What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-08 · 62 added, 37 removed, 234 unchanged (30% 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 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.

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

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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

On each of January 26, 2026 and April 21, 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 April 27, 2026.

24, 2026, the Company issued an unsecured promissory note in an amount of $30,000 to the Sponsor in exchange for, 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

October 27, 2026.

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

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, 2026

All activity from inception up to June 30, 2026

related to our formation and the Initial Public Offering.

4 unchanged sentences

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.

For the six months ended June 30, 2026, we had

a net income of $71,966, which comprised of general and administrative expenses and dividend 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 three months ended June 30, 2026, we had

a net loss of $20,121, which comprised of general and administrative expenses and dividend 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.

Liquidity and Capital Resources

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

As of June 30, 2026, we had cash of $11,464.

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

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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 July

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

27, 2027 (unless further extended).

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as a going concern.

Subsequent Event – Nasdaq Delisting Notice

On July 27, 2026, the Company received a notice

from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s

securities (units, ordinary shares, and warrants) would be subject to suspension and delisting from The Nasdaq Global Market due to the

Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete one or more

business combinations within 36 months of the effectiveness of its initial public offering registration statement, and due to the Company’s

non-compliance with the minimum 1,100,000 publicly held shares requirement under Listing Rule 5450(b)(2)(B) and the minimum 400 total

holders requirement under Listing Rule 5450(a)(2).

Accordingly, trading of the Company’s securities will be suspended at the opening

of business on August 3, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission removing the securities from

listing and registration on Nasdaq.

The Company will not appeal Nasdaq’s determination to delist the Company’s securities.

On August 3, 2026, the Company was

suspended and delisted from the Nasdaq Global Market, subsequently, its securities started trading on the over-the-counter (OTC) market

under the ticker symbol “KVACF”.

It is the Company’s intention to apply to list on Nasdaq in connection with the closing

of a potential business combination.

Off-balance sheet financing agreements

We have no obligations, assets or liabilities

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

which would be considered off-balance sheet arrangements as of June 30, 2026 and December 31, 2025.

We do not participate in transactions

42 unchanged sentences

to be outside of our control.

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

Accordingly, as of June 30, 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

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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, 2026 and

As of June 30, 2026 and

December 31, 2025, the Company has not considered the effect of the warrants sold in the Initial Public Offering and private warrants

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(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.

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