IPO and Financial Performance - The company completed its Initial Public Offering on July 27, 2023, selling 14,950,000 units at $10.00 per unit, generating gross proceeds of $149,500,000[105]. - The company had a net income of $6,600,651 for the nine months ended September 30, 2024, compared to a net loss of $310,566 for the same period in 2023[114]. - For the three months ended September 30, 2024, the company reported a net income of $1,559,923, an increase from a net loss of $305,689 in the same quarter of 2023[115]. - As of September 30, 2024, the company had cash of $40,504, with total net proceeds from the IPO and private placement amounting to $151,368,750 deposited in the Trust Account[119]. - The company incurred transaction costs of $6,597,980 related to the IPO, including $2,990,000 in underwriting commissions[106]. - The company intends to use the net proceeds from the IPO primarily for acquiring target businesses and covering related expenses[120]. Business Combinations and Agreements - The company entered into a non-binding letter of intent on March 22, 2024, with a clinical stage biopharmaceutical company for a potential business combination[108]. - A merger agreement was signed on September 3, 2024, with Medera Inc., valuing 100% of Medera's shares at $622,560,000[111]. - The company has until November 27, 2024, to complete its initial business combination, with an automatic six-month extension available after the execution of the letter of intent[109]. Financial Instruments and Reporting - The warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 480[131]. - As of September 30, 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 shares in the calculation of diluted net income (loss) per share[131]. - Diluted income (loss) per share is the same as basic income (loss) per share for the periods presented due to the absence of other dilutive securities[131]. - The Company calculates net income (loss) per share in accordance with ASC Topic 260, considering undistributed income (loss) allocable to redeemable and non-redeemable shares[131]. - Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations[130]. Financial Position - As of September 30, 2024, the company had no off-balance sheet financing arrangements or long-term liabilities[123].

Core Insights - The article discusses the challenges in the pharmaceutical industry regarding the evaluation of therapeutic efficacy and cardiotoxicity, highlighting high failure rates in clinical trials and the limitations of animal models for human-specific diseases [1][3][4] - Medera Inc. has published a study demonstrating the use of AI and machine learning to enhance drug screening processes, aiming to improve the success rates of clinical trials and patient outcomes [2][3][4] Group 1: Drug Development Challenges - Traditional methods for evaluating drug efficacy and cardiotoxicity result in failure rates exceeding 90% during clinical trials, with average development costs surpassing $2 billion per drug [3] - Animal models are inadequate for accurately modeling human-specific diseases, leading to limited medical advancements [1][3] Group 2: Innovative Approaches - Medera's study utilizes AI and machine learning in conjunction with human mini-Heart technology to create a more predictive preclinical model for drug screening [1][4] - The AI/ML-based model combines data from various human mini-Heart assays, achieving a predictive accuracy of 86.2% in classifying the effects of unknown compounds, which is an improvement over previous methods [4][5] Group 3: Benefits of AI/ML Integration - The integration of AI and human mini-Hearts is expected to accelerate drug discovery, enhance screening efficiency, reduce costs, and improve safety, ultimately benefiting patients [1][6] - This approach aligns with the FDA Modernization Act 2.0, promoting the reduction of animal testing and enhancing predictive toxicology [5][6] Group 4: Company Overview - Medera Inc. focuses on developing therapies for difficult-to-treat cardiovascular diseases using next-generation gene and cell-based approaches [8][9] - Novoheart, a subsidiary of Medera, specializes in human cardiovascular disease modeling for drug discovery, utilizing its award-winning mini-Heart technology [9][10]

Group 1 - Monteverde & Associates PC is investigating Keen Vision Acquisition Corp. regarding its proposed merger with Madera Inc. [1] - Under the merger agreement, Keen Vision common stock will be canceled and converted into Madera common stock [1] - Monteverde & Associates PC has been recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report [1] Group 2 - The firm has a successful track record in recovering money for shareholders and litigating class actions [2] - Monteverde & Associates PC operates from the Empire State Building in New York City [2] - The firm emphasizes that no company, director, or officer is above the law [3]

