Keen Vision Acquisition Corp.

This filing sharpens the deadline math for KVAC investors: the company is now relying on a July 27, 2026 final deadline, has not yet signed the replacement merger agreement, and has substantially reduced trust assets and public shares outstanding. Sponsor-backed extension notes and advances continue to fund the process, which matters for tracking sponsor commitment and potential liquidation economics. If no deal closes by the deadline, the company expects to redeem public shares from trust proceeds and warrants are expected to expire worthless.

This filing fixes the redemption clock to July 27, 2026, creating a hard deadline for either merger completion or trust liquidation. The $120,000 deposit mechanic shows precisely how sponsor contributions maintain the per-share trust balance during extensions without adding corporate debt or third-party lien exposure, preserving maximum recoverable value for redeeming shareholders. The sponsor's explicit waiver against the trust corpus ensures those funds remain legally isolated for redemptions or merger consideration only. Furthermore, the $10.00 conversion pricing establishes a fixed dilution baseline for post-transaction equity allocation, while the automatic termination trigger defines the exact end-state for sponsor capital if the extension lapses.

According to the filing, adding twenty days to the deal-negotiation window compresses the timeline between potential business combination closure and the October 27, 2026 trust redemption cutoff, which raises execution risk for sponsors who must finalize terms, secure approvals, and fund the transaction before default triggers. The substitution of a September 2024 agreement with a new LOI indicates unresolved valuation or due-diligence conditions requiring additional time. The SEC-formatted metadata embedded in the submission also records that the company’s ordinary shares carry a $0.0001 par value and its warrants carry an $11.50 exercise price. Executed by Chief Executive Officer Kenneth Ka Chun Wong, the report makes no claims about Medera Inc.’s customer base, revenue streams, market size, proprietary technology, partnerships, personnel changes, or pending litigation.

The target has fundamentally changed from Medera (valued at $622.56 million) to a smaller NVH subsidiary ($100 million enterprise value), making this a new deal requiring a new definitive agreement by a tight April 10, 2026 deadline. Heavy redemptions (about 68% of public shares by Dec 31, 2025, plus further redemptions after year-end) leave the trust at $57 million with only 4.82 million public shares potentially redeemable. The sponsor is funding extensions via promissory notes, indicating commitment but creating a large nearly $2.7 million loan that may convert to private units. The strong cash per share ($12.28) creates a redemption incentive, and the going concern qualification adds urgency. Investors should watch whether the NVH deal gets a definitive agreement in time and whether further redemption waves deplete the trust below the $10 million minimum cash condition in the LOI.

This filing replaces a failed merger framework with a binding term sheet, establishing hard April 10, 2026 and nine-month PIPE deadlines that act as immediate catalysts or liquidation triggers. According to the recitals authored by the parties and signed by CEO Kenneth KC Wong and Medera CEO Ronald A. Li, the initial termination and this structural pivot were driven by the conclusion that US biotechnology equity markets experienced high volatility in 2025, with investment sentiment plagued by concerns over FDA leadership changes, political and regulatory frameworks, the Inflation Reduction Act (IRA), and early Medicare price negotiations. The parties concluded current sentiment is 'broadly cautious and risk adverse,' prompting a shift to NVH’s self-invented bioengineered human 'mini-Heart' technology platform for pre-clinical disease modeling, drug discovery, and target validation. Management argues investor appetite has realigned toward near-term revenue-generating platforms or late-stage clinical assets. The exclusion of Medera China, the fixed US$100,000,000 valuation, and the new Note Cap for KVC Sponsor LLC materially redefine the combined company’s future capital structure and asset scope. Until the April 10, 2026 deadline passes or a proxy statement is filed, the $12.280189940629798 trust per share remains protected from deal-specific dilution, but investors must track these tight negotiating windows as binary events for the SPAC’s survival.

The redemption of 3,781,900 shares reduces the public float, while the $120,000 sponsorship deposit injects fresh capital into the Trust Account, mitigating the per-share trust depletion caused by the redemptions. The compressed timeline (April 27, 2026, extendable to July 27, 2026) replaces the prior October 27, 2026 deadline, significantly shortening the search window and raising the likelihood of liquidation if a target is not identified quickly. The $120,000 note convertibility at $10.00 per unit ties sponsor financing to future equity upside, while the stable board and auditor ratification maintain operational continuity during the restricted timeframe.

