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Item 1. Financial Statements

2025-05-14 compared with 2024-11-04 · 301 added, 327 removed, 532 unchanged (54% of the section changed)

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KEEN VISION ACQUISITION CORPORATION

INDEX TO UNAUDITED CONDENSED CONSOLIDATED

CONDENSED FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (audited)

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 and 2024

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2025 and 2024

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024

Notes to Unaudited Condensed Consolidated Financial Statements

KEEN VISION ACQUISITION CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

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Cash and investments held in Trust Account

$ 160,985,206

$ 155,688,933

LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accrued expenses

Extension promissory note payable

Amount due to a related party

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Commitments and contingencies (Note 7)

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

Ordinary shares, 6,404,652 and 6,404,652 shares subject to possible redemption issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Shareholders’ Deficit:

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500,000,000 shares authorized;

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

Accumulated other comprehensive income

4,416,075 shares issued and outstanding as of March 31, 2025 and December 31, 2024 (excluding 6,404,652 and 6,404,652 shares subject to possible redemption, respectively)

Accumulated deficit

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( 4,199,112 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$ 160,985,206

$ 155,688,933

See accompanying notes to unaudited condensed

consolidated financial statements.

TOTAL LIABILITIES , TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

See accompanying notes to unaudited condensed consolidated

financial statements.

KEEN VISION ACQUISITION CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months ended September 30,

Nine Months ended September 30,

OF INCOME AND COMPREHENSIVE INCOME

Three Months ended

Formation and operating costs

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$ ( 266,439 )

$ ( 1,039,445 )

$ ( 310,586 )

Other income:

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Total other income

NET INCOME (LOSS)

$ ( 305,689 )

$ ( 310,566 )

Other comprehensive income (loss):

Other comprehensive loss:

Transfer to realized gain in investments held in Trust Account

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OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Nine Months ended September 30, 2024

For the Three Months Ended March 31, 2025

Ordinary shares

Accumulated other comprehensive

comprehensive

shareholders’

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( 1,339,504 )

Net income for the period

Transfer to realized gain on available held for sale securities

( 1,521,171 )

Balance as of March 31, 2025

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$ ( 4,970,445 )

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 )

Accretion of carrying value to redemption value

( 2,065,583 )

Net income for the period

Balance as of September 30, 2024

$ ( 3,178,247 )

$ ( 3,177,805 )

Nine months ended September

For the Three Months Ended March 31, 2024

Ordinary shares

Accumulated other comprehensive

comprehensive

shareholders’

income (loss)

Balance as of January 1, 2024

Net loss for the period

Balance as of March 31, 2023 (1)

Net loss for the period

Balance as of June 30, 2023 (1)

Sale of units in initial public offering, net of offering costs

Sale of units to the founder in private placement

Initial classification of common stock subject to possible redemption

$ ( 3,659,998 )

$ ( 2,138,385 )

Transfer to realized loss on available held for sale securities

( 1,521,171 )

Allocation of offering costs to common stock subject to redemption

Accretion of carrying value to redemption value

( 1,521,171 )

Accretion of carrying value to redemption value

( 2,011,447 )

Net loss for the period

Unrealized gain on available held for sale securities

Balance as of September 30, 2023

Balance as of March 31, 2024

$ ( 2,405,252 )

$ ( 2,404,810 )

(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).

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 consolidated

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OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Net income (loss)

$ ( 310,566 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest income earned in cash and investments held in trust account

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Cash flows from investing activities:

Proceeds deposited in Trust Account

( 151,368,750 )

Extension payments deposited in Trust Account

Net cash used in investing activities

( 151,368,750 )

Cash flows from financing activities:

Advance from a related party

Repayment to related party

Proceeds from public offering

Proceeds from private placement

Payment of offering costs

( 3,607,980 )

Proceed from promissory note - related party

Proceed from extension promissory note payable - related party

Net cash provided by financing activities

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Non-cash investing and financing activities:

Initial classification of common stock subject to possible redemption

$ 147,853,763

Allocation of offering costs to common stock subject to possible redemption

Accretion of carrying value to redemption value

Accrued underwriting compensation

See accompanying notes to unaudited condensed consolidated

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTE 1 - ORGANIZATION

AND BUSINESS BACKGROUND

ORGANIZATION AND BUSINESS BACKGROUND

Keen Vision Acquisition Corporation (the “Company”)

or “we”, “us” and “our”) is 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 or entities (“Business Combination”).