Company Overview - Medera Inc. is a clinical-stage biopharmaceutical company focused on developing next-generation gene- and cell-based therapies for difficult-to-treat cardiovascular diseases using bioengineered human-based technology, including the mini-Heart® screening platform [2][15] - The company operates through two business units: Sardocor, which focuses on clinical development, and Novoheart, which specializes in drug discovery and validation [2][15] Clinical Programs - Sardocor is advancing three AAV-based gene therapy candidates: SRD-001 for Heart Failure with Reduced Ejection Fraction (HFrEF), SRD-002 for Heart Failure with Preserved Ejection Fraction (HFpEF), and SRD-003 for Duchenne Muscular Dystrophy-induced Cardiomyopathy (DMD-CM) [3][4][5] - SRD-001 is in an ongoing Phase 1/2a trial, with six patients infused in the low-dose cohort and one in the high-dose cohort, showing clinically meaningful improvements in heart function metrics [4] - SRD-002 has received Fast Track Designation from the FDA and is also in a Phase 1/2a trial, with five patients infused so far and improvements noted in cardiovascular performance [4] - SRD-003 is set to begin dosing its first patient in the fourth quarter of 2024, having received IND clearance and Orphan Drug Designation from the FDA [5] Technology and Methodology - Medera utilizes a proprietary intracoronary infusion methodology to deliver gene therapy candidates directly to cardiac muscle cells, which is a minimally invasive technique aimed at improving efficacy and reducing side effects [6][10] - Novoheart's human mini-Heart® platform enhances drug discovery by providing accurate human-specific disease modeling and therapeutic target validation, which is crucial for the success of Medera's therapeutic pipeline [7][8] Merger and Financial Overview - Medera is merging with Keen Vision Acquisition Corporation (KVAC), with an implied initial enterprise value of approximately $622.6 million and expected cash proceeds of up to $149.50 million from KVAC's trust account [11][12] - The merger has been unanimously approved by both companies' boards and is anticipated to close in the fourth quarter of 2024, subject to shareholder approval [12][13] Management Insights - The management emphasizes that the merger will position Medera for sustainable growth and enable more efficient development of its clinical and preclinical programs [8][9] - The collaboration with global pharmaceutical leaders is seen as a validation of Medera's achievements and its commitment to environmentally and socially responsible drug development [8]

Financial Performance - The company reported a net income of $1,774,353 for the three months ended June 30, 2024, primarily due to general and administrative expenses and interest income [47]. - For the six months ended June 30, 2024, the company achieved a net income of $5,040,728, compared to a net loss of $4,877 for the same period in 2023 [52]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) on July 27, 2023, generated gross proceeds of $149,500,000 from the sale of 1,495,000 units, including an over-allotment option [49]. - The company incurred transaction costs of $6,597,980 related to the IPO, which included $2,990,000 in underwriting commissions [50]. - The company intends to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses [57]. Business Development - The company entered into a non-binding letter of intent with a clinical stage biopharmaceutical company for a potential business combination, focusing on stem cell-based bioengineering technology and gene therapies [44]. - The company has until October 27, 2024, to complete its initial business combination following the IPO, with an automatic six-month extension available [51]. Liquidity and Equity - As of June 30, 2024, the company had cash of $261,354, with liquidity primarily sourced from the initial purchase of ordinary shares by the Sponsor and loans [54]. - As of June 30, 2024, the company had 14,950,000 ordinary shares subject to possible redemption, classified as temporary equity [66]. - The warrants issued during the IPO meet the criteria for equity classification under ASC 480 [70].

IPO Details - The company completed its Initial Public Offering on July 27, 2023, raising gross proceeds of $149,500,000 from the sale of 14,950,000 Units at $10.00 per Unit[86][93]. - Transaction costs related to the IPO amounted to $6,597,980, including $2,990,000 in underwriting commissions[87]. - As of July 27, 2023, a total of $151,368,750 from the IPO and private placement was deposited in the Trust Account for public shareholders[94]. Financial Performance - As of March 31, 2024, the company reported a net income of $3,266,193, a significant increase compared to a net loss of $4,032 for the same period in 2023[91]. - The company had cash of $478,576 as of March 31, 2024, with liquidity primarily sourced from the initial purchase of ordinary shares and loans from the Sponsor prior to the IPO[92]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024[98][99]. Business Strategy - The company has not yet selected a target for its initial business combination, but entered into a non-binding letter of intent with a clinical stage biopharmaceutical company focusing on stem cell-based technology and gene therapies[88]. - The company intends to use the net proceeds from the IPO primarily for acquiring target businesses and covering related expenses[95]. - The company has until October 27, 2024, to complete its initial business combination, with an automatic six-month extension available[89]. Warrants - The warrants issued during the IPO meet the criteria for equity classification under ASC 480[106].

