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Correspondence 0001213900-23-055808 from Keen Vision Acquisition Corp. (KVAC, KVACU, KVACW) (CIK 0001889983) (KVAC)

Keen Vision Acquisition Corp. (KVAC, KVACU, KVACW) (CIK 0001889983)
Date: July 10, 2023 · CIK: 0001889983 · Accession: 0001213900-23-055808

AI Filing Summary & Sentiment

File numbers found in text: 333-269659

Referenced dates: June 21, 2023

Date
July 10, 2023
Author
/s/ Lawrence Venick
Form
CORRESP
Company
Keen Vision Acquisition Corp. (KVAC, KVACU, KVACW) (CIK 0001889983)

Letter

United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Re: Keen Vision Acquisition Corporation Amendment No. 3 to Registration Statement on Form S-1 Filed June 14, 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. 3 to Registration Statement on Form S-1 filed on June 14, 2023 (the “Registration Statement”) contained in the Staff’s letter dated June 21, 2023 (the “Comment Letter”).

The Company has publicly filed an Amendment No. 4 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. 3 to Registration Statement on Form S-1

Exhibits

1. We acknowledge the counsel's revised opinion in Exhibit 5.1. However, the assumption in paragraph 2(d) continues to inappropriately assume material facts underlying the opinion. Please file a further revised opinion.

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

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CORRESP
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Loeb & Loeb LLP

2206-19 Jardine House 1

Connaught Road Central

Hong Kong SAR

Main   +852-3923-1111

Fax +852-3923-1100

July 10, 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. 3 to Registration Statement on Form S-1

    Filed June 14, 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. 3 to Registration Statement
on Form S-1 filed on June 14, 2023 (the “Registration Statement”) contained in the Staff’s letter dated June 21, 2023
(the “Comment Letter”).

The Company has publicly filed an Amendment No.
4 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. 3 to Registration Statement on Form S-1

Exhibits

    1.
    We acknowledge the counsel's revised opinion in Exhibit 5.1. However, the assumption in paragraph 2(d) continues to inappropriately assume material facts underlying the opinion. Please file a further revised opinion.

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

Los Angeles New York Chicago Nashville Washington, DC San Francisco
Beijing Hong Kong www.loeb.com

For the United States offices, a limited liability partnership including
professional corporations. For Hong Kong office, a limited liability partnership.