The Company is not limited to a particular industry or geographic

region for purposes of consummating a Business Combination.

is 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 or entities (“Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

The Company is an early stage company and emerging

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

As of September 30, 2024, the Company had not

commenced any operations.

All activities through September 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.

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 March 31, 2025, the Company had not commenced

any operations.

All activities through March 31, 2025 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.

The registration statement for the Company’s

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Business Combination, including Automatic Extension Period), subject to applicable law.

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company’s management has broad discretion

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The Company shall

not consummate such Business Combination unless (i) the Company has net tangible assets of at least US$ 5,000,001 after payment of

the deferred underwriting commissions, either immediately prior to, or upon such consummation of, or any greater net tangible asset or

cash requirement that may be contained in the agreement relating to, such Business Combination;

or (ii) otherwise the Company is exempt

from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended.

not consummate such Business Combination unless (i) the Company has net tangible assets of at least $ 5,000,001 after payment of the

deferred underwriting commissions, either immediately prior to, or upon such consummation of, or any greater net tangible asset or cash

requirement that may be contained in the agreement relating to, such Business Combination;

or (ii) otherwise the Company is exempt from

the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended.

Notwithstanding the foregoing, if the Company

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to completing a Business Combination.

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Sponsor and any of the Company’s officers

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of Medera’s issued and outstanding ordinary shares, with each Acquirer Ordinary Share valued at $ 10.00 .

The Company will have until November 27, 2024

(unless further extended) to consummate a Business Combination.

However, if the Company anticipates that it may not be able to consummate

a Business Combination within nine months (the “Combination Period”), the Company may extend the period of time to consummate

a Business Combination up to two times, each by an additional three months each time (for a total of 21 months including Automatic Extension

Period) by depositing into the Trust Account $ 1,495,000 (approximately $ 0.10 per share per each three-month extension) to complete

a Business Combination (the “Paid Extension Period”).

Any funds which may be provided to extend the time frame will be in

the form of a loan to the Company from the Sponsor.

The terms of any such loan have not been definitively negotiated, provided, however,

any loan will be interest free and will be repayable only if the Company completes a Business Combination.

As of the date of this report, the Company has extended one time by

an additional one month each time, and so it now has until November 27, 2024 to consummate a business combination.

Pursuant to the terms

of the current amended and restated memorandum and articles of association and the trust agreement between the Company and Continental

Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate our initial business combination,

the Company’s insiders or their affiliates or designees, must deposit into the Trust Account $ 200,000 on or prior to the date of

the applicable deadline.

On October 28, 2024, the Company has deposited in an amount of $ 200,000 into the Trust Account in order

to extend the amount of available time to complete a business combination until November 27, 2024.

On October 25, 2024, the Company entered into

an amendment to the Investment Management Trust Agreement, with Continental Stock Transfer & Trust Company (the “Trust Amendment”).

Pursuant to the Trust Amendment, the Company has the right to extend the time for KVAC to complete its business combination (the “Business

Combination Period”) under the Trust Agreement for a period of nine months from October 27, 2024 to July 27, 2025, by depositing

into the Trust Account $ 200,000 for all remaining public shares (the “Extension Payment”) for each one-month extension.

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company will have until May 27, 2025 (unless

further extended) to consummate a Business Combination.

