KVAC SEC filings, in plain English
Everything Keen Vision Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: 10-Q quarterly report for Keen Vision Acquisition Corp. (KVAC) for the period ended June 30, 2026. Trust value per share remained high at $12.28, but trust account dropped from $57M to $13.4M due to redemptions of 3,781,900 shares in January 2026 and 913,666 shares in July 2026. The company was delisted from Nasdaq on August 3, 2026 and now trades OTC. The prior merger agreement with Medera was terminated and replaced by a binding LOI with Novoheart Group Limited (Medera subsidiary). The deadline is extended to October 27, 2026 (18th extension). The company has a working capital deficit of $4.6M and a going concern warning. Why it matters: Investors need to track the rapid trust depletion, delisting, and the uncertain status of the new deal with Novoheart. The company's ability to complete a business combination by October 27, 2026 is in doubt, and the delisting reduces liquidity. The sponsor continues to fund extensions, but the trust may not cover redemptions at current levels.
What changed vs 2026-05-08deadline 2026-07-27 → 2026-10-27combination deadline, trust account, going-concern doubt +11 moved · 3 with no prior record of ours
- Combination deadline
- 2026-07-272026-10-27
- Trust account
- $57.0M · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 1.09M · unchanged
SpacBrain reads this as 92 days later than the previous record.
The clause …“Related Party Extensions Loan The Company will have to consummate a Business Combination by October 27, 2026. However, if the Company anticipates that it may not be able to consummate a Business Combination within 21 months”…
The clause “Description 2025 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account $ 57,003,115 $ 57,003,115 $ - $ - ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, Income”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a Business Combination is not consummated by October 27, 2026 (unless further”…
The clause “IES 7,711,676 7,047,398 Commitments and contingencies (Note 7) Ordinary shares, 1,090,446 and 4,822,346 shares subject to possible redemption issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 13,390,884”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K Current Report (Item 3.01) notifying regulators and market participants of a Nasdaq delisting notice and impending transfer of listing. First, this document is a routine compliance exhibit reporting a written notice received on July 27, 2026, from Nasdaq staff indicating Keen Vision Acquisition Corp.’s units, ordinary shares, and warrants face suspension and delisting from the Nasdaq Global Market beginning at the opening of business on August 3, 2026. Regarding mechanics, the filing attributes the action to three specific failures: non-compliance with the 36-month business combination completion mandate under Nasdaq IM-5101-2, dropping below the minimum 1,100,000 publicly held shares threshold under Listing Rule 5450(b)(2)(B), and falling under the minimum 400 total holders requirement under Listing Rule 5450(a)(2). Per the filing, executed by Chief Executive Officer Kenneth Ka Chun Wong on July 30, 2026, the company will not request a hearing before the Nasdaq Hearings Panel or appeal the determination. A Form 25-NSE will be submitted to remove the securities from registration. Finally, regarding other substance, the registrant states its securities are expected to trade over-the-counter (OTC) upon delisting and asserts an intention to apply to relist on Nasdaq once a potential business combination closes. No extension proposal, revised redemption price, sponsor funding commitment, or target acquisition details are disclosed in this submission. Why it matters: For investors tracking redemption windows and trust preservation, the Nasdaq notice confirms the operational merger window has expired without a completed transaction, directly triggering scrutiny of the disclosed trust value of $12.280189940629798 per share against the stated deadline of 2026-10-27. The August 3, 2026 suspension date abruptly removes primary exchange liquidity, signaling that any remaining shareholder exit route will likely shift to direct cash settlement or warrant exercise outside traditional order books. Management’s explicit decision not to appeal and immediate pivot to OTC trading suggests sponsor conduct favors administrative winding down or pursuing an unlisted merger rather than defending exchange compliance. This filing serves as the procedural precursor to final distribution protocols; absent a subsequent proxy or tender offer filing, it strongly indicates the trust corpus will soon enter liquidation unless a merger formally closes before the October deadline.