This correction materially impacts redemption tracking and extension economics by finalizing the $120,000 per quarter funding mechanism that the Sponsor will deploy to preserve the trust account through July 27, 2026. By removing clerical ambiguity around the extension fee, the document allows investors to precisely calculate how sponsor contributions will accumulate in the trust versus base redemption exposure during the six-month delay. The January 22, 2026, vote and strict January 21, 2026, revocation cutoff create an immediate decision window for shareholders weighing continued sponsorship support against imminent liquidation risks. The inclusion of the full board slate and auditor ratification further signals ongoing governance continuity while pursuing a target, with no disclosures regarding prospective customers, revenue streams, or specific deal strategies provided in this supplement.

The filing is critical because it provides the only path for KVAC to avoid liquidation after January 27, 2026. Without approval, the SPAC will wind down and return ~$11.82 per share to public shareholders. The extension gives the sponsor another six months to find a target, but the reduced extension fee signals a lower commitment or smaller trust balance. The redemption election allows investors to exit early at a slight premium to the market price ($11.75 vs $11.82). The document also reveals key risk factors from the Canadian sponsor (CFIUS concerns) and the significant ownership by institutional holders (Karpus, HGC, Berkley, Mizuho) that may influence the vote.

This extension directly impacts the redemption calendar by setting January 27, 2026 as the absolute cutoff, requiring investors to evaluate whether to redeem or hold against the remaining target-search window. The $144,670.38 zero-cost sponsorship advance preserves existing trust liquidity while mechanically increasing the per-share trust balance without immediate cash outlay. The sponsor’s $10.00-per-unit conversion pathway establishes a fixed future equity dilution trigger contingent on deal execution, while the automatic termination clause aligns sponsor exposure with liquidation risk if the deadline passes. Warrants continue trading as exercisable for one ordinary share at an exercise price of $11.50. The filing contains no disclosure regarding customers, revenue, market size, strategy pivots, technology developments, partnership announcements, or active litigation; the substantive footprint remains confined to timeline administration, sponsorship debt structuring, and trust preservation mechanics.

This filing directly impacts redemption timeline and trust value. Approval gives KVAC up to 6 more months to find a target and avoid liquidation. Redemption election must be executed at least two business days before the January 22, 2026 meeting. Per-share trust value is approximately $12.28. Sponsor's significant ownership and CFIUS risks (Canadian sponsor) are noted. If not approved, shareholders may receive trust proceeds (less expenses) after Jan 27, 2026.

This extension materially alters the redemption calendar and liquidity timeline by injecting sponsor capital into the trust, effectively delaying the default liquidation window. The December 27, 2025 maturity trigger establishes a hard boundary for public shareholder redemptions versus potential merger outcomes. The sponsor's funding demonstrates continued commitment to the search phase, while the conversion feature introduces a defined capital stack mechanic that could affect post-combination ownership percentages. Per the filing, there are no other substantive disclosures regarding customer metrics, revenue forecasts, market sizing, acquisition strategy, proprietary technology, commercial partnerships, litigation exposure, or operational personnel changes beyond the execution signatures of Chief Executive Officer WONG, Kenneth Ka Chun and Sponsor Manager WONG, Kenneth K.C.

The filing shows the SPAC is in its final weeks before the November 27, 2025, deadline to close the Medera merger. Any delay could trigger liquidation, with public shareholders receiving the elevated trust value (~$12.28/share). The large redemptions and reduced extension payments signal shareholder skepticism. The going concern qualification and negative working capital highlight the urgency. Investors must assess the likelihood of deal completion and the potential liquidation value.

For investors monitoring the 2026-10-27 search deadline and the stated trust value of $12.280189940629798 per share, this 13G/A amendment updates the institutional footprint relevant to future redemption waves, voting thresholds, and liquidity reserves. Changes in beneficial ownership directly affect the pool of redeemable public shares and candidate acquisition negotiation leverage. The document contains no substantive operating claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it is strictly a regulatory ownership disclosure sourced from the designated filers.

