Mga Batayang Estadistika
CIK | 1889983 |
SEC Filings
SEC Filings (Chronological Order)
September 2, 2025 |
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 August 27, 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 incorpor |
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August 22, 2025 |
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 August 18, 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 incorpor |
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August 22, 2025 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41753 KEEN VISION ACQUI |
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July 24, 2025 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of July 23, 2025, to the Investment Management Trust Agreement (as defined below) is made by and between Keen Vision Acquisition Corporation, a British Virgin Island corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust comp |
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July 24, 2025 |
Promissory Note dated July 23, 2025 Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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July 24, 2025 |
Third Amended and Restated Memorandum and Articles of Association of KVAC Exhibit 3.1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Keen Vision Acquisition Corporation A COMPANY LIMITED BY SHARES (Amended and Restated on [date] 2025) 1 NAME The name of the Company is Keen Vision Acquisition Corporation. 2 STATUS The Company shall be a company limited by shares. 3 REGISTERED OFFICE AND |
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July 24, 2025 |
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 July 22, 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 incorporat |
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July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit |
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June 27, 2025 |
Promissory Note dated June 23, 2025 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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June 27, 2025 |
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 incorporat |
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June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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May 23, 2025 |
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 May 20, 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 incorporati |
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May 23, 2025 |
Promissory Note dated May 20, 2025 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41753 KEEN VISION ACQU |
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April 28, 2025 |
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 April 25, 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 incorpora |
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April 28, 2025 |
Promissory Note dated April 25, 2025 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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March 28, 2025 |
Promissory Note dated March 24, 2025 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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March 28, 2025 |
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 March 24, 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 incorpora |
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March 7, 2025 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, the end of the period covered by this Annual Report on Form 10-K, Keen Vision Acquisition Corporation (the “Company,” “we,” “us,” or “our”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amen |
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March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41753 KEEN VISION ACQUISITION CORPORA |
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March 7, 2025 |
Joinder agreement to the Merger Agreement dated September 16, 2024 Exhibit 2.2 JOINDER AGREEMENT This JOINDER AGREEMENT, made and entered into as of September 16, 2024 (this “Joinder Agreement”), by and among Keen Vision Acquisition Corporation, a British Virgin Islands business company (“Parent”), Medera Inc., a Cayman Islands exempted company (the “Company”), KVAC (Cayman) Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Ac |
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February 27, 2025 |
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 24, 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 incorp |
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February 27, 2025 |
Promissory Note dated February 24, 2025 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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February 14, 2025 |
JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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January 24, 2025 |
Promissory Note dated January 22, 2025 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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January 24, 2025 |
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, 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 incorpo |
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December 26, 2024 |
Promissory Note dated December 23, 2024 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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December 26, 2024 |
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 December 23, 2024 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 incorp |
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December 18, 2024 |
Filed by Keen Vision Acquisition Corporation pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934, as amended Subject Companies: Keen Vision Acquisition Corporation (File No. 001-41753) Medera’s Novoheart and Curi Bio Partner to Transform Human-Based Cardiac Drug Screening ● Innovative Technology I |
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December 11, 2024 |
Filed by Keen Vision Acquisition Corporation pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934, as amended Subject Companies: Keen Vision Acquisition Corporation (File No. 001-41753) Medera’s Novoheart Releases Latest Cardiac Screening Innovation CTScreen v1.5 to Advance High-Throughput, Automat |
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November 26, 2024 |
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 November 20, 2024 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 incorp |
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November 26, 2024 |
