3.78M KVAC (NASDAQ: KVAC) shares redeemed as merger deadline extended

Rhea-AI Filing Summary

Keen Vision Acquisition Corporation updated investors on its efforts to extend the time available to complete a business combination. Shareholders approved an amendment to the company’s Investment Management Trust Agreement and its memorandum and articles of association, allowing up to two additional three‑month extensions of the business combination deadline from January 27, 2026 to July 27, 2026, in each case by depositing $120,000 into the trust account.

To fund the initial extension, the sponsor provided $120,000 via an unsecured promissory note that bears no interest, matures at the closing of a business combination, and can be converted into units at $10.00 per unit. In connection with the annual meeting vote, 3,781,900 ordinary shares were tendered for redemption, and the company has deposited the initial $120,000 to extend the deadline to April 27, 2026. Shareholders also re‑elected five directors and ratified Adeptus Partners, LLC as auditor.

Insights

SPAC and capital structure analyst

KVAC secured more time for a deal, funded by sponsor support and saw significant share redemptions.

Keen Vision Acquisition Corporation obtained shareholder approval to amend both its trust agreement and charter so it can extend the business combination period up to two times, each by three months, from January 27, 2026 to July 27, 2026 by depositing $120,000 per extension into the trust account. This keeps the SPAC vehicle active longer while preserving the trust structure that backs remaining public shares.

The sponsor agreed to fund the first extension through a $120,000 unsecured promissory note that carries no interest, is due at the closing of a business combination, and is convertible into units at $10.00 per unit, which may modestly increase potential dilution if converted. At the same time, 3,781,900 ordinary shares were redeemed in connection with the vote, which reduces the public float and the cash held for a future transaction, with the eventual impact depending on the size and structure of any business combination KVAC may pursue.

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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

January 22, 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

Amendment to the Investment Management Trust Agreement

As approved by its shareholders at the annual meeting of stockholders held on January 22, 2026 (the “Annual Meeting”), Keen Vision Acquisition Corporation (“KVAC”) entered into an amendment to the Investment Management Trust Agreement, with Continental Stock Transfer & Trust Company (the “Trust Amendment”) dated as of January 22, 2026. Pursuant to the Trust Amendment, KVAC has the right to extend the time for KVAC to complete its business combination (the “Business Combination Period”) under the Trust Agreement up to two additional times, each by a period of three months, from January 27, 2026 to July 27, 2026 by depositing into the Company’s trust account (the “Trust Account”) $120,000 for each three-month extension for all remaining public shares (the “Extension Payment”).

The foregoing description of the Trust Amendment is qualified in its entirety by reference to the full text of the Trust Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

Promissory Note

On January 26, 2026, the Company issued an unsecured promissory note in the aggregate principal amount of $120,000 (the “Note”) to KVC Sponsor LLC, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor depositing such amount into the Trust Account in order to extend the amount of time it has available to complete a business combination. The Note does not bear interest and matures upon the closing of a business combination by the Company. In addition, the Note may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

As approved by its shareholders at the Annual Meeting, KVAC filed its fourth amended and restated memorandum and articles of association (the “M&AA”) with the British Virgin Islands Registry on January 26, 2026.

The foregoing description of KVAC’s M&AA is qualified in its entirety by reference to the full text of KVAC’s M&AA, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 22, 2026, KVAC held the Annual Meeting. On December 29, 2025, the record date for the Annual Meeting, there were 9,238,421 ordinary shares of KVAC entitled to be voted at the Annual Meeting, of which 8,297,973, or approximately 89.82% of the total outstanding ordinary shares of KVAC, were represented in person or by proxy; therefore, a quorum was present.

1. Election of Directors

At the Annual Meeting, all of the following five nominees were elected to KVAC’s Board of Directors, in accordance with the voting results listed below, to serve until the next Annual Meeting and until their successors have been duly elected and have qualified.