The extension directly alters the redemption calendar, pushing the next mandatory liquidity or dissolution checkpoint to November 27, 2025. The sponsor’s capital infusion via a convertible, non-recourse note increases short-term trust assets without accruing interest, signaling continued deal-seeking activity while capping sponsor liability. Conversion rights introduce potential future share/unit dilution solely conditioned on transaction closure. Because the promissory note explicitly waives all claims against the trust account, public shareholders’ redemption proceeds remain contractually insulated from the sponsor loan, making the November 27, 2025 deadline the definitive trigger for either a completed business combination or trust liquidation.

The extension directly resets the redemption timeline, delaying any mandatory liquidation or default trigger until the new October 27, 2025 cutoff. The $144,670.38 sponsorship deposit augments the total trust pool without altering public share ratios. Because the sponsor waived all trust recourse and the note bears zero interest, the filing indicates no subordination risk to public redemptions and no ongoing cost drag during the remaining search window. If a combination proceeds, the conversion feature at $10.00 per unit establishes a fixed capital raise mechanism that will affect post-merger equity dilution contours. No operational metrics, target pipelines, or strategic pivots are disclosed in this submission.

For investors tracking SPAC cadence, the sponsor wire directly preserves pro-rata trust liquidity and reduces near-term default risk ahead of the October 27, 2026 deadline. Because the deposit was routed to the trust rather than paid to operating accounts, it signals capital commitment without triggering a redemption window or implying an imminent merger. The filing contains no claims regarding target acquisition progress, customer pipelines, revenue forecasts, addressable market size, proprietary technology, commercial partnerships, litigation exposure, or executive turnover beyond the standard CEO attestation. Consequently, the document carries no strategic re-pricing catalysts; its sole utility for the redemption calendar and valuation model is the confirmed cash injection that sustains the existing trust architecture while the search continues.

This filing directly impacts the redemption calendar by legally extending the SPAC’s search period to September 27, 2025, delaying forced liquidation and shareholder redemptions tied to that earlier horizon. The sponsor’s $144,670.38 cash infusion into the trust preserves capital while signaling continued operational intent, though the conversion right at $10.00 per unit creates potential future equity dilution for public holders if a deal closes. The explicit waiver of trust account recourse protects public shareholders’ pro-rata trust interests from sponsor debt claims. According to the filing, no merger target, revenue projections, technology disclosures, partnership agreements, or litigation matters are presented; the registrant remains in a SEARCHING status with no announced transaction progress beyond the administrative extension and personnel signatures.

KVAC faces a hard deadline of August 27, 2025 to complete its merger with Medera. The trust value has dropped significantly due to large redemptions on July 22, 2025 (1.58 million shares redeemed). The sponsor continues to fund extensions ($1.80 million in promissory notes) but the cash burn is increasing. A working capital deficit and going concern warning suggest the deal must close very soon or the SPAC will liquidate.

The extension resets the liquidation timeline by six months while shifting immediate extension costs to the sponsor via bridge financing rather than additional public trust withdrawals. The Promissory Note attachment notes the trust account was initially established for $151,368,750 for the benefit of public stockholders and underwriters. Public warrants remain exercisable at $11.50 per share, and each unit consists of one ordinary share and one redeemable warrant, preserving the pre-IPO capital structure pending a transaction. The filing attributes the execution of the trust amendment, the promissory note, and the third amended and restated articles to Chief Executive Officer Kenneth Ka Chun Wong, indicating sponsor-aligned governance as the company continues its search. The redemption tally combined with near-unanimous extension approval signals that public shareholders preserved their right to exit while collectively permitting management additional time to locate a target without triggering an automatic distribution event.