Promissory Note dated November 20, 2024 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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November 20, 2024 |
Filed by Keen Vision Acquisition Corporation pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934, as amended Subject Companies: Keen Vision Acquisition Corporation (File No. 001-41753) Medera and Singapore’s Cardiovascular Disease National Collaborative Enterprise Launch Asia’s First Cardiac Gene |
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November 14, 2024 |
EX-99.B 3 d811710dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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November 14, 2024 |
SC 13G 1 schedule13gkvac111424.htm 13G KVAC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Keen Vision Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G52443119 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing |
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November 14, 2024 |
KVAC / Keen Vision Acquisition Corporation / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d811710dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Keen Vision Acquisition Corporation (Name of Issuer) Common Shares (Title of Class of Securities) G52443119 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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November 14, 2024 |
EX-99.A 2 d811710dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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November 12, 2024 |
KVAC / Keen Vision Acquisition Corporation / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d809389dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Keen Vision Acquisition Corp (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G52443119 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Stat |
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November 6, 2024 |
Filed by Keen Vision Acquisition Corporation pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934, as amended Subject Companies: Keen Vision Acquisition Corporation (File No. 001-41753) Medera Inc. to be Listed on NASDAQ Through a Merger Agreement with Keen Vision Acquisition Corporation ● Medera i |
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November 6, 2024 |
Filed by Keen Vision Acquisition Corporation pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934, as amended Subject Companies: Keen Vision Acquisition Corporation (File No. 001-41753) Medera Announces Publication of Study Utilizing Machine Learning to Enhance Next-Generation Drug Screening with H |
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November 6, 2024 |
Filed by Keen Vision Acquisition Corporation pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934, as amended Subject Companies: Keen Vision Acquisition Corporation (File No. 001-41753) Medera Announces Completion of Cohort A and Initiation of Dosing in Cohort B of MUSIC-HFpEF, a Phase 1/2a Clinica |
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November 4, 2024 |
Joinder agreement to the Merger Agreement dated September 16, 2024 Exhibit 2.2 JOINDER AGREEMENT This JOINDER AGREEMENT, made and entered into as of September 16, 2024 (this “Joinder Agreement”), by and among Keen Vision Acquisition Corporation, a British Virgin Islands business company (“Parent”), Medera Inc., a Cayman Islands exempted company (the “Company”), KVAC (Cayman) Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Ac |
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November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41753 KEEN VISION |
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October 30, 2024 |
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 October 25, 2024 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 incorpo |
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October 30, 2024 |
Promissory Note dated October 28, 2024 Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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October 30, 2024 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of October 25, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Keen Vision Acquisition Corporation, a British Virgin Island corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust c |
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October 30, 2024 |
Second Amended and Restated Memorandum and Articles of Association of KVAC Exhibit 3.1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Keen Vision Acquisition Corporation A COMPANY LIMITED BY SHARES (Amended and Restated on 28 October 2024) 1 NAME The name of the Company is Keen Vision Acquisition Corporation. 2 STATUS The Company shall be a company limited by shares. 3 REGISTERED OFFICE |
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October 24, 2024 |
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 October 24, 2024 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 incorpo |
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October 24, 2024 |
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 October 24, 2024 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 incorpo |
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October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit |
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September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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September 5, 2024 |
Form of Registration Rights Agreement Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2024, by and among Medera Inc., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company desire to enter int |
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September 5, 2024 |
Exhibit 2.1 Execution Version MERGER AGREEMENT dated September 3, 2024 by and between Medera Inc., and Keen Vision Acquisition Corporation Table of Contents Page ARTICLE I DEFINITIONS 3 1.1 Definitions 3 1.2 Construction 20 ARTICLE II REINCORPORATION MERGER 21 2.1 Reincorporation Merger 21 2.2 Reincorporation Merger Effective Time 21 2.3 Effect of the Reincorporation Merger 21 2.4 Charter Document |
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September 5, 2024 |
Company Support Agreement dated as of September 3, 2024 Exhibit 10.1 Execution Version COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of September 3, 2024 (this “Agreement”), is entered into by and among the shareholder(s) listed on Exhibit A hereto (each, a “Shareholder”), Medera Inc., a Cayman Islands company (the “Company”), and Keen Vision Acquisition Corporation, a British Virgin Islands exempted company limited by shares (“Par |