Nominee		For				Withheld				Broker  Non-Vote
WONG, Kenneth Ka Chun			7,294,186				1,003,787				0
DAVIDKHANIAN, Alex			7,294,186				1,003,787				0
DING, Yibing Peter			7,294,186				1,003,787				0
CHU, William			7,294,186				1,003,787				0
YU, Albert Cheung-Hoi			7,294,186				1,003,787				0

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2. Auditor Appointment

At the Annual Meeting, the shareholders voted to ratify the appointment of Adeptus Partners, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

FOR		AGAINST		ABSTAIN
7,294,186		1,003,787		0

3. Trust Amendment

Shareholders approved the proposal to amend KVAC’s Investment Management Trust Agreement by and between KVAC and Continental Stock Transfer & Trust Company, dated as of July 24, 2023, giving KVAC the right to extend the Business Combination Period up to two additional times, each by a period of three months, from January 27, 2026 to July 27, 2026 by depositing into the Trust Account $120,000 for each three-month extension for all remaining public shares. Adoption of the Trust Amendment required approval by the affirmative vote of at least 50% of the outstanding shares. The voting results were as follows:

FOR		AGAINST		ABSTAIN
6,961,132		1,336,841		0

4. Charter Amendment

Shareholders approved the proposal to amend KVAC’s M&AA, giving KVAC the right to extend the Business Combination Period up to two additional times, each by a period of three months, from January 27, 2026 to July 27, 2026 by depositing into the Trust Account $120,000 for each three-month extension for all remaining public shares. The approval of the Charter Amendment Proposal requires a resolution of members under the M&AA, being the affirmative vote of a majority of the Company’s ordinary shares issued and outstanding and entitled to vote and which are present (in person or by proxy) at the Meeting and which voted on the matter is required. The voting results were as follows:

FOR		AGAINST		ABSTAIN
6,961,132		1,336,841		0

Item 8.01. Other Events.

In connection with the shareholders’ vote at the Annual Meeting, 3,781,900 shares were tendered for redemption.

KVAC has deposited the initial payment of $120,000 in the Trust Account, to initially extend the date by which the Company can complete an initial business combination by three months to April 27, 2026.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
3.1		Fourth Amended and Restated Memorandum and Articles of Association of KVAC
10.1		Amendment to the Investment Management Trust Agreement between KVAC and Continental Stock Transfer & Trust Company dated January 22, 2026
10.2		Promissory Note dated January 26, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 26, 2026	Keen Vision Acquisition Corporation
	By:	/s/ WONG, Kenneth Ka Chun
	Name:	WONG, Kenneth Ka Chun
	Title:	Chief Executive Officer

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FAQ

What did KVAC (KVAC) shareholders approve regarding the business combination deadline?

Shareholders approved changes to the trust agreement and memorandum and articles of association that give KVAC the right to extend the business combination period up to two additional times, each by three months, from January 27, 2026 to July 27, 2026, by depositing $120,000 into the trust account for each extension.

How will Keen Vision Acquisition Corporation fund its initial extension?

On January 26, 2026, KVAC issued an unsecured promissory note for $120,000 to KVC Sponsor LLC in exchange for the sponsor depositing that amount into the trust account to extend the time available to complete a business combination.

What are the key terms of KVAC’s $120,000 promissory note to the sponsor?

The $120,000 note bears no interest, matures upon the closing of a business combination and may be converted by the holder into units of KVAC identical to those from the IPO at a price of $10.00 per unit.

How many Keen Vision (KVAC) shares were redeemed at the annual meeting?

In connection with the shareholders’ vote at the annual meeting, 3,781,900 ordinary shares of KVAC were tendered for redemption.

Who was elected to KVAC’s board of directors at the annual meeting?

Shareholders elected five nominees—Kenneth Ka Chun Wong, Alex Davidkhanian, Yibing Peter Ding, William Chu and Albert Cheung-Hoi Yu—to serve until the next annual meeting and until their successors are duly elected and qualified.

Which audit firm did KVAC shareholders ratify for the 2025 fiscal year?

Shareholders ratified the appointment of Adeptus Partners, LLC as Keen Vision Acquisition Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

To what date has KVAC initially extended its business combination deadline?

After depositing the initial $120,000 extension payment into the trust account, KVAC extended the date by which it can complete an initial business combination by three months to April 27, 2026.