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June 14, 2023
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attn: Joseph Ambrogi and Dorrie Yale
| Re: | Keen Vision Acquisition Corporation |
Amendment No. 2 to Registration Statement on Form S-1
Filed April 24, 2023
File No. 333-269659
Dear Joseph Ambrogi and Dorrie Yale:
On behalf of our client, Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Amendment No. 2 to Registration Statement on Form S-1 filed on April 24, 2023 (the “Registration Statement”) contained in the Staff’s letter dated May 8, 2023 (the “Comment Letter”).
The Company has publicly filed an Amendment No. 3 to Registration Statement on Form S-1 (the “Amendment”) accompanying this response letter, which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Registration Statement.
Amendment No. 2 to Registration Statement on Form S-1
| Exhibits |
| 1. | We refer to your counsel’s opinion in Exhibit 5.1, and note that the legal opinion should not assume conclusions of law or material facts that are necessary for the ultimate opinion. Please file a revised Exhibit 5.1 legal opinion that does not include the assumptions set forth in paragraphs 3(e) through (i). It is also not appropriate for counsel to assume that the registration statement has been authorized by “all relevant parties” (other than you), as for example, the directors sign the registration statement. For guidance, please refer to Section II.B.3.a of Staff Legal Bulletin No. 19. We also note that counsel’s opinion references shares underlying the warrants, but such shares are not part of the registration statement. |
Response: The Company has refiled an updated counsel’s opinion in response to the Staff’s comments.
Please do not hesitate to contact Lawrence Venick at (310) 728-5129 of Loeb & Loeb LLP with any questions or comments regarding this letter.
| Sincerely, | |
| /s/ Lawrence Venick | |
| Lawrence Venick | |
| cc: Mr. Kenneth Wong |
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