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Item 2. Management’s Discussion and Analysis

2025-08-11 compared with 2025-05-14 · 63 added, 52 removed, 195 unchanged (37% of the section changed)

95 unchanged sentences

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 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 May 27,

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.

December 23, 2024, January 22, 2025, February 24, 2025, March 24, 2025, April 25, 2025, May 20, 2025 and June 23, 2025, respectively,

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 July 27, 2025.

On July 23, 2025, the Company has deposited in an amount of $144,670 into the Trust Account in order

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

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.

Results of Operations

All activity from inception up to March 31, 2025

All activity from inception up to June 30, 2025

related to our formation and the Initial Public Offering.

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auditing compliance), as well due diligence expenses in connection with our searches for business combination targets.

For the three months ended March 31, 2025, we

had a net income of $568,171, which comprised of general and administrative expenses and interest income.

For the three months ended March 31, 2024, we

had a net income of $3,266,193, which comprised of general and administrative expenses and interest income.

For the six months ended June 30, 2025, we had

a net income of $1,126,226, which comprised of general and administrative expenses and dividend income.

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

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

For the three months ended June 30, 2025, we had

a net income of $558,055, which comprised of general and administrative expenses and dividend income.

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

a net income of $1,774,535, which comprised of general and administrative expenses and dividend and interest income.

Liquidity and Capital Resources

As of March 31, 2025, we had cash of $15,964.

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

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

As of June 30, 2025, we had cash of $1,317.

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

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

On July 27, 2023, we consummated the Initial Public

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

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

conditions raise substantial doubt about our ability to continue as a going concern if a Business Combination is not consummated August

27, 2025 (unless further extended).

These unaudited condensed 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 we be unable to continue as

a going concern.

Off-balance sheet financing arrangements

These unaudited condensed 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 we be unable to continue

as a going concern.

Off-balance sheet financing agreements

We have no obligations, assets or liabilities

which would be considered off-balance sheet arrangements as of March 31, 2025 and December 31, 2024.

which would be considered off-balance sheet arrangements as of June 30, 2025 and December 31, 2024.

We do not participate in transactions

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Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject

to possible redemption in accordance with the guidance in ASC 480.

Ordinary shares subject to mandatory redemption (if any) are

classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary

shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence

of uncertain events not solely within our control) are classified as temporary equity.

At all other times, ordinary shares are

classified as shareholders’ equity.

Our ordinary shares feature certain redemption rights that are subject to the occurrence

of uncertain future events and considered to be outside of our control.

Accordingly, as of March 31, 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 unaudited condensed consolidated balance sheets.

We accounts for its ordinary shares subject to

possible redemption in accordance with the guidance in ASC 480.

Ordinary shares subject to mandatory redemption (if any) are classified

as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not

solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’

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

to be outside of our control.

Accordingly, as of June 30, 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.

Warrant accounting

We account for warrants as either equity-classified

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

The assessment

considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant

to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants

are indexed to our own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in

a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while

the warrants are outstanding.

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 of the Company’s control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded

as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair

value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of income.

The warrants issued upon the Initial Public Offering

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

Warrants that meet the requirement for equity classification are recorded at their fair value at the time of issuance and are not revalued

at each reporting date.

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.

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

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.

, therefore, the warrants are classified as equity.

Net income (loss) per share

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shares of ordinary share is excluded from earnings per share as the redemption value approximates fair value.

As of March 31, 2025 and

As of June 30, 2025 and

December 31, 2024, the Company has not considered the effect of the warrants sold in the Initial Public Offering and private warrants

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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.

Quantitative and Qualitative Disclosures

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis