KACLF 10-K & 10-Q changes, risk factors and insider trading

On DecemberSeptember 9,25, 2022,2024, the Company entered into thatan certain Agreementamended and Planrestated agreement and plan of Mergermerger (as it may be amended, supplemented supplemented, or otherwise modified from time to time, the “A&R Merger Agreement”), by and betweenamong the Company, KACPurchaser, Merger Sub 1, a Cayman Islands exempted companySub, and wholly owned subsidiary of the CompanyPrincipal (“Purchaser”), KAC Merger Sub 2, a Cayman Islands exempted companyShareholders, and wholly ownedBamboo subsidiary of Purchaser (“Merger Sub”), Wellous Group Limited, a Cayman Islands exempted company (the “Target”), the shareholders of the Target (each, a “Shareholder” and collectively, the “Shareholders”), and the principal beneficial owners of the Target (the “Principal Owners”),Mart, pursuant to which (a) the Company will be merged with and into Purchaser (the “Reincorporation Merger”), with Purchaser surviving the Reincorporation Merger, and (b) Merger Sub will be merged with and into theBamboo TargetMart (the “Acquisition Merger”), with theBamboo TargetMart surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the “Proposed Business Combination”). Following the Proposed Business Combination, Purchaser will be a publicly traded company. The closing of the Proposed Business Combination shall occur no later than March 31, 2025.

For the year ended June 30, 2022,2023, we had a net lossincome of $85,168,$451,465, which resulted from operatinginterest costs of $199,714 partially offset by interest income on the operating account and the investments held in a trust account (the “Trust Account”) in the amount of $114,546.$1,380,151, offset by operating costs of $928,686.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standard Update (“ASU”) No. 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that its history of losses and insufficient liquidity raise substantial doubt about the ability to continue as a going concern. In addition to if the Company does not close the Business Combination by October 16, 2023, or up to December 16, 20232024 (2436 months after the consummation of the IPO, if the time period is further extended, as described herein), the Company is required to cease all operations, redeem the public shares and thereafter liquidate and dissolve. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Net Income (Loss) Per Ordinary Share

NetThe calculation of diluted income (loss) per ordinary share isdoes computednot by dividing net income (loss) byconsider the weighted average numbereffect of ordinary shares outstanding during the period,warrants excludingissued ordinaryin sharesconnection subjectwith tothe forfeiture.(i) Initial Public Offering and (ii) the Private Placement. As of June 30, 20232024 and 2022,2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’sour financial statements.

As further approved by our shareholders at the Annual Meeting of Shareholders on December 6, 2024, we entered into an amendment, dated December 16, 2024 (the “Trust Amendment”) to the investment management trust agreement, dated December 13, 2021, as amended on December 7, 2022 and December 15, 2023, with Continental Stock Transfer & Trust Company. Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination six (6) times for an additional one (1) month each time from December 16, 2024 to June 16, 2025 by depositing into the trust account $50,000 for each one-month extension. On December 16, 2024 through FebruaryApril, 14, 2025, the Company issued 3five unsecured promissory notes, each in an amount of $50,000, to the Sponsor in exchange for Sponsor depositing depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination combination until MarchMay 16, 2025. InOn the event that a Business Combination does not close by MarchMay 16, 2025, orthe upCompany failed to properly extend the business combination period to June 16, 2025, as it did not deposit $50,000 to the trust account in order to extend the date by which it must consummate an initial business combination (the “Termination Date”) to beyond May 16, 2025. Under the Company’s Fourth Amended and noRestated amountsMemorandum willand thereafterArticles beof dueAssociation thereon.(the “Charter”), if the Company does not consummate an initial business combination by the Termination Date, the Company is required to (i) immediately commence a wind down of operations, (ii) as promptly as reasonably possible but not more than ten business days thereafter, liquidate the Trust Account and redeem all of the outstanding public ordinary shares (“Public Shares”) that were included in the units issued in its initial public offering, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining members and the directors, liquidate and dissolve.

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the period from March 24, 2021 (inception) through DecemberMarch 31, 20242025 have been organizational activities and those necessary to prepare for the Initial Public Offering Offering and, after the Initial Public Offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents held after the Initial Public Offering. WeThe Company is in process of liquidating the trust account and redeeming the Public Shares and the Business Combination is terminated. The Company expects to incur expensessignificant costs asin connection with the liquidation of trust account. The board of directors of the Company intends to seek to amend the Charter to remove the obligation to liquidate and dissolve the Company, such that the Company may remain listed on the OTC Markets and allow it to seek alternative opportunities, including potentially a resultmerger, ofcapital beingstock aexchange, publicasset companyacquisition, (forstock legal,purchase, financialreorganization reporting,or accountingsimilar andbusiness auditingcombination compliance),with asone wellor asmore for due diligence expenses.businesses.

For the three months ended DecemberMarch 31, 2024,2025, we had net loss of $195,458,$60,106, which resulted from operating costs of $372,256,$169,870, offset by interest income on the operating account and the cash held in a trust account (the “Trust Account”) in the amount of $176,798.$109,764.

For the sixnine months ended DecemberMarch 31, 2024,2025, we had net loss of $212,349,$272,455, which resulted from operating costs of $603,030,$772,900, offset by interest income on the operating account and the cash held in the Trust Account in the amount of $390,681.$500,445.

For the three months ended DecemberMarch 31, 2023,2024, we had net income of $81,134,$46,544, which resulted from interest income on the operating account and and the investmentscash held in thea Trust Account in the amount of $307,533,$204,839, offset by operating costs of $226,399.$158,295.

For the sixnine months ended DecemberMarch 31, 2023,2024, we had net income of $23,319,$69,863, which resulted from interest income on the operating account and the cash and investments held in thea Trust Account in the amount of $607,201,$812,041, offset by operating costs of $583,883.$742,178.

For the sixnine months ended DecemberMarch 31, 2024,2025, net cash used in operating activities was $236,644,$264,956, which was due to net loss of $212,349$272,455 and interest interest income on investments held in the Trust Account of $390,681,$500,445, partially offset by changes in operating assets and liabilities of $366,386.$507,944.

For the sixnine months ended DecemberMarch 31, 2023,2024, net cash used in operating activities was $405,550,$500,040, which was due to net income of $23,319$69,863 and interest income on investments held in the Trust Account of $607,201,$812,040, partially offset by changes in operating assets and liabilities of $178,332.$242,137.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standard Update (“ASU”) No. 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management management has determined that its history of losses and insufficient liquidity raise substantial doubt about the ability to continue as a going concern. In addition to if the Company does not close the Business Combination by upSeptember to30, June 16, 20252025, (as extended pursuant to A&R Merger Agreement dated DecemberMay 14,9, 20242025, 2025), the Company is required to cease all operations, redeem the public shares and thereafter liquidate and dissolve. The board of directors of the Company intends to seek to amend the Charter to remove the obligation to liquidate and dissolve the Company The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We did not have any off-balance sheet arrangements as of DecemberMarch 31, 2024.2025.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. As of DecemberMarch 31, 2024 2025 and June 30, 2024, we did not have any critical accounting estimates to be disclosed.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company isexpects currentlythat evaluatingadopting theASU 2023-07 will not have a material impact on its financial position, results of adopting ASUoperations 2023-07.or cash flows.