This filing materially resets the redemption calendar and trust mechanics for KVAC investors. According to the proxy statement, the trust account held approximately $73,071,012.90 as of July 2, 2025, yielding a pro rata redemption price of approximately $11.409 per share (up from the $72,614,208.18 balance reported as of May 31, 2025). The Board explicitly states that the new $0.03-per-share monthly extension fee replaces a previously referenced $200,000 fixed monthly obligation, and lists that the sponsor has already funded nine prior extensions by issuing unsecured promissory notes of $200,000 on October 28, 2024, November 20, 2024, December 23, 2024, January 22, 2025, February 24, 2025, March 24, 2025, April 25, 2025, May 20, 2025, and June 23, 2025. Under the Articles of Association, the Board confirms KVC Sponsor LLC holds 3,737,500 founder shares originally purchased for $25,000 and acquired 615,200 private placement units at $10.00 per unit; insiders intend to vote for all proposals and have contractually waived liquidation distributions for those founder and private shares. If the amendments are rejected and no combination occurs by July 27, 2025, the filing mandates automatic liquidation and pro rata distribution of the trust balance, less taxes and up to $50,000 in dissolution expenses, after which all warrants and rights expire worthless. Additionally, the Board discloses material strategic headwinds: because Chief Executive Officer and Chairman WONG, Kenneth Ka Chun is a Canadian citizen, any U.S. acquisition could trigger CFIUS review or restrictive foreign ownership regulations under FIRRMA, potentially narrowing the viable target pool. The proxy also notes KVAC’s ordinary shares closed at $11.33 on July 2, 2025.

For shareholders monitoring the redemption calendar and trust integrity, the filing repositions the liquidation/window close date to July 27, 2025, extending the period available for public holders to evaluate or redeem their shares. The $200,000 deposit increases the trust corpus without diluting outstanding public shares, while the non-recourse, deal-contingent nature of the note shields the trust from sponsor claims and ties sponsor recovery exclusively to successful deal execution. The explicit trust waiver reinforces that the initial $151,368,750 remains protected for public redemptions or combination considerations. Outside of these financing and timeline adjustments, the filing discloses no information regarding merger targets, customer concentrations, historical or projected revenue, addressable market size, proprietary technology, commercial partnerships, pending or threatened litigation, or executive leadership changes. Investors reviewing this submission should track the July 27, 2025 milestone as the operative trigger for either a formal combination announcement or a trust distribution event.

This filing actively resets the SPAC timeline and provides an immediate liquidity mechanism for public shareholders, decoupling redemption timing from a future business combination vote. The shift to a per-share extension payment lowers the fixed cash outlay for continued operations but introduces uncertainty regarding remaining trust sufficiency post-redemption, with the Board conceding that drained funds may necessitate unaudited outside financing. Additionally, the company discloses a material strategic constraint: because the sponsor and CEO Kenneth Ka Chun Wong hold Canadian citizenship, the entity risks classification as a foreign person under U.S. regulations, potentially triggering mandatory Committee on Foreign Investment in the United States (CFIUS) reviews or blocking acquisitions in federally licensed sectors. With zero targeted businesses, revenue figures, or partnership agreements cited in the document, the filing serves primarily as a governance and timeline adjustment vehicle rather than a deal-progress update.

The extension resets the public redemption and liquidation window to June 27, 2025, directly dictating when shareholders must decide whether to hold for a potential merger or trigger redemption rights. The $200,000 trust infusion immediately alters the per-share trust value while purchasing additional months for deal sourcing. The promissory note's unconditional termination provision ensures the sponsor absorbs the full capital call risk if the new deadline expires, shielding public shareholders from additional deficiency obligations. The conversion mechanism introduces future unit dilution post-combination, though the trustee/waiver language protects remaining trust assets from sponsor recoupment claims. Governing law is expressly identified as New York, with exclusive dispute resolution in New York courts. The document contains no forward-looking projections, customer concentrations, revenue metrics, patent portfolios, partnership announcements, or active litigation disclosures; the registrant is identified solely as an emerging growth company operating under blank check preparatory rules.

KVAC faces an imminent deadline (May 27, 2025) to close its merger with Medera Inc.; failure triggers liquidation and warrants become worthless. The company lacks cash to continue and depends entirely on sponsor support. Trust value per public share has grown modestly but redemption value is fixed at $10.125 plus interest.