What changed: A Form 8-K Current Report embedded within a DEFA14A filing, disclosing a Nasdaq delisting notice. On July 27, 2026, Nasdaq staff notified the Company that its units, ordinary shares, and warrants would be suspended and delisted effective August 3, 2026. Nasdaq staff cited non-compliance with three listing standards: the rule requiring completion of a business combination within 36 months of the IPO registration statement’s effectiveness, the requirement to maintain 1,100,000 publicly held shares under Listing Rule 5450(b)(2)(B), and the requirement to maintain 400 total holders under Listing Rule 5450(a)(2). Chief Executive Officer Kenneth Ka Chun Wong signed the report confirming the Company will not appeal and that a Form 25-NSE will be filed to remove the securities from Nasdaq listing and registration. Trading suspension is set to take effect at the opening of business on August 3, 2026. Management did not report any changes to the trust account balance, sponsor extension proposals, or warrant exercise mechanics. Why it matters: The documented fall below the 1,100,000 public share and 400 holder thresholds indicates severe shareholder exits ahead of the Company’s statutory expiration window, which directly alters the redemption calculus and likely depletes the trust capital available to back a future target. Nasdaq’s enforcement action on the 36-month merger deadline confirms the original SPAC timeline has lapsed without a transaction, triggering potential governance disputes and limiting access to public equity markets. Management stated it intends to apply for Nasdaq listing in connection with closing a potential business combination, but the immediate transition to over-the-counter trading removes institutional liquidity infrastructure and typically fragments pricing for SPAC units and warrants. Because the filing addresses only exchange compliance and makes no disclosures regarding trust distribution mechanics, redemption price adjustments, or sponsor indemnity obligations, it signals administrative wind-down conditions rather than a near-term merger resolution.
What changed: A Form 8-K Current Report functioning as a routine compliance exhibit that discloses a Fourth Amendment to the Investment Management Trust Agreement, a Fifth Amended and Restated Memorandum and Articles of Association, issuance of a sponsor promissory note, and results of a shareholder vote regarding extension rights and redemptions. According to the filing, the registrant deposited an initial extension payment of $30,000 into the Trust Account, advancing the business combination deadline to October 27, 2026. The amended trust agreement and articles permit up to four additional three-month extensions through July 27, 2027, costing $30,000 per extension for all remaining public shares. Concurrently, the company issued a non-interest-bearing $30,000 unsecured promissory note to KVC Sponsor LLC, which converts into private units at $10.00 per unit upon a business combination or terminates if no deal closes by July 27, 2027. At the extraordinary meeting on July 21, 2026, 935,966 shares were tendered for redemption. Shareholder voting tallied 4,982,736 FOR and 295,218 AGAIN, representing approximately 95.85% of the 5,506,521 outstanding ordinary shares entitled to vote (5,227,979 represented). Why it matters: The extension mechanism preserves the sponsor's search period while injecting extension fees into the trust. The redemption of 935,966 shares reduces the public float and adjusts the remaining per-share trust equity. The charter defines target Fair Value as at least 80% of the Trust Account balance (excluding deferred underwriting fees and taxes) and prohibits combinations that would leave net tangible assets below $5,000,001 after underwriter fees. Warrants maintain a $11.50 exercise price. The document records the initial IPO trust deposit at $151,368,750. These contractual terms dictate the timeline for deal execution, the cost of delay, the sponsorship capital structure, and the thresholds for shareholder redemptions and anti-dilution protections.
What changed: Definitive Proxy Statement (DEF 14A) for an Extraordinary General Meeting of Shareholders to vote on proposals to amend the investment management trust agreement and the charter, extending the SPAC's business combination period and trust liquidation timeline. Keen Vision Acquisition Corporation’s Board proposes extending the deadline to consummate a business combination from July 27, 2026 to July 27, 2027. To effect this, the Board seeks shareholder approval to amend the Trust Agreement, allowing up to four additional three-month liquidation extensions funded by a $30,000 deposit per extension for all remaining public shares. The Board also proposes a Charter Amendment to formally update the termination date to July 27, 2027. Public shareholders who do not approve these changes will face liquidation after July 27, 2026. For those who do approve, the filing outlines a redemption election process requiring public holders to tender shares to Continental Stock Transfer & Trust Company at least two business days prior to the July 21, 2026 meeting to receive a pro rata portion of the Trust Account. The Board recommends voting “FOR” all proposals. Why it matters: This filing governs the immediate redemption deadline and mechanical pathways for liquidity ahead of the July 21, 2026 vote. As of June 29, 2026, the Company reports approximately $13,428,491.47 in the Trust Account, representing a per share pro rata amount of approximately $12.314, while the closing price for KVAC’s shares on that same date was $12.16. The extension relies on KVC Sponsor LLC funding non-interest-bearing monthly extension loans into the Trust Account. Sponsor conduct is detailed through waivers of liquidating distributions on the sponsor’s founder and private placement shares if the combination fails before July 27, 2026, and an indemnification commitment to maintain trust proceeds at no less than $10.15 per public share against specific third-party claims. The proxy discloses material strategic constraints: because the sponsor is controlled by Canadian citizen Kenneth Wong, potential U.S. targets in federally licensed industries may face foreign ownership restrictions or require CFIUS review, potentially limiting acquisition opportunities or delaying approvals. The filing also warns that operating past the Company’s 36-month IPO anniversary in July 2026 exposes the securities to Nasdaq delisting. On the record date of June 24, 2026, insiders hold approximately 77.7% of outstanding shares and intend to vote in favor of the extensions.
