[8-K] Keen Vision Acquisition Corporation Warrant Reports Material Event

Rhea-AI Filing Summary

Keen Vision Acquisition (Nasdaq:KVAC) filed an 8-K after issuing a $200,000 unsecured, interest-free promissory note to its Sponsor on 23 Jun 2025. The cash was deposited into the SPAC trust, allowing the company to extend its business-combination deadline to 27 Jul 2025.

The note is convertible at the Sponsor’s option into units identical to the IPO units—one ordinary share and one warrant—at $10.00 per unit, and it matures upon completion of a business combination. Disclosures are made under Items 1.01 and 2.03; Exhibit 10.1 contains the full note.

• No interest expense will accrue, preserving cash.
• Creates an unsecured obligation until conversion or repayment.
• Extension reduces near-term liquidation risk but introduces potential dilution for public shareholders.

Positive

• Deadline extended to 27 Jul 2025, removing immediate liquidation risk and preserving option value for shareholders.

Negative

• Promissory note is convertible into units at $10, introducing dilution risk for existing shareholders.
• Creates a $200,000 direct obligation, signalling reliance on sponsor funding to sustain operations.

Insights

SPAC Analyst

TL;DR: Sponsor loan buys KVAC one month; dilution trade-off for survival.

The $200k note is modest versus the typical ~$100 M trust, yet critical: without it, the SPAC would have liquidated in June. By pushing the deadline to 27 Jul 2025, management preserves the option to announce a transaction—maintaining warrant value and upside for unit holders. Because the note converts at $10, any conversion would slightly dilute existing equity but at a valuation consistent with IPO pricing, limiting economic drag. Absence of interest keeps trust earnings intact. Net effect is neutral: survival benefit balanced by incremental dilution and a still-tight timeline to secure a target.

Risk Analyst

TL;DR: Extension lowers liquidation risk but signals deal-execution uncertainty.

The filing confirms KVAC needed sponsor support to avoid dissolution, implying limited near-term visibility on a business combination. Although the liability is small and interest-free, convertibility into units creates future overhang and potential warrant supply. Investors should monitor: 1) progress toward announcing a target before the new July deadline, and 2) whether additional extensions or loans follow, which could cumulatively erode per-share trust value through dilution and administrative costs. With no new target named, overall impact is risk-neutral pending further developments.

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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

June 23, 2025

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.

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 23, 2025, Keen Vision Acquisition Corporation (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $200,000 (the “Note”) to KVC Sponsor LLC, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor depositing such amount into the Company’s 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 8.01 Other Events

The Company extended the business combination period to July 27, 2025, by depositing $200,000 to the trust account.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Promissory Note dated June 23, 2025
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: June 27, 2025	Keen Vision Acquisition Corporation
	By:	/s/ WONG, Kenneth Ka Chun
	Name:	WONG, Kenneth Ka Chun
	Title:	Chief Executive Officer

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FAQ

Why did [[**KVAC**]] extend its business-combination deadline?

The SPAC used a $200,000 sponsor deposit to push the deadline to 27 Jul 2025, giving more time to finalize a merger.

What are the terms of [[**KVAC**]]'s new promissory note?

The note is unsecured, interest-free, matures at business-combination close, and is convertible at $10 per unit.

Does the note carry any interest for [[**KVAC**]]?

No. The promissory note is explicitly non-interest bearing.

When does [[**KVAC**]]'s promissory note mature?

It matures upon the closing of a business combination; if no deal closes, repayment terms are not specified beyond conversion or liquidation scenarios.

How much additional dilution could [[**KVAC**]] face if the note converts?

If fully converted, the Sponsor would receive 20,000 units (one share + one warrant each), modest relative to publicly held shares but still dilutive.