What changed: PRE 14A preliminary proxy statement convening an extraordinary general meeting on July 21, 2026 to vote on three proposals: a trust amendment to grant discretion to extend the liquidation deadline up to four times by three months each until July 27, 2027; a charter amendment to adopt the corresponding extended business combination deadline; and an adjournment proposal. The board states it is in the best interests of shareholders to approve an extension fee of $30,000 for each three-month extension for all remaining public shares, funded by the sponsor as a non-interest-bearing loan deposited into the Trust Account within thirty calendar days of each month. If approved, the company will pay redeeming shareholders their pro rata portion of the Trust Account, calculated two business days prior to the meeting, within ten business days after July 21, 2026. At the close of the June 24, 2026 record date, there were 5,506,521 outstanding ordinary shares. Following the July 27, 2023 IPO which generated $149,500,000 in gross proceeds at $10.00 per unit and a private placement of $6,785,750, $151,368,750 was initially placed in the Trust Account alongside $6,597,980 in offering costs. During the January 22, 2026 annual meeting, 3,781,900 shares were redeemed. The sponsor, KVC Sponsor LLC, beneficially owns approximately 77.7% of outstanding shares and intends to vote FOR all proposals. Why it matters: The extension provides additional time to locate a target but warns that withdrawing funds for redemptions will reduce the Trust Account and increase the insider percentage interest, potentially necessitating outside capital. According to KVAC’s risk factors, the sponsor is controlled by Canadian citizen Kenneth Ka Chun Wong, triggering potential CFIUS scrutiny and federal foreign ownership restrictions that could narrow the pool of eligible U.S. targets or force liquidation if approvals are delayed. Additionally, Nasdaq may delist the securities if a business combination is not completed within 36 months of the IPO, even though the charter permits a 48-month period. In a liquidation scenario, the sponsor has agreed to indemnify the company to ensure trust proceeds are not reduced below $10.15 per public share by certain third-party claims.

What changed: A routine compliance exhibit: a Limited Power of Attorney (structured as Exhibit A and Exhibit B) executed pursuant to the Securities Exchange Act of 1934, delegating SEC filing authority for beneficial ownership disclosures. Mechanics assessment: The filing makes no alterations to redemption windows, trust account distributions, extension voting procedures, business combination timelines, or sponsor governance conduct. Substance reported in the text: Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC granted Takahiro Katsura, Managing Director, Head of Global Branches & Subsidiaries Coordination Office, Global Corporate Function Coordination Department, authority to execute, amend, restate, supplement, and timely file Form 13G documents and corresponding exhibits with the SEC. Shuji Matsuura, Senior Managing Corporate Executive and Head of Global Corporate & Investment Banking for Mizuho Financial Group, Inc., and Managing Executive Officer and Head of Global Corporate & Investment Banking Division for Mizuho Bank, Ltd., signed both grants. Adam Hopkins, Chief Legal Officer and Managing Director, General Counsel for Mizuho Americas LLC and Mizuho Securities USA LLC, countersigned Exhibit B. The document catalogs principal offices at '1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan' and '1271 Avenue of the Americas, NY, NY 10020, USA'. It formally classifies the filers as 'A non-U.S. institution equivalent to Bank', 'A parent holding company', and 'A registered Broker-Dealer'. Execution is dated 5-14-2026, and the agency remains operative until mandatory 13G reporting ceases or is revoked via written notice delivered to the attorney-in-fact. Why it matters: Because this instrument is strictly an administrative signature delegation, it does not adjust the existing trust/share architecture, modify the active search deadline, signal merger progress, or reflect sponsor behavior. The disclosure confirms only that regulatory submission logistics have been centralized among designated Mizuho banking affiliates to satisfy Section 13(d) and Section 13(g) filing requirements. Investors tracking capital return parameters, valuation floors, extension votes, or target acquisition velocity should monitor separate prospectus supplements, proxy statements, tender offer notices, and definitive merger agreements rather than this procedural authorization.

