Keen Vision Acquisition Corp.(KVACU) - 2023 Q4 - Annual Report

IPO and Financing - The company completed its Initial Public Offering (IPO) on July 27, 2023, raising gross proceeds of $149,500,000 from the sale of 14,950,000 units at$10.00 per unit[124]. - A total of $151,368,750 from the IPO and private placement was deposited in a Trust Account for the benefit of public shareholders[126]. - The company incurred$6,597,980 in IPO-related costs, including $2,990,000 in underwriting fees[132]. - The company generated total proceeds of$6,785,750 from the private placement of 678,575 units at $10.00 per unit[236]. - The company completed a sale of units in an initial public offering, netting$142,902,020, which significantly bolstered its capital structure[280]. - The company has $151,368,750 held in a Trust Account, which will be invested in U.S. government treasury bills[292]. Financial Performance - For the year ended December 31, 2023, the company reported a net income of$1,454,758, primarily from dividend income of $1,933,397 and interest income of$37, offset by operating costs of $478,676[139]. - The company reported a net income of$1,454,758 for the year ended December 31, 2023, compared to a net loss of $693 in 2022[285]. - The accumulated deficit decreased to$(3,659,998) in 2023 from $(3,766) in 2022, showing improvement in financial health[272]. - Basic and diluted net income per share for ordinary shares subject to possible redemption was$0.25 in 2023, while the net loss per share for ordinary shares not subject to possible redemption was $(0.05)[275]. - The company generated$1,933,395 in interest income from investments held in the trust account during 2023[275]. - Total current assets increased to $865,615 in 2023 from$80,307 in 2022, reflecting a substantial growth in liquidity[271]. - Total current liabilities were reported at $14,000 in 2023, a decrease from$173,573 in 2022, suggesting improved debt management[271]. - The total shareholders' equity (deficit) as of December 31, 2023, was $(2,138,385), an improvement from$(3,766) in 2022[272]. Business Combination and Operations - The company has not selected any specific business combination target and has not initiated substantive discussions with any potential targets[129]. - If the company fails to complete its initial business combination by April 27, 2024, it will redeem 100% of its outstanding public shares[136]. - The company will only complete a Business Combination if it has net tangible assets of at least $5,000,001 after payment of deferred underwriting commissions[294]. - The company must complete a Business Combination by April 27, 2024, or it will trigger an automatic winding up and liquidation process[303]. - The company has incurred significant costs related to its financing and acquisition plans, which are expected to continue[303]. - The company has agreed to indemnify the Trust Account against claims that could reduce the per-share value below$10.125[302]. - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[288]. Governance and Compliance - The audit committee consists of independent directors Mr. Peter Ding, Mr. William Chu, and Prof. Albert Yu, with Mr. Ding serving as Chairperson[189]. - The audit committee's responsibilities include reviewing annual audited financial statements and discussing significant financial reporting issues[189]. - The company will only enter into business combinations approved by a majority of independent directors[186]. - The company has established guidelines for selecting director nominees, emphasizing independence and relevant expertise[194]. - The company has a code of conduct and ethics applicable to its directors, officers, and employees[216]. - The company has established a related party policy to avoid conflicts of interest in transactions exceeding $120,000 annually[241]. Risks and Concerns - The company reported a significant working capital deficiency, raising substantial doubt about its ability to continue as a going concern[266]. - There is substantial doubt about the company's ability to continue as a going concern if a Business Combination is not consummated by the deadline[306]. - The company may need to conserve liquidity by curtailing operations or reducing overhead expenses if additional financing is not obtained[306]. - The company is subject to risks associated with early-stage and emerging growth companies[287]. Audit and Financial Reporting - The independent auditor's report states that the financial statements present fairly the financial position of the company as of December 31, 2023, and 2022[265]. - The financial statements are prepared in conformity with accounting principles generally accepted in the United States[265]. - The company has been audited since 2023, with the audit conducted in accordance with PCAOB standards[270]. - The audit committee did not pre-approve all services rendered prior to its formation, but will pre-approve all future auditing and permitted non-audit services[250].