What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-12 compared with 2025-08-11 · 314 added, 290 removed, 566 unchanged (52% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

10 unchanged sentences

Commitments and contingencies (Note 7)

Ordinary shares, 6,404,652 and 6,404,652 shares subject to possible redemption issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Ordinary shares, 4,822,346 and 6,404,652 shares subject to possible redemption issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit:

1 unchanged sentence

500,000,000 shares authorized;

4,416,075 shares issued and outstanding as of June 30, 2025 and December 31, 2024 (excluding 6,404,652 and 6,404,652 shares subject to possible redemption, respectively)

4,416,075 shares issued and outstanding as of September 30, 2025 and December 31, 2024 (excluding 4,822,346 and 6,404,652 shares subject to possible redemption, respectively)

Accumulated deficit

9 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF INCOME AND COMPREHENSIVE INCOME

OF INCOME AND

COMPREHENSIVE INCOME

Three Months ended

Six Months ended

September 30,

Nine Months ended

September 30,

Formation and operating costs

19 unchanged sentences

KEEN VISION ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2025

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Nine Months Ended

September 30, 2025

Ordinary shares

comprehensive

income (loss)

shareholders’

14 unchanged sentences

$ ( 5,762,484 )

For the Six Months Ended June 30, 2024

Accretion of carrying value to redemption value

( 1,055,957 )

Balance as of September 30, 2025

$ ( 6,445,417 )

$ ( 6,444,975 )

For the Nine Months Ended

September 30, 2024

Ordinary shares

comprehensive

income (loss)

shareholders’

17 unchanged sentences

$ ( 2,672,145 )

Accretion of carrying value to redemption value

( 2,065,583 )

Balance as of September 30, 2024

$ ( 3,178,247 )

$ ( 3,177,805 )

See accompanying notes to unaudited condensed consolidated

1 unchanged sentence

KEEN VISION ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

Nine Months Ended

September 30,

Cash flows from operating activities:

9 unchanged sentences

Cash flows from investing activities:

Cash withdrawn from Trust Account in connection to redemption

Extension payments deposited in Trust Account

( 1,634,011 )

Net cash used in investing activities

( 1,200,000 )

Net cash provided by investing activities

Cash flows from financing activities:

Redemption of ordinary shares

( 18,091,743 )

Advance from a related party

Proceeds from extension promissory note payable - related party

Net cash provided by financing activities

Proceed from extension promissory note payable - related party

Net cash (used in) provided by financing activities

( 15,831,937 )

NET CHANGE IN CASH

7 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND

NOTE 1 - ORGANIZATION

AND BUSINESS BACKGROUND

Keen Vision Acquisition Corporation (the “Company”)

6 unchanged sentences

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

As of June 30, 2025, the Company had not commenced

any operations.

All activities through June 30, 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.

As of September 30, 2025, the Company had not

commenced any operations.

All activities through September 30, 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.

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.

The registration statement for the Company’s

1 unchanged sentence

On July 27, 2023, the Company consummated the Initial Public Offering

of 14,950,000 units (the “Public Units”), which includes 1,950,000 Public Units upon the full exercise by the underwriter

of its over-allotment option, at $ 10.00 per Public Unit, generating gross proceeds of $ 149,500,000 to the Company.

Each Public Unit consists

of one ordinary share (“Public Share”) and one redeemable warrant (“Public Warrant”) to purchase one ordinary

share at an exercise price of $ 11.50 per share.

of 14,950,000 units (the “Public Units”), which includes 1,950,000 Public Units upon the full exercise

by the underwriter of its over-allotment option, at $ 10.00 per Public Unit, generating gross proceeds of $ 149,500,000 to the

Each Public Unit consists of one ordinary share (“Public Share”) and one redeemable warrant (“Public Warrant”)

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

Simultaneously with the closing of the Initial

Public Offering, the Company 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

to the Company.

Each Private Placement Unit consists of one ordinary share (“Private Placement Share”) and one redeemable

warrant (“Private Warrant”) to purchase one ordinary share at an exercise price of $ 11.50 per whole share.

Public Offering, the Company 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 to the Company.

Each Private Placement Unit consists of one ordinary share (“Private Placement Share”)

and one redeemable warrant (“Private Warrant”) to purchase one ordinary share at an exercise price of $ 11.50 per whole

Transaction costs amounted to $ 6,597,980 , consisting

of $ 2,990,000 of underwriting commissions, $ 2,990,000 of deferred underwriting commissions and $ 617,980 of other offering costs.

at July 27, 2023, cash of $ 1,593,452 was held outside of the Trust Account and is available for the payment of offering costs and for

working capital purposes.

of $ 2,990,000 of underwriting commissions, $ 2,990,000 of deferred underwriting commissions and $ 617,980 of other offering

In addition, at July 27, 2023, cash of $ 1,593,452 was held outside of the Trust Account and is available for the payment of

offering costs and for working capital purposes.

