false
0001889983
00-0000000
NJ
0001889983
2026-02-26
2026-02-26
0001889983
KVAC:UnitsEachConsistingOfOneOrdinaryShareAndOneRedeemableWarrantToAcquireOneOrdinaryShareMember
2026-02-26
2026-02-26
0001889983
KVAC:OrdinaryShares0.0001ParValueMember
2026-02-26
2026-02-26
0001889983
KVAC:WarrantsEachExercisableForOneOrdinaryShareAtExercisePriceOf11.50Member
2026-02-26
2026-02-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
February
26, 2026
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
1.01 Entry into a Material Definitive Agreement.
On
February 26, 2026, Keen Vision Acquisition Corporation, a British Virgin Islands business company limited by shares (“Parent”),
entered into a binding letter of intent (“LOI”) with Medera Inc., a Cayman Islands exempted company (“Company”),
and Novoheart Group Limited, a British Virgin Islands company and wholly owned subsidiary of the Company (“NVH”). The LOI
replaces the prior Merger Agreement dated September 3, 2024, which was terminated concurrently with execution of the LOI pursuant to
a mutual release agreement entered into by the parties.
Under
the LOI, Parent and NVH have agreed to use their best efforts to negotiate and execute a replacement merger agreement (“Replacement
Merger Agreement”) no later than April 10, 2026. The Replacement Merger Agreement will be based on the terms and conditions of
the prior Merger Agreement, modified as necessary to reflect the parties’ current agreements set forth in the LOI. The contemplated
transaction involves a merger of NVH, which is principally engaged in pre-clinical human disease modeling, drug discovery, and related
technologies, with and into Parent, with Parent as the surviving company and listed on Nasdaq. The final acquisition structure and jurisdiction
of the combined company will be determined following due diligence and will be optimized for tax outcomes for existing equity holders
of Parent and NVH.
The
LOI sets NVH’s enterprise valuation at US$100,000,000. The Replacement Merger Agreement will provide that, at closing, the surviving
company must have available cash, after payment of transaction expenses and net of any indebtedness of, or guaranteed by, NVH (“NVH
Liabilities”), of not less than US$10,000,000. Available liquidity will include funds from Parent’s trust account (after
all redemptions), proceeds from any private investment in public equity (“PIPE”) fundraising, and NVH’s balance sheet
cash. Cash expenses to be paid at closing are capped at US$700,000 for Parent and US$1,300,000 for NVH.
Any
PIPE fundraising must be completed within nine months of signing the LOI. The aggregate principal amount of all promissory notes issued
or to be issued to KVC Sponsor LLC, Parent’s IPO sponsor, is subject to a mutually agreed maximum cap, as will be detailed in the
Replacement Merger Agreement. Except for the PIPE closing requirement, conditions for closing will be substantially consistent with those
in the prior Merger Agreement. The Replacement Merger Agreement will terminate if its closing conditions are not satisfied within nine
months from the signing of the LOI.
Following
execution of the LOI, Parent and NVH are obligated to use their best efforts, subject to applicable fiduciary duties, to seek approval
from their respective boards of directors and shareholders for the transactions contemplated, including the NVH business combination
with Parent. The LOI will terminate and be of no further force or effect upon the earliest of (a) execution of the Replacement Merger
Agreement, (b) mutual written agreement of the parties, or (c) if the Replacement Merger Agreement is not executed by Parent and NVH
on or before April 10, 2026.
In
connection with the execution of the LOI, the parties also executed a standard termination and mutual release agreement relating to the
current Merger Agreement between the Parent and Company.
Copies
of the LOI and the termination and mutual release agreement attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and
are incorporated herein by reference. The foregoing summary of the LOI and the termination and mutual release agreement is not intended
to be complete and is qualified in its entirety by reference to the full text of the LOI and the termination and mutual release agreement,
which is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Letter of Intent dated February 26, 2026 entered by and between the Parent and the Company |
| 10.2 |
|
Termination and Mutual Release Agreement entered by and between the Parent and the Company dated February 26, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 2, 2026 |
Keen Vision
Acquisition Corporation |
| |
|
|
| |
By: |
/s/
WONG, Kenneth Ka Chun |
| |
Name: |
WONG, Kenneth Ka Chun |
| |
Title: |
Chief Executive Officer |
