Keen Vision Acquisition (KVAC) - 2023 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Financial Statements Presents unaudited condensed financial statements: balance sheets, operations, equity, cash flows, and notes on organization, IPO, and accounting policies Condensed Balance Sheets | 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 | 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 | 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 | 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 NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND - Keen Vision Acquisition Corporation is a blank check company incorporated on June 18, 2021, for the purpose of a Business Combination[22] - 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] - 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] - 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] - 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][39] - 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][40] NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES - 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][42] - Warrants issued upon the Initial Public Offering and private placements are classified as equity[45][95] - 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] NOTE 3 – INITIAL PUBLIC OFFERING - 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] - Public shares include a redemption feature, requiring classification outside of permanent equity in accordance with ASC 480-10-S99[55][56] NOTE 4 – PRIVATE PLACEMENT - Simultaneously with the IPO, 678,575 Private Placement Units were sold to the Sponsor at $10.00 per unit, generating $6,785,750[57] - Private Placement Units are identical to Public Units except for certain registration rights and transfer restrictions[58] NOTE 5 – RELATED PARTY TRANSACTIONS - The Company issued 3,737,500 founder shares to initial shareholders, ensuring the Sponsor collectively owns 20% of outstanding shares after the IPO[59] - 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][61] - An affiliate of the Sponsor provides administrative services for $10,000 per month, commencing from the IPO closing date[62] NOTE 6 – SHAREHOLDERS' EQUITY - 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][64] - 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] - 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][68] NOTE 7 – COMMITMENTS AND CONTINGENCIES - 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][89] - 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][90] NOTE 8 – SUBSEQUENT EVENTS - 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's perspective on financial condition, operations, IPO, liquidity, capital resources, and critical accounting policies Overview - Keen Vision Acquisition Corporation is a blank check company formed on June 18, 2021, to effect a business combination[76] - 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][78] - Total transaction costs for the IPO amounted to $6,597,980, including underwriting commissions and other offering costs[78] Results of Operations - 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] - 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] - The Company will not generate operating revenues until the completion of its initial Business Combination[79] Liquidity and Capital Resources - As of June 30, 2023, the Company had cash of $4,664[81] - Following the IPO and private placement on July 27, 2023, $151,368,750 of net proceeds were deposited into the Trust Account[83] - 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] - 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] Off-balance sheet financing arrangements - The Company had no off-balance sheet arrangements as of June 30, 2023, and December 31, 2022[87] Contractual obligations - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[88] Registration Rights - 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] Underwriting Agreement - 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] Critical Accounting Policies - 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] - 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][95] - 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] Item 3. Quantitative and Qualitative Disclosures about Market Risk 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] Item 4. Control and Procedures Details the effectiveness of disclosure controls and procedures and reports on changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures - The Company's disclosure controls and procedures were evaluated and deemed effective as of June 30, 2023[99] Changes in Internal Control over Financial Reporting - There were no material changes in the Company's internal control over financial reporting during the quarter ended June 30, 2023[100] PART II – OTHER INFORMATION Item 1. Legal Proceedings The Company reported no legal proceedings - The Company has no legal proceedings[103] Item 1A. Risk Factors 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - 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] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities - The Company has no defaults upon senior securities[110] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[111] Item 5. Other Information The Company reported no other information requiring disclosure under this item - The Company has no other information to disclose under this item[112] Item 6. Exhibits 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] 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]