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September 5, 2024 |
Sponsor Support Agreement dated as of September 3, 2024 Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of September 3, 2024 (this “Agreement”), is entered into by and among the shareholder(s) listed on Exhibit A hereto (each, a “Shareholder”), Medera Inc., a Cayman Islands company (the “Company”), and Keen Vision Acquisition Corporation, a British Virgin Islands exempted company limited by shares (“Par |
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September 5, 2024 |
Sponsor Support Agreement dated as of September 3, 2024 Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of September 3, 2024 (this “Agreement”), is entered into by and among the shareholder(s) listed on Exhibit A hereto (each, a “Shareholder”), Medera Inc., a Cayman Islands company (the “Company”), and Keen Vision Acquisition Corporation, a British Virgin Islands exempted company limited by shares (“Par |
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September 5, 2024 |
Form of Registration Rights Agreement Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2024, by and among Medera Inc., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company desire to enter int |
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September 5, 2024 |
Exhibit 2.1 Execution Version MERGER AGREEMENT dated September 3, 2024 by and between Medera Inc., and Keen Vision Acquisition Corporation Table of Contents Page ARTICLE I DEFINITIONS 3 1.1 Definitions 3 1.2 Construction 20 ARTICLE II REINCORPORATION MERGER 21 2.1 Reincorporation Merger 21 2.2 Reincorporation Merger Effective Time 21 2.3 Effect of the Reincorporation Merger 21 2.4 Charter Document |
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September 5, 2024 |
Exhibit 99.1 Medera Inc. to be Listed on NASDAQ Through a Merger Agreement with Keen Vision Acquisition Corporation ● Medera is a clinical-stage biotechnology company focused on targeting difficult-to-treat cardiovascular diseases using a range of next-generation gene- and cell-based approaches in combination with bioengineered human mini-heart drug discovery and screening technology platforms ● T |
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September 5, 2024 |
Exhibit 99.1 Medera Inc. to be Listed on NASDAQ Through a Merger Agreement with Keen Vision Acquisition Corporation ● Medera is a clinical-stage biotechnology company focused on targeting difficult-to-treat cardiovascular diseases using a range of next-generation gene- and cell-based approaches in combination with bioengineered human mini-heart drug discovery and screening technology platforms ● T |
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September 5, 2024 |
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 September 3, 2024 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 incorp |
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September 5, 2024 |
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 September 3, 2024 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 incorp |
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September 5, 2024 |
Exhibit 10.4 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2024, by and between the undersigned (each, the “Holder”) and [Medera Inc.], a British Virgin Islands business company limited by shares (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). BACKGROUND A |
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September 5, 2024 |
Company Support Agreement dated as of September 3, 2024 Exhibit 10.1 Execution Version COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of September 3, 2024 (this “Agreement”), is entered into by and among the shareholder(s) listed on Exhibit A hereto (each, a “Shareholder”), Medera Inc., a Cayman Islands company (the “Company”), and Keen Vision Acquisition Corporation, a British Virgin Islands exempted company limited by shares (“Par |
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September 5, 2024 |
Exhibit 10.4 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2024, by and between the undersigned (each, the “Holder”) and [Medera Inc.], a British Virgin Islands business company limited by shares (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). BACKGROUND A |
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July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41753 KEEN VISION ACQUI |
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May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41753 KEEN VISION ACQU |
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April 2, 2024 |
KVAC / Keen Vision Acquisition Corporation / KVC Sponsor LLC - SCHEDULE 13G Passive Investment SC 13G 1 ea0203151-sc13gkvckeen.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 KEEN VISION ACQUISITION CORPORATION (Name of Issuer) Ordinary Share, $0.0001 par value per share (Title of Class |
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March 29, 2024 |
Exhibit 97.1 Keen Vision Acquisition Corporation (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has there |
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March 29, 2024 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, the end of the period covered by this Annual Report on Form 10-K, Keen Vision Acquisition Corporation (the “Company,” “we,” “us,” or “our”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amen |
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March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- 41753 KEEN VISION ACQUISITION CORPOR |
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March 25, 2024 |
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 March 22, 2024 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 incorpora |
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March 15, 2024 |
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 March 13, 2024 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 incorpora |
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February 14, 2024 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KEEN VISION ACQUISITION CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) G52443101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statemen |
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February 13, 2024 |
SC 13G 1 karpus-sch13g18788.htm KARPUS INVESTMENT MGT / KEEN VISION ACQUISITION CORP - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Keen Vision Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) G52443119 (CUSIP Number) December 31, 2023 (Date of Event Which Re |
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February 9, 2024 |
