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Keen Vision Acquisition Corporation entered into a binding letter of intent with Medera Inc. and its subsidiary Novoheart Group Limited (NVH) to negotiate a replacement merger agreement. The new deal would combine NVH, a pre-clinical human disease modeling and drug discovery business, with Keen Vision, which would remain Nasdaq-listed.
The LOI sets NVH’s enterprise valuation at US$100,000,000 and requires the surviving company to have at least US$10,000,000 of available cash at closing after expenses and NVH-related debt. Cash expenses paid at closing are capped at US$700,000 for Keen Vision and US$1,300,000 for NVH, with liquidity coming from the trust account after redemptions, any PIPE financing, and NVH’s cash.
The parties aim to sign the replacement merger agreement by April 10, 2026, with closing conditions largely mirroring a prior merger agreement that has now been terminated under a mutual release. The deal must close within nine months of the LOI, and any PIPE fundraising must also be completed within nine months of signing.