However, if the Company anticipates that it may not be able to consummate a Business

Combination within nine months (the “Combination Period”), the Company may extend the period of time to consummate a Business

Combination up to four times, each by an additional one month each time (for a total of 24 months including Automatic Extension Period)

by depositing into the Trust Account $ 200,000 (approximately $ 0.10 per share per each month extension) to complete a Business

Combination (the “Paid Extension Period”).

Any funds which may be provided to extend the time frame will be in the form of

a loan to the Company from the Sponsor.

The terms of any such loan have not been definitively negotiated, provided, however, any loan

will be interest free and will be repayable only if the Company completes a Business Combination.

As of the date of this report, the Company has

extended four times by an additional one month each time, and so it now has until May 27, 2025 to consummate a business combination.

to the terms of the current amended and restated memorandum and articles of association and the trust agreement between the Company and

Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate the initial business

combination, the Company’s insiders or their affiliates or designees, must deposit into the Trust Account $ 200,000 on or prior

to the date of the applicable deadline.

On each of October 28, 2024, November 20, 2024, December 23, 2024, January 22, 2025, February

24, 2025, March 24, 2025 and April 25, 2025, respectively, the Company has deposited in an amount of $ 200,000 into the Trust Account

in order to extend the amount of available time to complete a business combination until May 27, 2025.

If the Company is unable to complete a Business

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of any kind in or to monies held in the Trust Account.

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

and going concern

At September 30, 2024, the Company has generated

a working capital deficit of $ 187,805 and net income of $ 6,600,651 for the nine months ended September 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.

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 nine 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 November 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.

As of March 31, 2025, the Company has reported

a working capital deficit of $ 1,980,445 .

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 the 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 nine 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 May 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, the Company may not be able to obtain

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These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a Business

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

These unaudited condensed consolidated financial statements

Combination is not consummated by May 27, 2025 (unless further extended).

These consolidated unaudited condensed 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.

SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

● Basis of presentation

These accompanying

unaudited condensed consolidated 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 by U.S.

unaudited condensed consolidated 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.

do not include all of the information and notes required by U.S.

GAAP for complete financial statements.

The unaudited condensed consolidated 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 U.S.

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.

The unaudited condensed consolidated financial

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

2024 included in the Company’s Form 10-K filed with the SEC on March 7, 2025.

Certain information or footnote disclosures normally

included in financial statements prepared in accordance with U.S.

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 consolidated financial

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The unaudited condensed consolidated financial

statements include the financial statements of the Company and its subsidiaries.

All significant intercompany transactions and balances

between the Company and its subsidiaries are eliminated upon consolidation.

statements include the unaudited condensed financial statements of the Company and its subsidiaries.

All significant intercompany transactions

and balances between the Company and its subsidiaries are eliminated upon consolidation.

A subsidiary is the entity in which the Company,

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to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The accompanying unaudited condensed consolidated

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GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial

Making estimates requires management to exercise

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It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

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 September 30, 2024 and December 31, 2023.

did not have any cash equivalents as of March 31, 2025 and December 31, 2024.

● Cash and investment held in Trust Account

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Treasury securities.

These securities are presented on the unaudited condensed consolidated 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 consolidated statements of operations and comprehensive income (loss)

and is automatically reinvested.

These securities are presented on the unaudited condensed consolidated

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 consolidated statements of income and comprehensive income

and are automatically reinvested.

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

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in other income.

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

● Warrant accounting

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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

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

480”) and ASC Topic 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

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

of operations.

As the warrants issued upon the Initial Public

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

Accordingly, as of September 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 consolidated balance sheets, respectively.

Accordingly, as of March 31, 2025 and December 31, 2024, 6,404,652 and 6,404,652

ordinary shares subject to possible redemption, are presented as temporary equity, outside of the shareholders’ equity section of

the Company’s unaudited condensed consolidated balance sheets, respectively.

● Fair value of financial instruments

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

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The fair value hierarchy is categorized into three

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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 September 30, 2024 and December 31, 2023

due to the short maturities of such instruments.

accrued expenses, due to a related party are estimated to approximate the carrying values as of March 31, 2025 and December 31, 2024 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 September 30, 2024 and December

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2025 and December 31,

2024, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

September 30,

Treasury Securities held in Trust Account

$ 160,942,218

Treasury Securities held in Trust Account

$ 154,823,318

● Income taxes

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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.