What changed vs 2026-01-05deadline 2026-07-27 → 2027-07-27combination deadline1 moved
- Combination deadline
- 2026-07-272027-07-27
SpacBrain reads this as 365 days later than the previous record.
The clause …“Public Shares for a pro rata portion of the Trust Account in the event such business combination is approved and completed or the Company has not consummated a business combination by July 27, 2027 (assuming full extension). If the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2025-11-12trust $70.4M → $57.0M -19%deadline 2025-11-27 → 2026-07-27shares 4.82M → 1.09M -77%trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $70.4M$57.0M
- Combination deadline
- 2025-11-272026-07-27
- Redeemable shares
- 4.82M1.09M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $13,369,950 left the trust between the two filings.
The clause “Description 2025 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account $ 57,003,115 $ 57,003,115 $ - $ - ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, Income”…
SpacBrain reads this as 242 days later than the previous record.
The clause …“Related Party Extensions Loan The Company will have to consummate a Business Combination by July 27, 2026. However, if the Company anticipates that it may not be able to consummate a Business Combination within 21 months”…
SpacBrain reads this as 3,731,900 shares are no longer redeemable.
The clause “7,467,809 7,047,398 Commitments and contingencies (Note 7) - - Ordinary shares, 1,090,446 and 4,822,346 shares subject to possible redemption issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 13,153,709”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a Business Combination is not consummated by July 27, 2026 (unless further”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2025-03-07trust $154.8M → $70.4M -55%deadline 2025-07-27 → 2026-04-27shares 6.40M → 4.82M -25%trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $154.8M$70.4M
- Combination deadline
- 2025-07-272026-04-27
- Redeemable shares
- 6.40M4.82M
- Going-concern doubt
- stated · unchanged
- Mandate language
- We intend to focus on companies that we believe have strong … · unchanged
SpacBrain reads this as $84,450,253 left the trust between the two filings.
The clause “Description 2024 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account $ 70,373,065 $ 70,373,065 $ - $ - ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, Income”…
SpacBrain reads this as 274 days later than the previous record.
The clause …“F- 17 Related Party Extensions Loan The Company will have to consummate a Business Combination by April 27, 2026. However, if the Company anticipates that it may not be able to consummate a Business Combination within 21 months”…
SpacBrain reads this as 1,582,306 shares are no longer redeemable.
The clause …“of the Company’s control. Accordingly, as of December 31, 2025 and 2024, 4,822,346 and 14,950,000 ordinary shares subject to possible redemption, are presented as temporary equity, outside of the shareholders’ deficit section of”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a business combination is not consummated by April 27, 2026 (unless further”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: DEF 14A Definitive Proxy Statement for Keen Vision Acquisition Corp.'s 2025 Annual General Meeting to be held January 22, 2026, soliciting shareholder votes on five proposals including election of directors, auditor ratification, trust agreement amendment, charter amendment to extend the business combination deadline, and an adjournment proposal. The filing seeks shareholder approval to amend the trust agreement and charter to extend the deadline to complete a business combination from January 27, 2026 to July 27, 2026, with a reduced extension fee of $120,000 per three-month period (total of two three-month extensions). The sponsor will fund the extensions via loans. Shareholders who vote on the amendments can redeem their public shares at the trust value (~$11.82 per share as of Dec 31, 2025). The redemption deadline is two business days before the meeting (by January 20, 2026). As of the record date (Dec 29, 2025), sponsor holds 46.3% of shares and will vote in favor. Why it matters: 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.