Financial Position - As of December 31, 2023, the company had cash of $631,753 and investments held in the Trust Account totaling $154,823,318[134]. - The Initial Public Offering (IPO) generated gross proceeds of $149,500,000 from the sale of 14,950,000 ordinary units, including an over-allotment option[135]. - A total of $151,368,750 was placed in the Trust Account after the IPO, with initial public offering related costs amounting to $6,597,980[136]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2023[145]. - As of December 31, 2023, the company was not subject to any market or interest rate risk, with investments in U.S. government treasury obligations[157]. Income and Expenses - 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[143]. - The company incurred operating costs of $478,676 for the year ended December 31, 2023, compared to a net loss of $693 for the year ended December 31, 2022[144]. Business Strategy - The company intends to use substantially all net proceeds from the IPO to acquire target businesses and cover related expenses[137]. - If the company fails to complete a business combination by April 27, 2024, it will redeem 100% of outstanding public shares for a pro rata portion of the Trust Account funds[140]. - The company is committed to pay a monthly fee of $10,000 to its Sponsor for general and administrative services until the completion of the business combination[147].

Initial Public Offering - The company completed its Initial Public Offering on July 27, 2023, selling 14,950,000 Units at an offering price of $10.00 per Unit, generating gross proceeds of $149,500,000[81][87]. - As of September 30, 2023, the company had cash of $735,412, with total net proceeds from the Initial Public Offering and private placement amounting to $151,368,750 deposited in the Trust Account[86][88]. - The company intends to use substantially all net proceeds from the Initial Public Offering to acquire target businesses and cover related expenses, with remaining funds potentially used for working capital[89]. Financial Performance - The company incurred a net loss of $310,566 for the three months ended September 30, 2023, compared to a net loss of $218 for the same period in 2022, indicating a significant increase in expenses primarily due to the Initial Public Offering[84][85]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023[92][93]. - The company has not identified any significant critical accounting estimates that could materially affect reported amounts[96]. Warrants and Equity - The company has issued warrants that meet the criteria for equity classification under ASC 480, which will be recorded as a component of equity at the time of issuance[100]. - The company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net loss per share, resulting in diluted loss per share being the same as basic loss per share[101]. Business Combination - The company has not selected any business combination target for its initial business combination as of the reporting date[80]. - The company may face substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated by April 27, 2024[91].

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed financial statements: balance sheets, operations, equity, cash flows, and notes on organization, IPO, and accounting policies [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) | Metric | June 30, 2023 (Unaudited) | December 31, 2022 | | :-------------------------------- | :-------------------------- | :------------------ | | Cash at bank | $4,664 | $77,709 | | Prepayment | $425 | $2,598 | | Total current assets | $5,089 | $80,307 | | Deferred offering costs | $290,140 | $114,500 | | TOTAL ASSETS | $295,229 | $194,807 | | Promissory note - related party | $278,872 | $173,573 | | TOTAL LIABILITIES | $278,872 | $173,573 | | Total Shareholders' Equity | $16,357 | $21,234 | | TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $295,229 | $194,807 | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) | Metric | Three months ended June 30, 2023 | Three months ended June 30, 2022 | Six months ended June 30, 2023 | Six months ended June 30, 2022 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Formation and operating costs | $(845) | $- | $(4,878) | $(177) | | Interest income | $- | $1 | $1 | $2 | | NET (LOSS) INCOME | $(845) | $1 | $(4,877) | $(175) | | Basic and diluted net income (loss) per share | $(0.00) | $0.00 | $(0.00) | $(0.00) | [Unaudited Condensed Statements of Changes in Shareholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) | Metric | Balance as of Jan 31, 2023 | Net loss