Cash of $ 151,368,750 was transferred to the Trust Account on July 27, 2023.

Trust Account

The aggregate amount of $ 151,368,750 ($ 10.125

per Public Unit) held in a trust account (“Trust Account”) established for the benefit of the Company’s public shareholders

and maintained by Continental Stock Transfer & Trust Company, acting as trustee, will be invested only in U.S.

government treasury

bills, with a maturity of 185 days or less or in money market funds investing solely in U.S.

Treasuries and meeting certain conditions

under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Except with respect to

interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds in the

Trust Account will not be released until the earliest of (i) the completion of the Company’s initial Business Combination, (ii)

the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated

Memorandum and Articles of Association to (A) modify the substance or timing of the Company’s obligation to redeem 100 % of its public

shares if the Company does not complete its initial Business Combination within nine months from the closing of the Initial Public Offering

(or up to 21 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business

Combination, including Automatic Extension Period) or (B) with respect to any other provision relating to shareholders’ rights or

pre-business combination activity and (iii) the redemption of all of the Company’s public shares if the Company is unable to complete

its initial Business Combination within nine months from the closing of the Initial Public Offering (or up to 21 months from the closing

of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination, including Automatic Extension

Period), subject to applicable law

Business Combination

The aggregate

amount of $ 151,368,750 ($ 10.125 per Public Unit) held in a trust account (“Trust Account”) established for the benefit

of the Company’s public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as trustee, will be

invested only in U.S.

government treasury bills, with a maturity of 185 days or less or in money market funds investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company

to pay its taxes, if any, the funds in the Trust Account will not be released until the earliest of (i) the completion of the Company’s

initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend

the Company’s Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of the Company’s

obligation to redeem 100 % of its public shares if the Company does not complete its initial Business Combination within nine months

from the closing of the Initial Public Offering (or up to 21 months from the closing of the Initial Public Offering if the Company extends

the period of time to consummate a Business Combination, including Automatic Extension Period) or (B) with respect to any other provision

relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of the Company’s public

shares if the Company is unable to complete its initial Business Combination within nine months from the closing of the Initial Public

Offering (or up to 21 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a

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

The Company’s management has broad discretion

16 unchanged sentences

The Company shall

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.

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

20 unchanged sentences

The Company will proceed with a Business Combination

if (i) the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination or (ii) otherwise the

Company is exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended;

if (i) the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination or (ii) otherwise

the Company is exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended;

and, if the Company seeks

61 unchanged sentences

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.

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.

On July 22, 2025, the Company entered into an

2 unchanged sentences

(the “Business Combination Period”) under the Trust Agreement II for a period of nine months from July 27, 2025 to January

27, 2026, by depositing into the Trust Account $ 0.03 for each remaining public shares (the “Extension Payment”) for each one-month

27, 2026, by depositing into the Trust Account $ 0.03 for each remaining public shares (the “Extension Payment”) for each

one-month extension.

On July 22, 2025, in connection with the stockholders

vote at the Annual Meeting, 1,582,306 shares were redeemed by certain shareholders at a price of approximately $ 11.43 per share,

including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $ 18,091,743 .

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 August 27, 2025 to consummate a business combination.

extended thirteen times by an additional one month each time, and so it now has until November 27, 2025 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 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, April 25, 2025, May 20, 2025 and June 23, 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 July 27, 2025.

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.

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, April 25, 2025, May 20, 2025 and June 23, 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 July

On each of July 23, 2025, August 18, 2025, September 19, 2025 and October 21, 2025, respectively, 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 November 27, 2025.

If the Company is unable to complete a Business

Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and

less interest to pay dissolution expenses up to $ 50,000 ), divided by the number of then outstanding public shares, which redemption will

completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding public shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable

and less interest to pay dissolution expenses up to $ 50,000 ), divided by the number of then outstanding public shares, which redemption

will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

10 unchanged sentences

business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below

(i) $ 10.125 per share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust

Account due to reductions in the value of the trust assets, except as to any claims by a third party who executed a waiver of any and

all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of

the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

(i) $ 10.125 per share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of

the Trust Account due to reductions in the value of the trust assets, except as to any claims by a third party who executed a waiver of

any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible

4 unchanged sentences

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

Liquidity and going concern

As of June 30, 2025, the Company reported a working

capital deficit of $ 2,772,485 .