KVAC / Keen Vision Acquisition Corporation / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d761576dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Keen Vision Acquisition Corporation (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G52443119 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Sta |
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November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41753 KEEN VISION |
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September 15, 2023 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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 September 13, 2023 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 incor |
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September 15, 2023 |
Letter, dated September 14, 2023, from Marcum LLP addressed to the Commission. Exhibit 16.1 September 14, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Keen Vision Acquisition Corporation under Item 4.01 of its Form 8-K dated September 13, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Keen Visio |
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September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41753 KEEN VISION ACQUI |
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August 8, 2023 |
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 July 27, 2023 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 incorporat |
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August 8, 2023 |
KEEN VISION ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Exhibit 99.1 KEEN VISION ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of July 27, 2023 F-3 Notes to Financial Statement F-4 – F-12 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Keen Vision Acquisition Corporation Opinion on the Financial Statements W |
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July 27, 2023 |
Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of July 24, 2023 (“Agreement”), by and among Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a Ne |
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July 27, 2023 |
Keen Vision Acquisition Corporation Announces Pricing of $130,000,000 Initial Public Offering Exhibit 99.1 Keen Vision Acquisition Corporation Announces Pricing of $130,000,000 Initial Public Offering Summit, New Jersey – July 24, 2023 – Keen Vision Acquisition Corporation (the “Company”) announced today that it priced its initial public offering of 13,000,000 units at $10.00 per unit. The units will be listed on Nasdaq and will begin trading tomorrow, July 25, 2023, under the ticker symbo |
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July 27, 2023 |
Exhibit 99.2 Keen Vision Acquisition Corporation Announces Closing of $149,500,000 Initial Public Offering and Full Exercise of Over-Allotment Option Summit, New Jersey – July 27, 2023 – Keen Vision Acquisition Corporation (the “Company”) announced today the closing of its initial public offering of 14,950,000 units at $10.00 per unit, including 1,950,000 units pursuant to the full exercise of the |
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July 27, 2023 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 24, 2023, is made and entered into by and among Keen Vision Acquisition Corporation, a British Virgin Islands business company (the “Company”), KVC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each additional undersigned party listed on the signature page her |
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July 27, 2023 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 24, 2023, is by and between Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Com |
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July 27, 2023 |
Exhibit 3.1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Keen Vision Acquisition Corporation A COMPANY LIMITED BY SHARES (Amended and Restated on 21 July 2023) 1 NAME The name of the Company is Keen Vision Acquisition Corporation. 2 STATUS The Company shall be a company limited by shares. 3 REGISTERED OFFICE AND REGIS |
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July 27, 2023 |
Exhibit 10.5 July 24, 2023 Keen Vision Acquisition Corporation 37 Greenbriar Drive Summit, New Jersey 07901 Re: Private Placement Unit Purchase Agreement Ladies and Gentlemen: Keen Vision Acquisition Corporation (the “Company”), a blank check company formed in the British Virgin Islands for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register |
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July 27, 2023 |
Exhibit 10.6 Administrative Services Agreement This Administrative Services Agreement (the “Agreement”) dated this 24th day of July, 2023 is between KVC Sponsor LLC, herein referred to as “Service Provider” and Keen Vision Acquisition Corporation, herein referred to as “Customer”. Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, |
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July 27, 2023 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 24, 2023 by and between Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (“Trustee”). WHEREAS, the Company’s registration stateme |
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July 27, 2023 |
Exhibit 1.1 KEEN VISION ACQUISITION CORPORATION UNDERWRITING AGREEMENT July 24, 2023 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Keen Vision Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Company”), hereby co |
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July 27, 2023 |
Exhibit 10.1 July 24, 2023 Keen Vision Acquisition Corporation 37 Greenbriar Drive Summit, New Jersey 07901 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between |
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July 27, 2023 |
Exhibit 10.7 THIS INDEMNITY AGREEMENT (this “Agreement”) is made on July 24, 2023. Between: (1) KEEN VISION ACQUISITION CORPORATION, a company incorporated under the laws of the British Virgin Islands (the “Company”); and (2) Kenneth K.C. Wong, Alex Davidkhanian, Peter Ding, Ronald Li and Albert Cheung-Hoi Yu (each an “Indemnitee”). Whereas: (A) Highly competent persons have become more reluctant |
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July 27, 2023 |
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 July 24, 2023 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 incorporat |
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July 25, 2023 |
$130,000,000 KEEN VISION ACQUISITION CORPORATION 13,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-269659 $130,000,000 KEEN VISION ACQUISITION CORPORATION 13,000,000 Units Keen Vision Acquisition Corporation is a blank check company incorporated in the British Virgin Islands as a business company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorg |
