SEC Comment Letter 0000000000-23-004835 to Keen Vision Acquisition Corp. (KVAC, KVACU, KVACW) (CIK 0001889983) (KVAC)
Keen Vision Acquisition Corp. (KVAC, KVACU, KVACW) (CIK 0001889983)
Date: May 9, 2023 · CIK: 0001889983 · Accession: 0000000000-23-004835
AI Filing Summary & Sentiment
File numbers found in text: 333-269659
Letter
United States securities and exchange commission logo May 8, 2023 Kenneth Wong Chief Executive Officer Keen Vision Acquisition Corp. 37 Greenbriar Drive Summit, NJ 07901 Re:Keen Vision Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed April 24, 2023 File No. 333-269659 Dear Kenneth Wong: We have reviewed your amended registration statement and have the following comment. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to the comment, we may have additional comments. 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.
FirstName LastNameKenneth Wong Comapany NameKeen Vision Acquisition Corp. May 8, 2023 Page 2 FirstName LastName Kenneth Wong Keen Vision Acquisition Corp. May 8, 2023 Page 2 You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Joseph Ambrogi at 202-551-4821 or Dorrie Yale at 202-551-8776 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Lawrence Venick, Esq.
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United States securities and exchange commission logo
May 8, 2023
Kenneth Wong
Chief Executive Officer
Keen Vision Acquisition Corp.
37 Greenbriar Drive
Summit, NJ 07901
Re:Keen Vision Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 24, 2023
File No. 333-269659
Dear Kenneth Wong:
We have reviewed your amended registration statement and have the following
comment. In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
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.
FirstName LastNameKenneth Wong
Comapany NameKeen Vision Acquisition Corp.
May 8, 2023 Page 2
FirstName LastName
Kenneth Wong
Keen Vision Acquisition Corp.
May 8, 2023
Page 2
You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters. Please
contact Joseph Ambrogi at 202-551-4821 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Lawrence Venick, Esq.