KACLF — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2025-07-16

• On May 9, 2025, the Company entered into an amended and restated agreement and plan of merger (as it may be amended, supplemented, or otherwise modified from time to time, the “A&R Merger Agreement III”), by and among the Company, Purchaser, Merger Sub, the Principal Shareholders, and Bamboo Mart, p…

• 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…

• The Company is in process of liquidating the trust account and redeeming the Public Shares. The proceeds of the trust account are now held in a trust operating account at Citibank, N.A, for the purpose of disbursement to the holders of the Public Shares. Record holders will receive their pro rata po…

• 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 merger, capital stock exchange…

• On May 9, 2025, the Company entered into an amended and restated agreement and plan of merger (as it may be amended, supplemented, or otherwise modified from time to time, the “A&R Merger Agreement III”), by and among the Company, Purchaser, Merger Sub, the Principal Shareholders, and Bamboo Mart, p…

Text removed vs the prior filing · source: 10-Q · 2025-02-19

• 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…

• In addition to the merger consideration to $188,000,000 to be received in connection with the Acquisition Merger, the Bamboo Shareholders have the right to receive “Earnout Consideration” (as defined in the A&R Merger Agreement) of up to 8,554,455 shares of the Purchaser Ordinary Shares as follows:

• (i) if the volume-weighted average price (“VWAP”) is equal to or greater than $12.50 per share for any 20 out of 30 consecutive trading days within three years after the Closing Date, Purchaser shall issue to the Bamboo Shareholders 1,099,010 Purchaser Ordinary Shares;

• (ii) if the VWAP is equal to or greater than $15.00 per share for any 20 out of 30 consecutive trading days within three years after the Closing Date, in addition to the issuance of the Earnout Shares set forth in subparagraph (i) above, Purchaser shall issue to the Bamboo Shareholders 1,099,010 Pur…

• (iii) if the VWAP is equal to or greater than $17.50 per share for any 20 out of 30 consecutive trading days within three years after the Closing Date, in addition to the issuance of the Earnout Shares set forth in subparagraphs (i) and (ii) above, Purchaser shall issue to the Bamboo Shareholders 73…

Text added vs the prior filing · source: 10-Q · 2025-07-16

• The Company needs to implement disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports are recorded, proces…

• As of March 31, 2025, the Chief Executive Officer carried out an assessment, of the effectiveness of the design and operation of our then existing disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). As of the date of this assessment, the Chief Executive Officer…

• This Form 10-Q does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange…

Text removed vs the prior filing · source: 10-Q · 2025-02-19

• As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon their evaluation, our Chief …

Text removed vs the prior filing · source: 10-Q · 2025-02-19

• 31.2 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

• 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.