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 August 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.

and going concern

As of September 30, 2025, the Company reported

a working capital deficit of $ 3,454,975 .

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 twelve 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, 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

6 unchanged sentences

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

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

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

These unaudited condensed consolidated financial statements

1 unchanged sentence

necessary should the Company be unable to continue as a going concern.

NOTE 2 – 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.

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

They 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, 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 statements include

all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating

results and cash flows for the periods presented.

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 statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation

of the financial position, operating results and cash flows for the periods presented.

● Principles of consolidation

The unaudited condensed consolidated financial 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.

The unaudited condensed consolidated financial

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,

43 unchanged sentences

from those estimates.

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents

as of June 30, 2025 and December 31, 2024

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, 2025 and December 31, 2024.

● Cash and investment held in Trust Account

As of June 30, 2025 and December 31, 2024, substantially

all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S.

As of September

30, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in money market funds, which are invested

primarily in U.S.

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 income

and comprehensive income and are automatically reinvested.

The fair value for these securities is determined using quoted market prices

in active markets.

Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income and realized

gains and losses are reported in other income.

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.

Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive

income and realized gains and losses are reported in other income.

● Warrant accounting

17 unchanged sentences

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.

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

9 unchanged sentences

and considered to be outside of the Company’s 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.

Accordingly, as of September 30, 2025 and December 31, 2024, 4,822,346 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

ASC Topic 820, Fair Value Measurements and

Disclosures (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about

fair value measurements.

ASC Topic 820, Fair Value Measurements

and Disclosures (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures

about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

7 unchanged sentences

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

Level 1 — Valuations based on unadjusted

quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Valuation adjustments

and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available in an

active market, the valuation of these securities does not entail a significant degree of judgment.

Level 2 — Valuations based on (i) quoted

prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar

assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated

by the market through correlation or other means.

Level 3 — Valuations based on inputs that

are unobservable and significant to the overall fair value measurement.

The fair value hierarchy is categorized into three

levels based on the inputs as follows:

1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the

ability to access.

Valuation adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that

are readily and regularly available in an active market, the valuation of these securities does not entail a significant degree of judgment.

2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that

are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that

are derived principally from or corroborated by the market through correlation or other means.

3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

In some circumstances, the inputs used to measure

6 unchanged sentences

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 June 30, 2025 and December 31, 2024 due

to the short maturities of such instruments.

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

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 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

17 unchanged sentences

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 June 30, 2025 and December 31, 2024, respectively.

no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 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

18 unchanged sentences

federal income tax consequences.

● Net income (loss) per share

income (loss) per share

The Company calculates net income (loss) per share

10 unchanged sentences

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

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

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:

For the Six Months Ended

June 30, 2025

For the Six Months Ended

June 30, 2024

As of September 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

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:

the Nine Months Ended

September 30, 2025

the Nine Months Ended

September 30, 2024

Basic and diluted net income (loss) per share:

7 unchanged sentences

Basic and diluted net income (loss) per share

For the Three Months Ended

June 30, 2025

For the Three Months Ended

June 30, 2024

the Three Months Ended

September 30, 2025

the Three Months Ended

September 30, 2024

Basic and diluted net income (loss) per share:

2 unchanged sentences

Total allocation to redeemable and non-redeemable ordinary shares

$ ( 114,103 )

$ ( 115,307 )

Denominators:

1 unchanged sentence

Basic and diluted net income (loss) per share

● Related parties

Parties, which can be a corporation or individual,

3 unchanged sentences

be related if they are subject to common control or significant influence.

● Concentration of credit risk

Financial instruments that potentially subject

the Company to concentration of credit risk consist of a cash account in a financial institution.

The Company has not experienced losses

on this account and management believes the Company is not exposed to significant risks on such account.

● Recent issued accounting standards

Management 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.

NOTE 3 – INITIAL PUBLIC OFFERING

● Concentration

of credit risk

instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution.

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such

issued accounting standards

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).

All of the 14,950,000 public shares sold as part

of the Public Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares

if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to

the Company’s Amended and Restated Memorandum and Articles of Association, or in connection with the Company’s liquidation.

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

All of the 14,950,000 public shares

sold as part of the Public Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public

Shares if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments

to the Company’s Amended and Restated Memorandum and Articles of Association, or in connection with the Company’s liquidation.

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,

11 unchanged sentences

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

NOTE 4 – PRIVATE PLACEMENT

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

Public Units sold in the Initial Public Offering except for certain registration rights and transfer restrictions.

