Financial Overview - The company completed its IPO on July 27, 2023, raising gross proceeds of 10.00 per Unit[28]. - A Private Placement with KVC Sponsor LLC generated total proceeds of 1.00 per Unit[29]. - The total net proceeds of 7,409,180, primarily from dividend and interest earned on marketable securities held in the Trust Account[143]. - The company had a net income of 1,933,397 from marketable securities[144]. - As of December 31, 2024, the company had cash of 70,373,065[134]. - The company incurred 2,990,000 in underwriting fees[136]. - The company has no off-balance sheet financing arrangements as of December 31, 2024[145]. - The company has no long-term debt or capital lease obligations, only a monthly fee of 2,990,000, to the underwriter upon consummation of the Business Combination[148]. - As of December 31, 2024, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government treasury obligations with a maturity of 180 days or less[155]. Business Combination Plans - The company has entered into a Merger Agreement with Medera, with an aggregate consideration of 10.00 per share[35]. - The Merger Agreement will result in the issuance of approximately 62,578,505 PubCo Ordinary Shares to Medera shareholders at the closing of the transaction[35]. - The company intends to utilize cash from the IPO and private placement for business combinations, with no specific allocation for other purposes[41]. - Target businesses must have a fair market value of at least 80% of the trust account balance at the time of the business combination agreement[49]. - The company anticipates acquiring 100% of the equity interests or assets of the target business, but may also consider less than 100% acquisitions[49]. - If the company cannot complete its Initial Business Combination by March 27, 2025, it will redeem 100% of outstanding public shares[139]. - The company has extended the deadline to complete its initial business combination to March 27, 2025, after depositing 1,000,000, which will not be repaid if the business combination is not completed[62]. - If the business combination is not completed, the company will redeem 100% of outstanding public shares for a pro rata portion of the funds in the trust account, with a potential redemption price of 1 billion, with strong growth potential and industry leadership[38]. - The selection process for potential acquisitions will leverage a broad network of contacts, including investment bankers and private business owners[36]. - The company seeks to acquire businesses with resilient models that can adapt to market changes and demonstrate potential for revenue and earnings growth[40]. - The evaluation of target businesses will include factors such as financial condition, growth potential, and competitive position[44]. - The company may need to seek third-party financing if working capital conditions are imposed by a target business[57]. Regulatory and Market Risks - The company may pursue acquisitions of businesses based in China, which could expose it to regulatory risks and uncertainties associated with Chinese laws[80]. - Approval from Chinese authorities may be required for the company to continue listing on U.S. exchanges post-business combination[81]. - The company has not received any denial from Chinese authorities to list on U.S. exchanges, but future regulations could adversely affect operations[83]. - The company faces uncertainties regarding future actions by the PRC government that could significantly affect its ability to offer securities to investors, potentially leading to a material adverse change in the value of its securities[86]. - The company is subject to risks related to acquiring a China-based company, including potential delays in development and increased operating costs[87]. Corporate Governance - The company’s management team has over 55 years of combined experience in private equity investments, corporate operations, and mergers and acquisitions[19]. - The company’s management believes that its status as a public entity may provide a competitive advantage in acquiring target businesses with significant growth potential[108]. - The company’s obligation to seek shareholder approval for business combinations may delay or prevent transaction completion, impacting its competitive position[107]. - The company’s outstanding warrants may represent potential future dilution, which could affect its attractiveness to target businesses[107]. - The company has adopted a code of conduct and ethics applicable to directors, officers, and employees[209]. - All ongoing and future transactions with officers and directors will require prior approval by the audit committee and a majority of independent directors[207]. - The company will not consummate an initial business combination with an entity affiliated with officers or directors without independent fairness opinions and approval from disinterested directors[208]. - Directors owe fiduciary duties under BVI law, including a duty of care to act diligently[199]. - Directors may have conflicts of interest due to their involvement in other business activities[198]. - The audit committee consists of independent directors and is chaired by Mr. Peter Ding, focusing on financial statement reviews and risk management policies[191]. - The compensation committee, chaired by Prof. Albert Yu, is responsible for reviewing executive compensation plans and ensuring compliance with disclosure requirements[196]. - The company will only enter into business combinations approved by a majority of Independent Directors[188]. - Mr. Peter Ding is qualified as an "audit committee financial expert" under SEC rules[192]. - The nominating committee, chaired by Mr. William Chu, oversees the selection of board nominees and considers qualifications such as independence and relevant experience[194]. - The company has established procedures for handling complaints regarding accounting and internal controls[193]. - All filing requirements under Section 16(a) of the Securities Exchange Act have been complied with in a timely manner by executive officers and directors[211]. Internal Controls and Reporting - The company’s disclosure controls and procedures were evaluated as effective as of December 31, 2024, by its Certifying Officers[158]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal control[161]. - The company has identified critical accounting policies that require management to make estimates and assumptions affecting reported amounts of assets and liabilities[149]. - The company accounts for its ordinary shares subject to possible redemption in accordance with ASC Topic 480, classifying them as either liabilities or temporary equity based on certain conditions[153]. - The company’s warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 480[152]. - The company has not considered the effect of warrants sold in the Initial Public Offering and private placements in the calculation of diluted net income (loss) per share, as their exercise is contingent upon future events[154].
Keen Vision Acquisition Corp.(KVACU) - 2024 Q4 - Annual Report