What changed vs 2025-07-03deadline 2026-01-27 → 2026-07-27combination deadline1 moved
- Combination deadline
- 2026-01-272026-07-27
SpacBrain reads this as 181 days later than the previous record.
The clause …“Public Shares for a pro rata portion of the Trust Account in the event such business combination is approved and completed or the Company has not consummated a business combination by July 27, 2026 (assuming full extension). If the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K Current Report filing that discloses the entry into a Material Definitive Agreement and the creation of a direct financial obligation, specifically documenting an unsecured promissory note executed on December 19, 2025, between Keen Vision Acquisition Corporation and KVC Sponsor LLC to fund a trust account extension. The business combination deadline is formally extended to January 27, 2026. On December 19, 2025, the sponsor deposited $144,670.38 into the trust account, secured by a promissory note issued by the company. Under the note, the principal carries no interest, matures upon closing a business combination, and terminates with zero liability if no combination occurs by January 27, 2026. The sponsor retains the right to convert the note into private units identical to the IPO units at $10.00 per unit before deal closing. Section 13 of the attached note explicitly records the sponsor waiving any claim to the trust account funds, which the prospectus dated July 24, 2023 originally established at $151,368,750. Why it matters: 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.
What changed: Preliminary proxy statement (PRE 14A) filed by Keen Vision Acquisition Corp. (KVAC) seeking shareholder approval at the 2025 Annual General Meeting to amend the trust agreement and charter to extend the deadline to complete a business combination, elect directors, ratify auditor, and adjourn if needed. KVAC proposes to extend its business combination deadline from January 27, 2026 to July 27, 2026 via two three-month extensions, each requiring $120,000 deposit into the trust account (reduced from previous $0.03 per share per month). Shareholders holding public shares as of December 29, 2025 may redeem shares at the trust value (~$12.28 per share) regardless of vote. Sponsor (46.3% holder) supports extension and has agreed to fund extension payments as loans. Without approval, KVAC will liquidate after Jan 27, 2026. Why it matters: 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.
What changed: This filing is a Form 8-K current report that discloses the entry into a material definitive agreement, specifically an unsecured Promissory Note dated November 18, 2025, executed between Keen Vision Acquisition Corporation and its sponsor, KVC Sponsor LLC. According to the company's filing, the sponsor deposited $144,670.38 into the trust account to purchase this note, which directly extends the period the company has available to complete a business combination. The document states the note bears no interest, matures upon a business combination closing, and contains a termination provision if a deal does not close on or prior to December 27, 2025. The sponsor concurrently executed a trust waiver disclaiming any right, title, or claim to the trust account monies. Additionally, the filing notes the sponsor holds an optional conversion right to exchange the note for private units at a fixed price of $10.00 per unit, contingent on written notice provided at least one business day before a business combination closes. Why it matters: 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.
What changed: A routine compliance exhibit: an amended Schedule 13G beneficial ownership report filed by Karpus Management, Inc. The excerpt supplies only the form title and filer identity. It discloses no share quantities, cost bases, or transaction purposes, and therefore reports nothing bearing on redemption deadlines, trust value, extension mechanics, acquisition progress, or sponsor conduct. Why it matters: Because the text omits all disclosure tables and Item 4 explanations, it contains no attributed claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. With zero figures presented or referenced, the submission cannot yet inform decisions on liquidation timing, trust sufficiency, or capital commitment scaling.(flagged for human review)
What changed: Quarterly report on Form 10-Q for the period ended September 30, 2025, filed by Keen Vision Acquisition Corporation (KVAC), a blank-check company searching for a business combination. Trust account value decreased from $70.4M to $56.0M due to redemptions of 1,582,306 shares at ~$11.43 on July 22, 2025, totaling $18.1M. The per-share trust value as of September 30, 2025, is approximately $12.28. The company entered a second trust amendment (Trust Amendment II) reducing extension payments to $0.03 per share per month (from $0.10), extending the deadline to November 27, 2025. Working capital deficit widened to $3.45M. Extension promissory note payable increased to $2.23M, and related-party advances to $1.2M. The company now has until November 27, 2025 (13 monthly extensions used) to consummate the business combination with Medera Inc. under a merger agreement signed September 3, 2024, with Medera valued at $622.56M. Management expressed substantial doubt about going concern if the combination is not completed by the deadline. Why it matters: 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.