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

are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated 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

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

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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 September 30, 2024 and December 31, 2023, respectively.

no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2025 and December 31, 2024, 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.

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

The Company may be subject to potential examination

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● 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

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 September 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 income (loss) per share is the

same as basic income (loss) per share for the period presented.

The net income (loss) per share presented in the

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

For the Nine Months Ended

September 30, 2024

For the Nine Months Ended

September 30, 2023

Basic and diluted net income (loss) per share:

Interest income earned in investments held in Trust Account

Total expenses

Total allocation to redeemable and non-redeemable ordinary share

$ ( 237,026 )

$ ( 148,204 )

$ ( 162,362 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

For the Three Months Ended

September 30, 2024

For the Three Months Ended

September 30, 2023

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.

31, 2025 and December 31, 2024, 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 income (loss) per

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

The net income (loss) per share presented in the unaudited condensed consolidated statements of income and comprehensive income is based

on the following:

Three Months Ended

March 31, 2025

Three Months Ended

March 31, 2024

Basic and diluted net income (loss) per share:

1 unchanged sentence

Total expenses

Total allocation to redeemable and non-redeemable ordinary share

$ ( 115,307 )

$ ( 222,045 )

Total allocation to redeemable and non-redeemable ordinary shares

Denominators:

1 unchanged sentence

Basic and diluted net income (loss) per share

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

● Related parties

8 unchanged sentences

● Recent issued accounting standards

2023, the FASB issued Accounting Standards Update No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”

(“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories

in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between

domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign).

2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other

The guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial

statements that have not yet been issued or made available for issuance.

ASU 2023-09 should be applied on a prospective basis, but retrospective

application is permitted.

The Company evaluated the potential impact of adopting this new guidance on its unaudited condensed consolidated

financial statements and related disclosures and believe that the adoption of this ASU did not have

a material effect on the Company’s financial statements.

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s unaudited condensed consolidated financial statements.

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on July

27, 2023, the Company sold 14,950,000 Public Units, which includes 1,950,000 Public Units upon the full exercise by

the underwriter of its over-allotment option, at a purchase price of $ 10.00 per Public Unit.

Each Public Unit consists of one Public

share and one Public Warrant to purchase one ordinary share at an exercise price of $ 11.50 per share (see Note 6).

27, 2023, the Company sold 14,950,000 Public Units, which includes 1,950,000 Public Units upon the full exercise by the underwriter of

its over-allotment option, at a purchase price of $ 10.00 per Public Unit.

Each Public Unit consists of one Public share and one Public

Warrant to purchase one ordinary share at an exercise price of $ 11.50 per share (see Note 6).

All of the 14,950,000 public shares

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absence of retained earnings, additional paid-in capital).

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial

Public Offering on July 27, 2023, the Company consummated a private placement of 678,575 Private Placement Units, at a price

of $ 10.00 per Private Placement Unit.

Each Private Placement Unit consists of one Private Placement share and one Private Warrant

to purchase one ordinary share at an exercise price of $ 11.50 per whole share.

Public Offering on July 27, 2023, the Company consummated a private placement of 678,575 Private Placement Units, at a price of $ 10.00 per

Private Placement Unit.

Each Private Placement Unit consists of one Private Placement share and one Private Warrant to purchase one ordinary

share at an exercise price of $ 11.50 per whole share.

The Private Placement Units are identical to the

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Founder Shares

2021, the Company issued an aggregate of 3,737,500 Founder Shares to the initial shareholders, including an aggregate of up

to 487,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not

exercised in full or in part, so that the Sponsor will collectively own 20 % of the Company’s issued and outstanding shares

after the Initial Public Offering (see Note 6) for an aggregate purchase price of $ 25,000 .

