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Item 5. Market for Registrant’s Common Equity

2025-03-07 compared with 2024-03-29 · 64 added, 64 removed, 0 unchanged (100% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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

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.

At March 29, 2024, there were

19,366,075 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.

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.

our Board of Directors is not currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable

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.

Authorized for Issuance Under Equity Compensation Plans

Sales of Unregistered Securities

the past three years, we sold the following ordinary shares without registration under the Securities Act:

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.

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.

underwriting discounts or commissions were paid with respect to such sales.

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.

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.

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.

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.

of Equity Securities by the Issuer and Affiliated Purchasers

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.

shares and warrants started trading on the Nasdaq under the symbols “KVAC,” and “KVACW,” respectively.

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.

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

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.

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.

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.

holder of the Private Units was granted certain demand and piggyback registration rights in connection with the purchase of the Private

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.

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

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-K

Item 5. Market for Registrant’s Common Equity