for the period (Jan-Mar 2023) | Balance as of Mar 31, 2023 | Net loss for the period (Apr-Jun 2023) | Balance as of Jun 30, 2023 | | :-------------------- | :------------------------- | :------------------------------------- | :------------------------- | :------------------------------------- | :------------------------- | | Ordinary shares (No.) | 3,737,500 | - | 3,737,500 | - | 3,737,500 | | Ordinary shares (Amount) | $374 | $- | $374 | $- | $374 | | Additional paid-in capital | $24,626 | $- | $24,626 | $- | $24,626 | | Accumulated deficit | $(3,766) | $(4,032) | $(7,798) | $(845) | $(8,643) | | Total shareholders' equity | $21,234 | $(4,032) | $17,202 | $(845) | $16,357 | | Metric | Balance as of Jan 1, 2022 | Net loss for the period (Jan-Mar 2022) | Balance as of Mar 31, 2022 | Net income for the period (Apr-Jun 2022) | Balance as of Jun 30, 2022 | | :-------------------- | :------------------------ | :------------------------------------- | :------------------------ | :------------------------------------- | :------------------------ | | Ordinary shares (No.) | 3,737,500 | - | 3,737,500 | - | 3,737,500 | | Ordinary shares (Amount) | $374 | $- | $374 | $- | $374 | | Additional paid-in capital | $24,626 | $- | $24,626 | $- | $24,626 | | Accumulated deficit | $(3,073) | $(176) | $(3,249) | $1 | $(3,248) | | Total shareholders' equity | $21,927 | $(176) | $21,751 | $1 | $21,752 | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) | Metric | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :-------------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(4,877) | $(175) | | Change in operating assets and liabilities: Prepayment | $2,173 | $- | | Net cash used in operating activities | $(2,704) | $(175) | | Payment of offering costs | $(175,640) | $- | | Proceed from promissory note - related party | $105,299 | $47,500 | | Net cash (used in) provided by financing activities | $(70,341) | $47,500 | | NET CHANGE IN CASH | $(73,045) | $47,325 | | CASH, BEGINNING OF PERIOD | $77,709 | $24,924 | | CASH, END OF PERIOD | $4,664 | $72,249 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND](index=8&type=section&id=NOTE%201%20-%20ORGANIZATION%20AND%20BUSINESS%20BACKGROUND) - Keen Vision Acquisition Corporation is a blank check company incorporated on June 18, 2021, for the purpose of a Business Combination[22](index=22&type=chunk) - The Company consummated its Initial Public Offering (IPO) on July 27, 2023, selling **14,950,000 units at $10.00 per unit**, generating gross proceeds of **$149,500,000**[25](index=25&type=chunk) - Simultaneously with the IPO, the Company sold **678,575 Private Placement Units** to the Sponsor at **$10.00 per unit**, generating gross proceeds of **$6,785,750**[26](index=26&type=chunk) - A total of **$151,368,750** was transferred to a Trust Account for the benefit of public shareholders, to be invested in U.S. government treasury bills or money market funds[28](index=28&type=chunk) - The Company must complete a Business Combination by April 27, 2024 (extendable up to 15 months), or it will redeem public shares and liquidate[35](index=35&type=chunk)[39](index=39&type=chunk) - The Company had a working capital deficit of **$273,783** and a net loss of **$4,877** for the six months ended June 30, 2023, raising substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated by April 27, 2024[39](index=39&type=chunk)[40](index=40&type=chunk) [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[41](index=41&type=chunk)[42](index=42&type=chunk) - Warrants issued upon the Initial Public Offering and private placements are classified as equity[45](index=45&type=chunk)[95](index=95&type=chunk) - The Company is an exempted British Virgin Islands company and is not subject to income taxes or income tax filing requirements in the British Virgin Islands[50](index=50&type=chunk) [NOTE 3 – INITIAL PUBLIC OFFERING](index=14&type=section&id=NOTE%203%20%E2%80%93%20INITIAL%20PUBLIC%20OFFERING) - On July 27, 2023, the Company sold **14,950,000 Public Units at $10.00 per unit**, generating **$149,500,000** in gross proceeds[54](index=54&type=chunk) - Public shares include a redemption feature, requiring classification outside of permanent equity in accordance with ASC 480-10-S99[55](index=55&type=chunk)[56](index=56&type=chunk) [NOTE 4 – PRIVATE PLACEMENT](index=15&type=section&id=NOTE%204%20%E2%80%93%20PRIVATE%20PLACEMENT) - Simultaneously with the IPO, **678,575 Private Placement Units** were sold to the Sponsor at **$10.00 per unit**, generating **$6,785,750**[57](index=57&type=chunk) - Private Placement Units are identical to Public