What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-07 compared with 2024-03-29 · 183 added, 170 removed, 2 unchanged (99% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with our audited financial statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary

Data” of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a

result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item

Risk Factors” and elsewhere in this Annual Report on Form 10-K.

are a blank check company incorporated on June 18, 2021, under the laws of the British Virgin Islands 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 engaging in any other similar business combination with one or more businesses.

We have not selected any specific business

combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with

any business combination target.

We intend to effectuate our initial business combination using cash from the proceeds of the Initial

Public Offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with

our initial business combination and (pursuant to backstop agreements we may enter into following the consummation of the Initial Public

Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target,

or a combination of the foregoing.

and Capital Resources

of December 31, 2023, we had cash of $631,753 and investments held in the Trust Account of $154,823,318.

Until the consummation of the

Initial Public Offering, the only source of liquidity was an initial purchase of ordinary shares by our Sponsor, monies loaned by the

Sponsor under a certain unsecured promissory note and advances from our Sponsor.

July 27, 2023, we consummated the Initial Public Offering of 14,950,000 ordinary units (the “Public Units”), which includes

the full exercise by the underwriter of its over-allotment option in the amount of 1,950,000 Public Units, at $10.00 per Public Unit,

generating gross proceeds of $149,500,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of

678,575 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to KVC

Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,785,750.

the Initial Public Offering and the exercise of the over-allotment option, a total of $151,368,750 was placed in the Trust Account.

incurred $6,597,980 in initial public offering related costs, including $2,990,000 of underwriting fees, $2,990,000 of deferred underwriting

fees and $617,980 of initial public offering costs.

intend to use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the Trust Account, to

acquire a target business or businesses and to pay our expenses relating thereto.

To the extent that our capital stock is used in whole

or in part as consideration to effect our business combination, the remaining proceeds held in the Trust Account, as well as any other

net proceeds not expended, will be used as working capital to finance the operations of the target business.

Such working capital funds

could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions

and for marketing, research and development of existing or new products.

Such funds could also be used to repay any operating expenses

or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside

of the Trust Account were insufficient to cover such expenses.

intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence

on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their

representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate

and complete a business combination.

we are unable to consummate the Company’s Initial Business Combination by April 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,

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 it

on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s 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 the Company be unable to continue as a going concern.

of Operations

entire activity from inception up to July 27, 2023 was in preparation for 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 expect to 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 this period.

the year ended December 31, 2023, we had a net income of $1,454,758, which was comprised of dividend earned on the marketable securities

held in Trust Account of $1,933,397 and interest income of $37, offset by operating costs of $478,676.

The dividend income has increased

compare with 2022 mainly due to the Company has completed the Initial Public Offering, the net proceeds deposited into trust account

to earn dividend income during the year.

In additional, the company has unrealized gain in investments held in Trust Account of $1,521,171.

the year ended December 31, 2022 we had a net loss of $693 which was comprised of operating costs of $697, offset by interest income

Sheet Financing Arrangements

have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of December 31, 2023 or 2022.

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

to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

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 other than an agreement

to pay our Sponsor a monthly fee of $10,000 for general and administrative services, including office space, utilities and administrative

services to the Company.

We began incurring these fees on August 1, 2023 and will continue to incur these fees monthly until the earlier

of the completion of the Business Combination and the Company’s liquidation.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and

analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial

statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this

Annual Report on Form 10-K.

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

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including

those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere

in this Annual Report on Form 10-K.

We are a blank check company incorporated on June

18, 2021, under the laws of the British Virgin Islands 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 engaging in any other

similar business combination with one or more businesses.

We have not selected any specific business combination target and we have not,

nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the private placement

of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination and (pursuant

to backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the

owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

Liquidity and Capital Resources

As of December 31, 2024, we had cash of $54,548

and investments held in the Trust Account of $70,373,065.

Until the consummation of the Initial Public Offering, the only source of liquidity

was an initial purchase of ordinary shares by our Sponsor, monies loaned by the Sponsor under a certain unsecured promissory note and

advances from our Sponsor.

On July 27, 2023, we consummated the Initial Public

Offering of 14,950,000 ordinary units (the “Public Units”), which includes the full exercise by the underwriter of its over-allotment

option in the amount of 1,950,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $149,500,000.

Simultaneously with

the closing of the Initial Public Offering, we consummated the sale of 678,575 units (the “Private Placement Units”) at a

price of $10.00 per Private Placement Unit in a private placement to KVC Sponsor LLC (the “Sponsor”), generating gross proceeds

of $6,785,750.

Following the Initial Public Offering and the

exercise of the over-allotment option, a total of $151,368,750 was placed in the Trust Account.

We incurred $6,597,980 in initial public

offering related costs, including $2,990,000 of underwriting fees, $2,990,000 of deferred underwriting fees and $617,980 of initial public

offering costs.

We intend to use substantially all of the net

proceeds of the Initial Public Offering, including the funds held in the Trust Account, to acquire a target business or businesses and

to pay our expenses relating thereto.

To the extent that our capital stock is used in whole or in part as consideration to effect our

business combination, the remaining proceeds held in the Trust Account, as well as any other net proceeds not expended, will be used as

working capital to finance the operations of the target business.

Such working capital funds could be used in a variety of ways including

continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development

of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred

prior to the completion of our business combination if the funds available to us outside of the Trust Account were insufficient to cover

such expenses.

