What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-12 · 57 added, 40 removed, 214 unchanged (31% of the section changed)

94 unchanged sentences

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

On February 26, 2026, the Company entered into

a binding letter of intent (“LOI II”) with Medera, and Novoheart Group Limited, a British Virgin Islands company and wholly

owned subsidiary of Medera (“NVH”).

The LOI II replaces the prior Merger Agreement dated September 3, 2024, which was terminated

concurrently with execution of the LOI II pursuant to a mutual release agreement entered into by the parties.

Under the LOI II, the Company and NVH have agreed

to use their best efforts to negotiate and execute a replacement merger agreement (“Replacement Merger Agreement”) no later

than April 10, 2026.

The Replacement Merger Agreement will be based on the terms and conditions of the prior Merger Agreement, modified

as necessary to reflect the parties’ current agreements set forth in the LOI II.

The contemplated transaction involves a merger

of NVH, which is principally engaged in pre-clinical human disease modeling, drug discovery, and related technologies, with and into Parent,

with the Company as the surviving company and listed on Nasdaq.

The final acquisition structure and jurisdiction of the combined company

will be determined following due diligence and will be optimized for tax outcomes for existing equity holders of the Company and NVH.

The parties entered into an amendment to the LOI II dated April 14, 2026, pursuant to which the parties agreed to extend the deadline

for execution of the Replacement Merger Agreement from April 10, 2026 to April 30, 2026.

As of May 6, 2026, the Company has not yet executed the Replacement Merger Agreement and continues to work toward its execution.

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 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 each of July 23, 2025, August 18, 2025, September 19, 2025 and October 21, 2025, respectively, the

Company 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 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, 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 July 27, 2025.

On each of July 23, 2025,

August 18, 2025, September 19, 2025 and October 21, 2025, November 18, 2025 and December 19, 2025, the Company issued an unsecured promissory

note in an amount of $144,670.38 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 January 27, 2026.

On each of January 26, 2026 and April 27, 2026,

the Company issued an unsecured promissory note in an amount of $120,000 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 July 27, 2026.

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

Results of Operations

All activity from inception up to September 30,

All activity from inception up to March 31, 2026

related to our formation and the Initial Public Offering.

Since the Initial Public Offering, our activity has been limited to the

evaluation of Business Combination candidates, and we will not be generating any operating revenues until the closing and completion of

our initial Business Combination.

We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting

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

For the nine months ended September 30, 2025,

we had a net income of $1,499,692, which comprised of general and administrative expenses and dividend income.

For the nine months ended September 30, 2024,

we had a net income of $6,600,651, which comprised of general and administrative expenses and dividend and interest income.

For the three months ended September 30, 2025,

we had a net income of $373,466, which comprised of general and administrative expenses and dividend income.

For the three months ended September 30, 2024,

we had a net income of $1,559,923, which comprised of general and administrative expenses and dividend income.

Since the Initial Public Offering, our activity has been limited to the evaluation

of Business Combination candidates, and we will not be generating any operating revenues until the closing and completion of our initial

Business Combination.

We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and

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

For the three months ended March 31, 2026, we

had a net income of $92,087, which comprised of general and administrative expenses and dividend income.

For the three months ended March 31, 2025, we

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

Liquidity and Capital Resources

As of September 30, 2025, we had cash of $15,880.

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 March 31, 2026, we had cash of $9,098.

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

26 unchanged sentences

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 November

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

27, 2026 (unless further extended).

4 unchanged sentences

We have no obligations, assets or liabilities

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

which would be considered off-balance sheet arrangements as of March 31, 2026 and December 31, 2025.

We do not participate in transactions

29 unchanged sentences

Actual results could materially differ from those estimates.

We have identified the following significant accounting estimates and accounting policies:

We have identified the

following significant accounting estimates and accounting policies:

Ordinary Shares Subject to Possible Redemption

9 unchanged sentences

to be outside of our control.

Accordingly, as of September 30, 2025 and December 31, 2024, 4,822,346 and 6,404,652 ordinary shares subject

Accordingly, as of March 31, 2026 and December 31, 2025, 1,090,446 and 4,822,346 ordinary shares subject

to possible redemption, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited

19 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.

Net income (loss) per share

11 unchanged sentences

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

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

As of March 31, 2026 and

December 31, 2025, 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,

3 unchanged sentences

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

about Market Risk

We are a smaller reporting

company and are not required to provide the information otherwise required under this item.

(loss) per share for the periods presented.

Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company and are not

required to provide the information otherwise required under this item.

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