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July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KEEN VISION ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) British Virgin Islands N/A (State or other jurisdiction of (I.R.S. Employer incorporation or organizatio |
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July 20, 2023 |
Keen Vision Acquisition Corporation 37 Greenbriar Drive Summit, New Jersey 07901 Keen Vision Acquisition Corporation 37 Greenbriar Drive Summit, New Jersey 07901 July 20, 2023 VIA EDGAR & TELECOPY United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N. |
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July 20, 2023 |
EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 July 20, 2023 VIA EDGAR U. |
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July 10, 2023 |
Form of Private Unit Purchase Agreement between the Sponsor and the Registrant. Exhibit 10.5 , 2023 Keen Vision Acquisition Corporation 37 Greenbriar Drive Summit, New Jersey 07901 Re: Private Unit Purchase Agreement Ladies and Gentlemen: Keen Vision Acquisition Corporation (the “Company”), a blank check company formed in the British Virgin Islands for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities un |
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July 10, 2023 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2023, is by and between Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company |
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July 10, 2023 |
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. |
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July 10, 2023 |
As filed with the U.S. Securities and Exchange Commission on July 10, 2023. As filed with the U.S. Securities and Exchange Commission on July 10, 2023. Registration No. 333-269659 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KEEN VISION ACQUISITION CORPORATION (Exact name of registrant as specified in its constitutional documents) British Virgin Islands 6770 n/a |
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July 10, 2023 |
Form of Underwriting Agreement. Exhibit 1.1 KEEN VISION ACQUISITION CORPORATION UNDERWRITING AGREEMENT , 2023 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Keen Vision Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Company”), hereby confirms |
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July 10, 2023 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2023 by and between Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Trustee”). WHEREAS, the Company’s registration statement on |
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July 10, 2023 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Keen Vision Acquisition Corporation, a British Virgin Islands business company (the “Company”), KVC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each additional undersigned party listed on the signature page hereto, |
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June 14, 2023 |
Loeb & Loeb LLP 2206-19 Jardine House 1 Connaught Road Central Main +852-3923-1111 Hong Kong SAR Fax +852-3923-1100 June 14, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N. |
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June 14, 2023 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Keen Vision Acquisition Corporation A COMPANY LIMITED BY SHARES (Amended and Restated on the [date]) 1 NAME The name of the Company is Keen Vision Acquisition Corporation. 2 STATUS The Company shall be a company limited by shares. 3 REGISTERED OFFICE AND REGISTE |
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June 14, 2023 |
As filed with the U.S. Securities and Exchange Commission on June 14, 2023. As filed with the U.S. Securities and Exchange Commission on June 14, 2023. Registration No. 333-269659 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KEEN VISION ACQUISITION CORPORATION (Exact name of registrant as specified in its constitutional documents) British Virgin Islands 6770 n/a |
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April 24, 2023 |
Form of Underwriting Agreement. Exhibit 1.1 KEEN VISION ACQUISITION CORPORATION UNDERWRITING AGREEMENT , 2023 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Keen Vision Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Company”), hereby confirms |
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April 24, 2023 |
As filed with the U.S. Securities and Exchange Commission on April 24, 2023. As filed with the U.S. Securities and Exchange Commission on April 24, 2023. Registration No. 333-269659 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KEEN VISION ACQUISITION CORPORATION (Exact name of registrant as specified in its constitutional documents) British Virgin Islands 6770 n/a |
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April 24, 2023 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Keen Vision Acquisition Corporation A COMPANY LIMITED BY SHARES (Amended and Restated on the [date]) 1 NAME The name of the Company is Keen Vision Acquisition Corporation. 2 STATUS The Company shall be a company limited by shares. 3 REGISTERED OFFICE AND REGISTE |
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April 24, 2023 |
Promissory Note dated December 31, 2022 Exhibit 10.8 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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April 24, 2023 |
Loeb & Loeb LLP 2206-19 Jardine House 1 Connaught Road Central Hong Kong SAR Main Fax +852-3923-1111 +852-3923-1100 April 24, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N. |
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March 21, 2023 |
As filed with the U.S. Securities and Exchange Commission on March 20, 2023. As filed with the U.S. Securities and Exchange Commission on March 20, 2023. Registration No. 333-269659 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KEEN VISION ACQUISITION CORPORATION (Exact name of registrant as specified in its constitutional documents) British Virgin Islands 6770 n/a |
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March 21, 2023 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2023, is by and between Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company |
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March 20, 2023 |
Loeb & Loeb LLP 2206-19 Jardine House 1 Connaught Road Central Hong Kong SAR Main Fax +852-3923-1111 +852-3923-1100 March 20, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N. |