NOTE 5 – RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Founder Shares

In September 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

4 unchanged sentences

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 June 30, 2025 and December 31, 2024, the balance of unpaid services fee was

$ 60,000 and $ 0 , respectively, and is presented in amount due to a related party in the accompanying unaudited condensed consolidated balance

For the six months ended June 30, 2025 and 2024, the Company incurred $ 60,000 and $ 60,000 in fees for these services, respectively.

For the three months ended June 30, 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

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, 2025 and December 31, 2024, the balance of unpaid services

fee was $ 90,000 and $0 , 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, 2025 and 2024, the Company incurred $ 90,000 and $ 90,000 in fees for

these services, respectively.

For the three months ended September 30, 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 income.

Related Party Extensions Loan

The Company will have to consummate a Business

Combination by August 27, 2025.

Combination by November 27, 2025.

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

10 unchanged sentences

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 notes are non-interest bearing and are payable upon the closing of a business combination.

the notes may be converted, at the lender’s discretion, into additional Private Units at a price of $ 10.00 per unit.

30, 2025 and December 31, 2024, the note payable balance was $ 1,800,000 and $ 600,000 , respectively.

On each of July 23, 2025,

August 18, 2025, September 19, 2025 and October 21, 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 November 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 September 30, 2025 and December 31, 2024, the note payable balance

was $ 2,234,011 and $ 600,000 , respectively.

Advance from a Related Party

As of June 30, 2025 and December 31, 2024, the

Company had a temporary advance of $ 1,008,707 and $ 575,085 from the Sponsor, respectively.

The balance is unsecured, interest-free and

has no fixed terms of repayment.

NOTE 6 – SHAREHOLDERS’ DEFICIT

As of September 30, 2025 and December 31, 2024,

the Company had a temporary advance of $ 1,200,880 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 June 30, 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).

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 September 30, 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

45 unchanged sentences

account any Founders’ Shares held by them prior to such issuance), (b) the aggregate gross proceeds from such issuances represent

more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of

the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is below $ 9.35 per

share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of (a) the Fair Market

Value or (b) the price at which the Company issues the ordinary shares or equity-linked securities, and the $ 16.50 per share redemption

trigger price will be adjusted (to the nearest cent) to be equal to 165 % of the higher of the Fair Market Value and the price at which

the Company issues ordinary shares or equity-linked securities.

The “Fair Market Value” shall mean the volume weighted average

reported trading price of the ordinary shares for the twenty ( 20 ) trading days starting on the trading day prior to the date of the consummation

of the Business Combination.

more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date

of the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is below $ 9.35 per

share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of (a) the Fair

Market Value or (b) the price at which the Company issues the ordinary shares or equity-linked securities, and the $ 16.50 per share

redemption trigger price will be adjusted (to the nearest cent) to be equal to 165 % of the higher of the Fair Market Value and the

price at which the Company issues ordinary shares or equity-linked securities.

The “Fair Market Value” shall mean the volume

weighted average reported trading price of the ordinary shares for the twenty ( 20 ) trading days starting on the trading day prior to the

date of the consummation of the Business Combination.

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

NOTE 7 – COMMITMENTS AND CONTINGENCIES

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

Risks and Uncertainties

5 unchanged sentences

Registration Rights

Pursuant to a registration rights agreement entered

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

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

to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering requiring

the Company to register such securities for resale.

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

short form demands, that the Company register such securities.

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

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

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

The Company will bear

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

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

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

loans or extension loans and are entitled to registration rights pursuant to a registration rights agreement signed on the effective date

of the Initial Public Offering requiring the Company to register such securities for resale.

The holders of these securities are entitled

to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain

“piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion

of initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the

Securities Act.

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

Underwriter Agreement

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.

NOTE 8 – SEGMENT INFORMATION

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.

SEGMENT INFOMRATION

ASC Topic 280, Segment Reporting, establishes

9 unchanged sentences

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.

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

7 unchanged sentences

with all agreements and budget.

NOTE 9 – SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, Subsequent Events,

1 unchanged sentence

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

On July 22, 2025, 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 II, the Company has the right to extend the time for KVAC to complete its business combination

(the “Business Combination Period”) under the Trust Agreement II for a period of nine months from July 27, 2025 to January

27, 2026, by depositing into the Trust Account $ 0.03 for each remaining public shares (the “Extension Payment”) for each one-month

On July 23, 2025 the Company issued an unsecured

promissory note in an amount of $ 144,670 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 August 27, 2025.

On July 22, 2025, in connection with the stockholders

vote at the Annual Meeting, 1,582,306 shares were redeemed by certain shareholders at a price of approximately $ 11.41 per share, including

interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $ 18,052,529 .

On October 21, 2025 the Company issued an unsecured

promissory note in an amount of $ 144,670 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 November 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