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

We have neither engaged in any operations nor generated any revenues to date. Our only activities since January 7, 2025 (inception) through June March 31,30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended MarchJune 31,2026,30,2026, we had net income of $2,079,272,$2,130,992, which consisted of dividends earned on investments held in the Trust Account of $2,276,825$2,306,270 and interest earned in the operating account of $4,555,$3,080, partially offset by general and administrative costs of $202,108.$178,358.

For the period from January 7, 2025 (inception) through MarchJune 31,30, 2025, we had a net lossincome $21,762,of $776,441, which consisted of interest earned in the operating account of $3,558 and dividends earned on investments held in Trust Account of $919,363, partially offset by general and administrative costs.costs of $146,480.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $251,494.$421,558. Net income of $2,079,272$4,210,264 was affected by dividends earned on investments held in Trust Account of $2,276,825.$4,583,095. Changes in operating assets and liabilities used $53,941$48,727 of cash for operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $261,316,533$263,622,803 (including approximately $2,276,825$10,622,803 of interest income earned to date). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trusteeContinental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

As of MarchJune 31,30, 2026, we had cash held outside of the Trust Account of approximately $458,393$213,329 and a working capital surplus of $496,635. $321,357. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of MarchJune 31,30, 2026 or the completion of our Initial Public Offering. The loan of $207,494 was fully repaid upon the consummation of our Initial Public Offering on June 2, 2025. No additional borrowing is available under the IPO Promissory Note.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). As of MarchJune 31,30, 2026, we did not have any borrowings under any Working Capital Loans.

Commencing on May 28, 2025, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $22,900 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended March 31,June 30, 2026, $68,700 and $137,400 was incurred andfor this service, respectively, of which $137,400 was paid and no amount is included in accrued expenses on the accompanying condensed balance sheet. For the three months ended June 30, 2025 and for the period from January 7, 2025 (inception) through June 30, 2025, $22,900 was incurred for thesethis servicesservice underand was netted with an amount due from Sponsor on the Administrativeaccompanying Servicescondensed Agreement.unaudited condensed balance sheet.

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.