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February 9, 2023 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among Keen Vision Acquisition Corporation, a British Virgin Islands business company (the “Company”), KVC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each additional undersigned party listed on the signature page hereto, |
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February 9, 2023 |
Exhibit 10.7 THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2023. Between: (1) KEEN VISION ACQUISITION CORPORATION, a company incorporated under the laws of the British Virgin Islands (the “Company”); and (2) [●] (“Indemnitee”). Whereas: (A) Highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they |
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February 9, 2023 |
Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS KEEN VISION ACQUISITION CORPORATION CUSIP UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE REDEEMABLE WARRANT TO PURCHASE ONE ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Keen Vision Acquisition Corporation, a British Vi |
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February 9, 2023 |
Form of Private Unit Purchase Agreement between the Sponsor and the Registrant. Exhibit 10.5 , 2023 Keen Vision Acquisition Corporation 37 Greenbriar Drive Summit, New Jersey 07901 Re: Private Unit Purchase Agreement Ladies and Gentlemen: Keen Vision Acquisition Corporation (the “Company”), a blank check company formed in the British Virgin Islands for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities un |
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February 9, 2023 |
Form of Compensation Committee Charter. Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF KEEN VISION ACQUISITION CORPORATION I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Keen Vision Acquisition Corporation (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including i |
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February 9, 2023 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2023, is by and between Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company |
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February 9, 2023 |
Form of Administrative Services Agreement between the Sponsor and the Registrant. Exhibit 10.6 Administrative Services Agreement This Administrative Services Agreement (the “Agreement”) dated this [ ] day of [ ], 2023 is between KVC Sponsor LLC, herein referred to as “Service Provider” and Keen Vision Acquisition Corporation, herein referred to as “Customer”. Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, w |
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February 9, 2023 |
Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [ ], 2023 (“Agreement”), by and among Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New Yo |
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February 9, 2023 |
Form of Nominating Committee Charter. Exhibit 99.3 Keen Vision Acquisition Corporation (the “Company”) Nominating Committee Charter (the “Charter”) The responsibilities and powers of this Nominating Committee (the “Committee”) as delegated by the Company’s Board of Directors (the “Board”) are set forth in this charter. Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the acti |
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February 9, 2023 |
Memorandum and Articles of Association. Exhibit 3.1 Territory of the British Virgin Islands The BVI Business Companies Act, 2004 memorandum and articles of association OF Central Acquisition Limited Incorporated as a BVI Business Company on 18 June 2021 Territory of the British Virgin Islands The BVI Business Companies Act 2004 Memorandum of Association of Central Acquisition Limited a company limited by Shares 1 Name 1.1 The name of th |
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February 9, 2023 |
As filed with the U.S. Securities and Exchange Commission on February 9, 2023. As filed with the U.S. Securities and Exchange Commission on February 9, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KEEN VISION ACQUISITION CORPORATION (Exact name of registrant as specified in its constitutional documents) British Virgin Islands 6770 n/a (State or other jurisd |
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February 9, 2023 |
Specimen Ordinary Share Certificate. Exhibit 4.2 SPECIMEN ORDINARY SHARE CERTIFICATE CERTIFICATE NUMBER SHARES KEEN VISION ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS ORDINARY SHARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP: IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF PAR VALUE $0.0001 PER SHARE KEEN VISION ACQUISITION CORPORATION transferable on the books |
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February 9, 2023 |
Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [●] WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) KEEN VISION ACQUISITION CORPORATION CUSIP [●] WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants |
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February 9, 2023 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2023 by and between Keen Vision Acquisition Corporation, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Trustee”). WHEREAS, the Company’s registration statement on |
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February 9, 2023 |
Form of Audit Committee Charter. Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KEEN VISION ACQUISITION CORPORATION I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Keen Vision Acquisition Corporation (the “Company”) is to oversee the accounting and financial reporting processes of the Company and its subsidiaries and the audits o |
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February 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Keen Vision Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities To be paid. |
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February 9, 2023 |
Exhibit 10.1 [ ], 2023 Keen Vision Acquisition Corporation 37 Greenbriar Drive Summit, New Jersey 07901 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 Brookline Capital Markets, a division of Arcadia Securities, LLC 600 Lexington Avenue, 33rd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivere |
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February 9, 2023 |
Exhibit 14 CODE OF ETHICS OF KEEN VISION ACQUISITION CORPORATION 1. Introduction The Board of Directors (the “Board”) of Keen Vision Acquisition Corporation (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) t |