working capital

loans or extension loans and are entitled to registration

rights pursuant to a registration rights agreement signed on the effective date of this offering requiring the Company to register such

securities for resale.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the

Company’s register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect

to registration statements filed subsequent to the Company completion of initial business combination and rights to require the Company

to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

Pursuant to a registration rights agreement entered

into on July 24, 2023, the holders of the Founder Shares, Private Placement Units (including securities contained therein), and units

(including securities contained therein) that may be issued on conversion of working capital loans or extension loans and are entitled

to registration rights pursuant to a registration rights agreement signed on the effective date of this offering requiring the Company

to register such securities for resale.

The holders of these securities are entitled to make up to three demands, excluding short form

demands, that the Company’s register such securities.

In addition, the holders have certain “piggy-back” registration

rights with respect to registration statements filed subsequent to the Company completion of initial business combination and rights to

require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

Underwriting Agreement

13 unchanged sentences

to Possible Redemption

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 June 30, 2023 and December 31, 2022, no ordinary shares subject to possible redemption, are presented as temporary

equity, outside of the shareholders’ equity section of the our 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 September 30, 2023 and December 31, 2022, 14,950,000 and 0 ordinary shares subject to

possible redemption, are presented as temporary equity, outside of the shareholders’ equity section of the our balance sheets.

Warrant accounting

account 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 our 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.

We account 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 FASB ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging .

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 our 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

4 unchanged sentences

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

As the warrants issued upon the Initial Public

Offering and private placements meet the criteria for equity classification under ASC 480, therefore, the warrants are classified as equity.

The warrants issued upon the Initial Public Offering

and private placements meet the criteria for equity classification under ASC 480.

Net income (loss) per share

Net income (loss) per share is computed by dividing

net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to

Weighted average shares were reduced for the effect of an aggregate of 487,500 ordinary shares that are subject to forfeiture

if the over-allotment option is not exercised by the underwriters.

We have retroactively adjusted the issuance of founder shares

for all periods presented.

At June 30, 2023 and 2022, we did not have any 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 periods presented.

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.

The Company calculates net 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 common

stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net 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 common stock.

Any remeasurement of the accretion to the redemption value of the common stock subject

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

As of September 30, 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 shares in the

calculation of diluted net 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 common stock 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

are a smaller reporting company and are not required to provide the information otherwise required under this item.

We are a smaller reporting company and are not

required to provide the information otherwise required under this item.

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