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 7).

2021, the Company issued an aggregate of 3,737,500 Founder Shares to the initial shareholders, including an aggregate of up to 487,500

shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full

or in part, so that the Sponsor will collectively own 20 % of the Company’s issued and outstanding shares after the Initial Public

Offering (see Note 6) for an aggregate purchase price of $ 25,000 .

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 7).

Administrative Services Arrangement

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 September 30, 2024 and December 31, 2023, the unpaid services fee was $ 10,000 and $ 10,000 , respectively,

and is presented in amount due to a related party in the accompanying unaudited condensed consolidated balance sheets.

For the nine months

ended September 30, 2024 and 2023, the Company incurred $ 90,000 and $ 30,000 in fees for these services, respectively and is

included in formation and operating costs in the accompanying unaudited condensed consolidated statements of operations and comprehensive

income (loss).

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 March 31, 2025 and December 31, 2024, the unpaid services fee was $ 30,000 and

$ 0 , respectively, and is presented in amount due to a related party in the accompanying unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2025 and 2024, the Company incurred $ 30,000 and $ 30,000 in fees for these services, respectively

and is included in formation and operating costs in the accompanying unaudited condensed consolidated statements of income and comprehensive

Related Party Extensions Loan

The Company will have to consummate a Business

Combination by May 27, 2025.

However, if the Company anticipates that it may not be able to consummate a Business Combination within 21

months (including automatic extension period), the Company may extend the period of time to consummate a Business Combination up to four

times, four times by an additional one month each time to complete a Business Combination.

The Sponsor or its affiliates or designees

will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the

event that the Company are unable to close a Business Combination unless there are funds available outside the Trust Account to do so.

Such notes would either be paid upon consummation of the initial Business Combination or at the lender’s discretion, converted upon

consummation of the Business Combination into additional private units at a price of $ 10.00 per unit.

On each of October 28, 2024, November 20, 2024,

December 23, 2024, January 22, 2025, February 24, 2025, March 24, 2025 and April 25, 2025, the Company issued an unsecured promissory

note in an amount of $ 200,000 to the Sponsor, pursuant to which such amount has been deposited into the Trust Account in order to extend

the amount of available time to complete a business combination until May 27, 2025.

The notes are non-interest bearing and are payable

upon the closing of a business combination.

In addition, the notes may be converted, at the lender’s discretion, into additional

Private Units at a price of $ 10.00 per unit.

As of March 31, 2025 and December 31, 2024, the note payable balance was $ 1,200,000 and $ 600,000 ,

respectively.

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Advance from a Related Party

As of September 30, 2024 and December 31, 2023,

the Company had a temporary advance of $ 100,000 and $ 10,000 from the Sponsor, respectively.

The balance is unsecured, interest-free

and has no fixed terms of repayment.

As of March 31, 2025 and December 31, 2024, the Company had a temporary advance of $ 844,707 and $ 575,085 from the Sponsor, respectively.

The balance is unsecured, interest-free and has no fixed terms of repayment.

SHAREHOLDERS’ DEFICIT

Ordinary Shares

The Company is authorized to issue 500,000,000 ordinary

shares at par $ 0.0001 per share.

The Company is authorized to issue 500,000,000

ordinary shares at par $ 0.0001 per share.

Holders of the Company’s ordinary shares are entitled to one vote for each share.

As of September 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).

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 7).

As of March 31, 2025 and December 31, 2024, 4,416,075

and 4,416,075 Ordinary Shares were issued and outstanding excluding 6,404,652 and 6,404,652 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 7).

Each holder of a warrant shall be entitled to

7 unchanged sentences

has agreed that as soon as practicable after the closing of a Business Combination, the Company will use its best efforts to file, and

within 90 days following a Business Combination to have declared effective, a registration statement covering the ordinary shares issuable

upon exercise of the warrants.

Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the

exercise of the Public Warrants is not effective within 90 days, the holders may, until such time as there is an effective registration

statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public

Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

If an exemption from registration

is not available, holders will not be able to exercise their Public Warrants on a cashless basis.