What changed: Quarterly report on Form 10-Q for Keen Vision Acquisition Corp. for the quarter ended March 31, 2026, including unaudited condensed consolidated financial statements, notes, and management's discussion and analysis. KVAC remains in searching/deal-negotiation mode with no completed business combination. During the quarter it disclosed that the prior Medera merger agreement was terminated and replaced by a binding letter of intent with Medera and Novoheart Group Limited dated February 26, 2026; an April 14, 2026 amendment extended the deadline for a replacement merger agreement from April 10 to April 30, 2026, but as of May 6, 2026 the replacement agreement had not been executed. Trust assets fell from $57,003,115 at December 31, 2025 to $13,153,709 at March 31, 2026 after 3,781,900 shares were redeemed on January 22, 2026 for $44,294,337 at approximately $11.71 per share; redeemable ordinary shares fell from 4,822,346 to 1,090,446. The company made $120,000 extension deposits on January 26, 2026 and April 27, 2026, extending the combination deadline to July 27, 2026, after seventeen extensions. Extension promissory notes payable were $2,788,022 and the sponsor advance was $1,582,880 at March 31, 2026. The company reported net income of $92,087 for the quarter, a working capital deficit of $4,373,486, and stated there is substantial doubt about its ability to continue as a going concern if no business combination is completed by July 27, 2026. Why it matters: This filing sharpens the deadline math for KVAC investors: the company is now relying on a July 27, 2026 final deadline, has not yet signed the replacement merger agreement, and has substantially reduced trust assets and public shares outstanding. Sponsor-backed extension notes and advances continue to fund the process, which matters for tracking sponsor commitment and potential liquidation economics. If no deal closes by the deadline, the company expects to redeem public shares from trust proceeds and warrants are expected to expire worthless.

What changed: A Form 8-K Current Report serving as a routine compliance exhibit and definitive agreement disclosure, formally announcing a timeline extension and the issuance of a sponsor-funded promissory note. According to the filing executed by Chief Executive Officer Kenneth Ka Chun Wong, Keen Vision Acquisition Corp. extended its business combination deadline to July 27, 2026. To effectuate this extension, KVC Sponsor LLC deposited exactly $120,000 into the company’s trust account on April 27, 2026, in exchange for an unsecured promissory note the company issued on April 21, 2026. The document details that the note carries no interest, matures upon closing a business combination, and may be converted by the holder into units identical to the IPO units at a fixed price of $10.00 per unit. If a combination does not close on or before July 27, 2026, the note terminates automatically with no repayment obligation. The sponsor expressly waived all rights, titles, or claims to the trust account, which the original prospectus states was initially established at $151,368,750. The filing also confirms standard security terms, listing ordinary shares at $0.0001 par value and warrants exercisable for one ordinary share at an exercise price of $11.50. Why it matters: This filing fixes the redemption clock to July 27, 2026, creating a hard deadline for either merger completion or trust liquidation. The $120,000 deposit mechanic shows precisely how sponsor contributions maintain the per-share trust balance during extensions without adding corporate debt or third-party lien exposure, preserving maximum recoverable value for redeeming shareholders. The sponsor's explicit waiver against the trust corpus ensures those funds remain legally isolated for redemptions or merger consideration only. Furthermore, the $10.00 conversion pricing establishes a fixed dilution baseline for post-transaction equity allocation, while the automatic termination trigger defines the exact end-state for sponsor capital if the extension lapses.

What changed: A Form 8-K Current Report (routine compliance exhibit) filed under Item 1.01 disclosing the termination of a prior merger contract, the execution of a binding letter of intent, and an amendment extending the deadline to negotiate a replacement merger agreement. Per the registrant’s disclosure, Keen Vision Acquisition Corp. terminated its Merger Agreement dated September 3, 2024, and concurrently entered a binding LOI with Medera Inc. and Novoheart Group Limited. Mechanically, an amendment dated April 14, 2026, extended the contractual deadline to execute a Replacement Merger Agreement from April 10, 2026 to April 30, 2026. This filing contains no amendments to the $12.280189940629798 trust value, the October 27, 2026 liquidation deadline, or any shareholder redemption rights or procedures. Why it matters: According to the filing, adding twenty days to the deal-negotiation window compresses the timeline between potential business combination closure and the October 27, 2026 trust redemption cutoff, which raises execution risk for sponsors who must finalize terms, secure approvals, and fund the transaction before default triggers. The substitution of a September 2024 agreement with a new LOI indicates unresolved valuation or due-diligence conditions requiring additional time. The SEC-formatted metadata embedded in the submission also records that the company’s ordinary shares carry a $0.0001 par value and its warrants carry an $11.50 exercise price. Executed by Chief Executive Officer Kenneth Ka Chun Wong, the report makes no claims about Medera Inc.’s customer base, revenue streams, market size, proprietary technology, partnerships, personnel changes, or pending litigation.