Units except for certain registration rights and transfer restrictions[58](index=58&type=chunk) [NOTE 5 – RELATED PARTY TRANSACTIONS](index=15&type=section&id=NOTE%205%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) - The Company issued **3,737,500 founder shares** to initial shareholders, ensuring the Sponsor collectively owns **20% of outstanding shares** after the IPO[59](index=59&type=chunk) - The Sponsor advanced **$278,872** to the Company via an unsecured, non-interest bearing promissory note as of June 30, 2023, which was fully repaid on August 7, 2023[60](index=60&type=chunk)[61](index=61&type=chunk) - An affiliate of the Sponsor provides administrative services for **$10,000 per month**, commencing from the IPO closing date[62](index=62&type=chunk) [NOTE 6 – SHAREHOLDERS' EQUITY](index=15&type=section&id=NOTE%206%20%E2%80%93%20SHAREHOLDERS'%20EQUITY) - The Company is authorized to issue **500,000,000 ordinary shares** at **$0.0001 par value**, with **3,737,500 shares** issued and outstanding as of June 30, 2023 and December 31, 2022[63](index=63&type=chunk)[64](index=64&type=chunk) - Public Warrants entitle holders to purchase one ordinary share at an exercise price of **$11.50**, exercisable after a Business Combination, and expire five years from BC consummation or earlier upon redemption/liquidation[65](index=65&type=chunk) - The Company may redeem warrants at **$0.01 per warrant** if the ordinary share price equals or exceeds **$16.50** for 20 trading days within a 30-day period, provided a registration statement is effective[66](index=66&type=chunk)[68](index=68&type=chunk) [NOTE 7 – COMMITMENTS AND CONTINGENCIES](index=17&type=section&id=NOTE%207%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) - Holders of Founder Shares, Private Placement Units, and certain other units are entitled to registration rights, requiring the Company to register such securities for resale[70](index=70&type=chunk)[89](index=89&type=chunk) - Underwriters are entitled to a cash underwriting discount of **2% of the gross IPO proceeds**, or **$2,990,000**, upon the closing of a Business Combination[71](index=71&type=chunk)[90](index=90&type=chunk) [NOTE 8 – SUBSEQUENT EVENTS](index=17&type=section&id=NOTE%208%20%E2%80%93%20SUBSEQUENT%20EVENTS) - On July 27, 2023, the Company consummated its Initial Public Offering, generating gross proceeds of **$149,500,000**, and simultaneously sold Private Placement Units for **$6,785,750**[73](index=73&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's perspective on financial condition, operations, IPO, liquidity, capital resources, and critical accounting policies [Overview](index=18&type=section&id=Overview) - Keen Vision Acquisition Corporation is a blank check company formed on June 18, 2021, to effect a business combination[76](index=76&type=chunk) - The Company consummated its IPO on July 27, 2023, raising gross proceeds of **$149,500,000** from public units and **$6,785,750** from private placement units[77](index=77&type=chunk)[78](index=78&type=chunk) - Total transaction costs for the IPO amounted to **$6,597,980**, including underwriting commissions and other offering costs[78](index=78&type=chunk) [Results of Operations](index=19&type=section&id=Results%20of%20Operations) - For the three months ended June 30, 2023, the Company reported a net loss of **$845**, compared to a net income of **$1** for the same period in 2022[80](index=80&type=chunk) - For the six months ended June 30, 2023, the Company reported a net loss of **$4,877**, compared to a net loss of **$175** for the same period in 2022[80](index=80&type=chunk) - The Company will not generate operating revenues until the completion of its initial Business Combination[79](index=79&type=chunk) [Liquidity and Capital Resources](index=19&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2023, the Company had cash of **$4,664**[81](index=81&type=chunk) - Following the IPO and private placement on July 27, 2023, **$151,368,750** of net proceeds were deposited into the Trust Account[83](index=83&type=chunk) - The Company intends to use substantially all net proceeds from the IPO and Trust Account funds to acquire a target business and cover related expenses[84](index=84&type=chunk) - The Company's ability to continue as a going concern is in substantial doubt if a Business Combination is not consummated by April 27, 2024 (unless extended)[86](index=86&type=chunk) [Off-balance sheet financing arrangements](index=19&type=section&id=Off-balance%20sheet%20financing%20arrangements) - The Company had no off-balance sheet arrangements as