The Public Warrants will expire five

years from the consummation of a Business Combination or earlier upon redemption or liquidation.

within 90 days following a Business Combination to have declared effective, a registration statement covering the ordinary

shares issuable upon exercise of the warrants.

Notwithstanding the foregoing, if a registration statement covering the ordinary shares

issuable upon the exercise of the Public Warrants is not effective within 90 days , the holders may, until such time as there

is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration

statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities

If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis.

The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company may call the warrants for redemption,

21 unchanged sentences

Accordingly, the warrants may expire worthless.

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

In addition, if in connection with a Business

12 unchanged sentences

date of the consummation of the Business Combination.

Warrants are identical to the Public Warrants underlying the Public Units being sold in the Initial Public Offering except that Private

Placement Units will not be transferable, assignable or saleable until 30 days after the completion of the Company’s Business

Combination and will be entitled to registration rights.

The Private Warrants are identical to the Public

Warrants underlying the Public Units being sold in the Initial Public Offering except that Private Placement Units will not be transferable,

assignable or saleable until 30 days after the completion of the Company’s Business Combination and will be entitled

to registration rights.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

Management continues to evaluate the impact of

the COVID-19 pandemic, the Russia-Ukraine war and the conflict in Israel and Palestine on the industry and has concluded that while it

is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations

and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated

financial statements.

The unaudited condensed consolidated financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

the Russia-Ukraine war and the conflict in Israel and Palestine on the industry and has concluded that while it is reasonably possible

that these events could have a negative effect on the Company’s financial position, results of its operations and/or search for

a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements.

The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

12 unchanged sentences

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 consolidated balance sheets.

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 consolidated balance sheets.

KEEN VISION ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

SEGMENT INFOMRATION

ASC Topic 280, Segment Reporting , establishes

standards for companies to report in their financial statement information about operating segments, products, services, geographic areas,

and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available

that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate

resources and assess performance.

The Company’s CODM has been identified as

the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources

and assessing financial performance.

Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance

and making key decisions regarding resource allocation, the CODM reviews several key metrics, which includes formation and operating costs

and interest and dividend earned on investments held in Trust Account which are included in the accompanying statements of income.

The key measures of segment profit or loss reviewed

by the CODM are earned on investments held in Trust Account and formation and operating costs.

The CODM reviewed earned on investments

held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust

Account funds while maintaining compliance with the trust agreement.

Formation and operating costs are reviewed and monitored by the CODM

to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period.

The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned

with all agreements and budget.

SUBSEQUENT EVENTS

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 October 25, 2024, the Company entered into

an amendment to the Investment Management Trust Agreement, with Continental Stock Transfer & Trust Company (the “ Trust Amendment ”).

Pursuant to the Trust Amendment, the Company has the right to extend the time for KVAC to complete its business combination (the “ Business

Combination Period ”) under the Trust Agreement for a period of nine months from October 27, 2024 to July 27, 2025, by depositing

into the Trust Account $ 200,000 for all remaining public shares (the “ Extension Payment ”) for each one-month extension.

On October 28, 2024, the Company issued an unsecured

promissory note in the principal amount of $ 200,000 to the KVC Sponsor LLC in exchange for KVC Sponsor LLC depositing such amount

into the Company’s Trust Account in order to extend the amount of available time to complete a business combination until November

The Note does not bear interest and matures upon the closing of a business combination by the Company.

In addition, the Note

may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering

at a price of $ 10.00 per unit.

Events , which establishes general standards of accounting for and disclosure of events that occur after the unaudited condensed consolidated

balance sheet date, the Company has evaluated all events or transactions that occurred after the unaudited condensed consolidated balance

On April 25, 2025 the Company issued an unsecured

promissory note in an amount of $ 200,000 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account

in order to extend the amount of available time to complete a business combination until May 27, 2025.

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