What changed: Form 10-K (Annual Report) for Keen Vision Acquisition Corporation for the fiscal year ended December 31, 2025. The original Medera merger agreement (dated Sep 3, 2024) was terminated and replaced with a binding LOI dated Feb 26, 2026 with Novoheart Group Limited (a Medera subsidiary), which values NVH at $100 million and requires a replacement merger agreement by April 10, 2026. The SPAC extended through a series of amendments and deposits: Trust Amendment No. 3 (Jan 22, 2026) allows up to two three-month extensions through July 27, 2026, with $120,000 per extension; as of filing, it is extended to April 27, 2026. Sponsor loans increased: extension promissory notes payable rose to $2,668,022 (from $600,000) and advance from sponsor to $1,315,880 (from $575,085). Severe redemption: initial 14,950,000 public shares are down to 4,822,346 subject to possible redemption after two large redemptions. Trust account value dropped to $57,003,115 from $70,373,065. The auditor expressed substantial doubt about going concern. Why it matters: The target has fundamentally changed from Medera (valued at $622.56 million) to a smaller NVH subsidiary ($100 million enterprise value), making this a new deal requiring a new definitive agreement by a tight April 10, 2026 deadline. Heavy redemptions (about 68% of public shares by Dec 31, 2025, plus further redemptions after year-end) leave the trust at $57 million with only 4.82 million public shares potentially redeemable. The sponsor is funding extensions via promissory notes, indicating commitment but creating a large nearly $2.7 million loan that may convert to private units. The strong cash per share ($12.28) creates a redemption incentive, and the going concern qualification adds urgency. Investors should watch whether the NVH deal gets a definitive agreement in time and whether further redemption waves deplete the trust below the $10 million minimum cash condition in the LOI.

What changed: Form 8-K Current Report disclosing the entry into a binding Letter of Intent (Exhibit 10.1) and a Termination and Mutual Release Agreement (Exhibit 10.2) dated February 26, 2026, executed by Keen Vision Acquisition Corporation, Medera Inc., and Novoheart Group Limited. The prior Merger Agreement dated September 3, 2024, was terminated and released. Parties obligated themselves to negotiate and execute a Replacement Merger Agreement no later than April 10, 2026. The transaction now specifically targets NVH (excluding Medera China Company Limited and its subsidiaries) merging into Parent. The LOI sets NVH’s enterprise valuation at US$100,000,000 and mandates minimum Available Liquidity of not less than US$10,000,000 at closing (derived from trust funds post-redemption, PIPE proceeds, and NVH cash), net of NVH Liabilities. Cash expenses at closing are capped at US$700,000 for Parent and US$1,300,000 for NVH. Any PIPE fundraising must complete within nine months of signing. A maximum cap (Note Cap) on promissory notes to KVC Sponsor LLC was introduced. The SPAC’s trust/share value remains mechanically unchanged at $12.280189940629798 and the redemption deadline remains 2026-10-27; this filing does not amend those parameters or seek an extension. Why it matters: This filing replaces a failed merger framework with a binding term sheet, establishing hard April 10, 2026 and nine-month PIPE deadlines that act as immediate catalysts or liquidation triggers. According to the recitals authored by the parties and signed by CEO Kenneth KC Wong and Medera CEO Ronald A. Li, the initial termination and this structural pivot were driven by the conclusion that US biotechnology equity markets experienced high volatility in 2025, with investment sentiment plagued by concerns over FDA leadership changes, political and regulatory frameworks, the Inflation Reduction Act (IRA), and early Medicare price negotiations. The parties concluded current sentiment is 'broadly cautious and risk adverse,' prompting a shift to NVH’s self-invented bioengineered human 'mini-Heart' technology platform for pre-clinical disease modeling, drug discovery, and target validation. Management argues investor appetite has realigned toward near-term revenue-generating platforms or late-stage clinical assets. The exclusion of Medera China, the fixed US$100,000,000 valuation, and the new Note Cap for KVC Sponsor LLC materially redefine the combined company’s future capital structure and asset scope. Until the April 10, 2026 deadline passes or a proxy statement is filed, the $12.280189940629798 trust per share remains protected from deal-specific dilution, but investors must track these tight negotiating windows as binary events for the SPAC’s survival.