We intend to use the funds held outside the Trust

Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel

to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate

documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

If we are unable to consummate the Company’s

Initial Business Combination by March 27, 2025 (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, we may not be able to obtain additional

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

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

conditions raise substantial doubt about the Company’s ability to continue as a going concern if a Business Combination is not consummated

by March 27, 2025 (unless further extended).

These 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 the Company be unable to continue as a

going concern.

Results of Operations

Our entire activity from inception up to July

27, 2023 was in preparation for 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 expect to 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 this period.

For the year ended December 31, 2024, we had a

net income of $7,409,180, which was comprised of dividend and interest earned on the marketable securities held in Trust Account of $8,869,907

and interest income of $26, offset by operating costs of $1,460,753.

The dividend income has increased compared with 2023 mainly due to

the Company has completed the Initial Public Offering, the net proceeds deposited into trust account to earn dividend income in full year.

For the year ended December 31, 2023, we had a

net income of $1,454,758, which was comprised of dividend earned on the marketable securities held in Trust Account of $1,933,397 and

interest income of $37, offset by operating costs of $478,676.

The dividend income has increased compared with 2022 mainly due to the

Company has completed the Initial Public Offering, the net proceeds deposited into trust account to earn dividend income during the year.

In addition, the company has unrealized gain in investments held in Trust Account of $1,521,171 which was realized in 2024.

Off-balance Sheet Financing Arrangements

We have no obligations, assets or liabilities

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

We do not participate in transactions that create

relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, 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

Contractual Obligations

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities other than an agreement to pay our Sponsor a monthly fee of $10,000

for general and administrative services, including office space, utilities and administrative services to the Company.

We began incurring

these fees on August 1, 2023 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination

and the Company’s liquidation.

Also, we are committed to the below:

holders of the Founder Shares, the Private Placement Units (and their underlying securities) and the units that may be issued upon conversion

of the working capital loans (and their underlying securities) are entitled to registration rights pursuant to a registration rights

agreement signed on the effective date of the Public Offering.

The holders of a majority of these securities are entitled to make up

to two demands that the Company register such securities.

The holders of the majority of the Founder Shares can elect to exercise these

registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow.

The holders of a majority of the Private Placement Units and warrants issued in payment of working capital loans made to the Company

(or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination.

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

to the completion of a Business Combination.

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

Company is committed to pay the Deferred Discount of 2% of the gross offering proceeds of the Initial Public Offering, in the amount

of $2,990,000, to the underwriter upon the Company’s consummation of the Business Combination.

The underwriter is not entitled

to any interest accrued on the Deferred Discount, and has waived its right to receive the Deferred Discount if the Company does not close

a Business Combination.

Accounting Policies

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during

the reporting periods.

Actual results could materially differ from those estimates.

The Company has identified the following critical

accounting policies:

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”) Accounting Standards

Codification (“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.

For warrants that are recorded as a component of equity, they are measured at their fair value at

the time of issuance and are not remeasured at subsequent reporting dates.

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 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.

Shares Subject To Possible Redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing

Liabilities from Equity .” Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and

is 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’ equity.

The Company’s

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

of the Company’s control.

Income (Loss) Per Share

Company calculates net income (loss) per share in accordance with ASC Topic 260, Earnings per Share.

Basic earnings per share is computed

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

shares subject to possible redemption.

Diluted income (loss) per share is computed by dividing net loss by the weighted average number

of ordinary shares outstanding, plus to the extent dilutive, the incremental number of ordinary shares to settle rights and other ordinary

share equivalents (currently none outstanding), as calculated using the treasury stock method.

Registration Rights

The holders of the Founder Shares, the Private

Placement Units (and their underlying securities) and the units that may be issued upon conversion of the working capital loans (and their

underlying securities) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of

the Public Offering.

The holders of a majority of these securities are entitled to make up to two demands that the Company register such

The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three

months prior to the date on which these ordinary shares are to be released from escrow.

The holders of a majority of the Private Placement

Units and warrants issued in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these

registration rights at any time after the Company consummates a Business Combination.

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

registration rights with respect to registration statements filed subsequent to the completion of a Business Combination.

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

Underwriting Agreement

The Company is committed to pay the Deferred Discount

of 2% of the gross offering proceeds of the Initial Public Offering, in the amount of $2,990,000, to the underwriter upon the Company’s

consummation of the Business Combination.

The underwriter is not entitled to any interest accrued on the Deferred Discount, and has waived

its right to receive the Deferred Discount if the Company does not close a Business Combination.

Critical Accounting Policies

The preparation of consolidated financial statements

and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent

assets and liabilities at the date of the consolidated financial statements, and income and expenses during the reporting periods.

results could materially differ from those estimates.

The Company has identified the following critical accounting policies:

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”) Accounting Standards Codification (“ASC”) 480, “Distinguishing

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

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.

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.

For warrants that are recorded as a component of equity, they are measured at their fair value at the time of issuance and are not remeasured

at subsequent reporting dates.

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 consolidated 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.

Ordinary Shares Subject To Possible Redemption

at December 31, 2023 and 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation

of basic and diluted loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.

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

As of December 31, 2023 and 2022, the Company has not considered the effect of the warrants sold in the Initial Public Offering

to purchase an aggregate of 15,628,575 and 0 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.

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.

The Company accounts for its ordinary shares subject

to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity .” Ordinary

share subject to mandatory redemption (if any) is classified as a liability instrument and is 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’ equity.

The Company’s ordinary shares feature certain

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

Net Income (Loss) Per Share

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 December 31, 2024

and 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.

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 7. Management’s Discussion and Analysis