United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 13, 2023
Date of Report (Date of earliest event reported)
KEEN VISION ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | | 001-41753 | | n/a |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
37 Greenbriar Drive Summit, New Jersey | | 07901 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (203) 609-1394
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one ordinary share and one redeemable warrant to acquire one ordinary share | | KVACU | | The Nasdaq Stock Market LLC |
| Ordinary Shares, $0.0001 par value | | KVAC | | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one ordinary share at an exercise price of $11.50 | | KVACW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On September 13, 2023, the Audit Committee (the “Audit Committee”) of Board of Directors of Keen Vision Acquisition Corporation (the “Company”) dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm.
Marcum’s reports on the Company’s financial statements for the fiscal year ended December 31, 2022 and the period from June 18, 2021 (inception) through December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports expressed substantial doubt regarding the Company’s ability to continue as a going concern. Furthermore, during the Company’s fiscal year ended December 31, 2022 and the period from June 18, 2021 (inception) through December 31, 2021, there have been no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements for such periods.
For the fiscal year ended December 31, 2022 and the period from June 18, 2021 (inception) through December 31, 2021, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Marcum with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the “Commission”), and requested that Marcum furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. Marcum’s letter to the Commission is attached hereto as Exhibit 16.1.
(b) Engagement of New Independent Registered Accounting Firm
On September 13, 2023, the Audit Committee appointed Adeptus Partners, LLC (“Adeptus”) as the Company’s new independent registered public accounting firm. During the Company’s fiscal year ended December 31, 2022 and the period from June 22, 2021 (inception) through June 30, 2021, and through September 13, 2023, neither the Company nor anyone acting on the Company’s behalf consulted Adeptus with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 15, 2023 | |
| | |
| KEEN VISION ACQUISITION CORPORATION | |
| | |
| By: | /s/ WONG, Kenneth K.C. | |
| Name: | WONG, Kenneth K.C. | |
| Title: | Chief Executive Officer | |
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