What changed: A routine compliance exhibit—specifically, a Schedule 13G/A beneficial ownership amendment filed on 2026-02-06 by Karpus Management, Inc., referenced by accession number 0001072613-26-000094. Per the filing text, no alterations to share quantities, ownership percentages, or transaction chronologies are disclosed. The document bears no mechanical impact on redemption deadlines, trust value, extension procedures, deal progress, or sponsor conduct, as it contains no operational or corporate action directives. Why it matters: Because the excerpt discloses no numerical thresholds or strategic updates, it does not influence investor redemption timing relative to the 2026-10-27 deadline, alter the stated trust value of $12.280189940629798 per share, or signal changes in merger negotiations or management behavior. The filing makes zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, requiring no revision to investor tracking models.

What changed: Form 8-K Current Report detailing the outcomes of Keen Vision Acquisition Corporation's January 22, 2026 Annual Meeting of Stockholders, including the approval of charter and trust amendments, the issuance of a promissory note to the sponsor, and the funding of a business combination extension. Per the filing, shareholders approved amendments allowing the company to extend its business combination deadline up to two additional times by three months each, requiring a $120,000 deposit into the Trust Account for each extension covering all remaining public shares. In connection with the vote, 3,781,900 shares were tendered for redemption. The company reported depositing an initial $120,000 into the Trust Account to extend the deadline to April 27, 2026, with funding provided by an unsecured promissory note issued to KVC Sponsor LLC. The final possible termination date after two extensions is July 27, 2026. Adeptus Partners, LLC was ratified as the independent auditor, and directors Kenneth Ka Chun Wong, Alex Davidkhanian, Yibing Peter Ding, William Chu, and Albert Cheung-Hoi Yu were re-elected to the board. Why it matters: The redemption of 3,781,900 shares reduces the public float, while the $120,000 sponsorship deposit injects fresh capital into the Trust Account, mitigating the per-share trust depletion caused by the redemptions. The compressed timeline (April 27, 2026, extendable to July 27, 2026) replaces the prior October 27, 2026 deadline, significantly shortening the search window and raising the likelihood of liquidation if a target is not identified quickly. The $120,000 note convertibility at $10.00 per unit ties sponsor financing to future equity upside, while the stable board and auditor ratification maintain operational continuity during the restricted timeframe.

What changed: A DEFA14A definitive additional materials filing submitted as a supplement to correct an inadvertent clerical error regarding the proposed quarterly extension fee and associated trust account mechanics in a previously filed proxy statement. According to Keen Vision Acquisition Corporation, the filing corrects the earlier definitive proxy statement to explicitly state that the Sponsor (or its designees or affiliates) must deposit $120,000 for each three-month extension into the Trust Account for all remaining public shares. The document restates Proposal 3 and Proposal 4 to amend the investment management trust agreement and memorandum and articles of association, extending the deadline to commence liquidating the trust account and consummate a business combination from January 27, 2026, to July 27, 2026, with discretion for up to two additional three-month extensions. According to the Board of Directors, the Annual General Meeting is scheduled for January 22, 2026, at 10:00 am Eastern Time in Hong Kong. The filing lists five proposals: electing five directors (Wong, Kenneth Ka Chun; Davidkhanian, Alex; Ding, Yibing Peter; Chu, William; and Yu, Albert Cheung-Hoi), ratifying Adeptus Partners, LLC as the independent auditor, approving the trust amendment, approving the charter amendment, and directing an adjournment if needed to solicit more proxies. Per the Company's instructions, shareholders who already submitted redemption requests may reverse them by contacting Continental Stock Transfer & Trust Company, and proxies must be revoked or votes changed before 11:59 pm ET January 21, 2026. Why it matters: This correction materially impacts redemption tracking and extension economics by finalizing the $120,000 per quarter funding mechanism that the Sponsor will deploy to preserve the trust account through July 27, 2026. By removing clerical ambiguity around the extension fee, the document allows investors to precisely calculate how sponsor contributions will accumulate in the trust versus base redemption exposure during the six-month delay. The January 22, 2026, vote and strict January 21, 2026, revocation cutoff create an immediate decision window for shareholders weighing continued sponsorship support against imminent liquidation risks. The inclusion of the full board slate and auditor ratification further signals ongoing governance continuity while pursuing a target, with no disclosures regarding prospective customers, revenue streams, or specific deal strategies provided in this supplement.