of June 30, 2023, and December 31, 2022[87](index=87&type=chunk) [Contractual obligations](index=20&type=section&id=Contractual%20obligations) - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[88](index=88&type=chunk) [Registration Rights](index=20&type=section&id=Registration%20Rights) - Holders of Founder Shares, Private Placement Units, and certain other units are entitled to registration rights, allowing them to demand the Company register such securities for resale[89](index=89&type=chunk) [Underwriting Agreement](index=20&type=section&id=Underwriting%20Agreement) - Underwriters are entitled to a cash underwriting discount of **2% of the gross IPO proceeds** (**$2,990,000**) upon the closing of a Business Combination[90](index=90&type=chunk) [Critical Accounting Policies](index=20&type=section&id=Critical%20Accounting%20Policies) - The Company classifies ordinary shares subject to redemption as temporary equity due to redemption rights outside of its control, in accordance with ASC 480[92](index=92&type=chunk) - Warrants issued in the IPO and private placements are classified as equity instruments based on an assessment of their terms under ASC 480 and ASC 815[93](index=93&type=chunk)[95](index=95&type=chunk) - Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture[96](index=96&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=21&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the Company is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide disclosures regarding market risk[97](index=97&type=chunk) [Item 4. Control and Procedures](index=21&type=section&id=Item%204.%20Control%20and%20Procedures) Details the effectiveness of disclosure controls and procedures and reports on changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=21&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - The Company's disclosure controls and procedures were evaluated and deemed effective as of June 30, 2023[99](index=99&type=chunk) [Changes in Internal Control over Financial Reporting](index=21&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no material changes in the Company's internal control over financial reporting during the quarter ended June 30, 2023[100](index=100&type=chunk) [PART II – OTHER INFORMATION](index=22&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=22&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings - The Company has no legal proceedings[103](index=103&type=chunk) [Item 1A. Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the Company is not required to disclose specific risk factors in this report - As a smaller reporting company, the Company is not required to make disclosures under this Item[104](index=104&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details the Initial Public Offering and private placement, including gross proceeds and funds deposited into the trust account - On July 27, 2023, the Company consummated its IPO, selling **14,950,000 units for $10.00 per unit**, generating gross proceeds of **$149,500,000**[105](index=105&type=chunk) - Simultaneously, **678,575 Private Units** were sold to the Sponsor in a private placement at **$10.00 per unit**, generating gross proceeds of **$6,785,750**[107](index=107&type=chunk) - A total of **$151,368,750** from the IPO and private placement was deposited into a trust account for the benefit of public stockholders[108](index=108&type=chunk) [Item 3. Defaults Upon Senior Securities](index=22&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - The Company has no defaults upon senior securities[110](index=110&type=chunk) [Item 4. Mine Safety Disclosures](index=22&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[111](index=111&type=chunk) [Item 5. Other Information](index=22&type=section&id=Item%205.%20Other%20Information) The Company reported no other information requiring disclosure under this item - The Company has no other information to disclose under this item[112](index=112&type=chunk) [Item 6. Exhibits](index=23&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed or incorporated by reference into this Quarterly Report, including certifications and XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Financial Officer, along with Inline XBRL documents[114](index=114&type=chunk) [SIGNATURES](index=24&type=section&id=SIGNATURES) Contains the official signatures of the Company's executive officers, certifying the accuracy and completeness of the report - The report is signed by Kenneth K.C. Wong, Chief Executive Officer, and Alex Davidkhanian, Chief Financial Officer, on September 1, 2023[120](index=120&type=chunk)