What changed vs 2025-08-11trust $73.1M → $70.4M -4%deadline 2025-08-27 → 2025-11-27shares 6.40M → 4.82M -25%trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $73.1M$70.4M
- Combination deadline
- 2025-08-272025-11-27
- Redeemable shares
- 6.40M4.82M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $2,689,599 left the trust between the two filings.
The clause “Description 2024 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account $ 70,373,065 $ 70,373,065 $ - $ - ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, Income”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“income. Related Party Extensions Loan The Company will have to consummate a Business Combination by November 27, 2025. However, if the Company anticipates that it may not be able to consummate a Business Combination within 21 months”…
SpacBrain reads this as 1,582,306 shares are no longer redeemable.
The clause “6,463,637 4,262,898 Commitments and contingencies (Note 7) - - Ordinary shares, 4,822,346 and 6,404,652 shares subject to possible redemption issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 56,026,877”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a Business Combination is not consummated by November 27, 2025 (unless further”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit: Amended Schedule 13G beneficial ownership report [0001193125-25-274750]. The filing records a revision to prior institutional holding disclosures. Regarding KVAC’s structural mechanics, the amended report does not modify the redemption calendar, trust accounting formula, extension vote timeline, or sponsor conduct. The SEC submission itself attributes the reported positions exclusively to W. R. Berkley Corporation and Berkley Insurance Company, with the amendment dated 2025-11-10. Why it matters: 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.
What changed: This document is a Form 8-K current report announcing the entry into a material definitive agreement (an unsecured promissory note) and reporting administrative updates related to extending the company’s business combination window. Per the filing, the business combination deadline has been extended to November 27, 2025. To finance this extension, KVC Sponsor LLC deposited $144,670.38 into the trust account on October 24, 2025, pursuant to an unsecured promissory note dated October 21, 2025. According to the terms disclosed in the filing, the note bears no interest, matures upon consummation of a business combination, and may be converted into units identical to those issued in the initial public offering at $10.00 per unit. The filing, executed by Chief Executive Officer WONG, Kenneth Ka Chun, specifies that if a business combination does not close on or before November 27, 2025, the note will be deemed terminated with no amounts due. The document also references that the trust account was initially funded at $151,368,750 under the July 24, 2023 prospectus, and confirms outstanding warrants carry a $11.50 exercise price. Why it matters: 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.
What changed: A Schedule 13G/A, defined in its own terms as a beneficial ownership report filed to amend prior Securities Exchange Act disclosure regarding equity security holders. The amended filing lists Wolverine Asset Management LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick as reporting persons with beneficial ownership in Keen Vision Acquisition Corp. The excerpt supplied contains only the holder identification headers; it does not disclose the number of shares owned, the total acquisition cost, the date of latest transaction, or the revised percentage of the class controlled by the group. Because those quantitative fields are absent, no shift in voting power, economic interest, or investment intent can be verified from this fragment. Why it matters: Amendments to Schedule 13G filings function as positional markers for SPAC investors monitoring institutional accumulation before a business combination, extension vote, or redemption window. While the complete exhibit would typically clarify whether the Wolverine group increased, reduced, or maintained its stake—and whether that positioning influences redemption pressure, PIPE participation, or sponsor negotiation leverage—the current text provides no share counts, dollar amounts, or percentage calculations to evaluate. Consequently, the filing does not currently alter tracking of KVAC’s trust mechanics, deadline management, or sponsor conduct. If future portions of the exhibit are reviewed, analysts will look for whether these reporting persons act as a single consolidated group, whether recent purchases align with pre-combination accumulation patterns, and whether the disclosed holdings correlate with announced partnership discussions, technology licensing deals, or executive appointments. As filed, the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes.
What changed: A Form 8-K Current Report documenting the entry into a material definitive agreement, the creation of a direct financial obligation, and an administrative extension event. According to the filing, Keen Vision Acquisition Corporation extended its business combination deadline to October 27, 2025. On September 19, 2025, KVC Sponsor LLC deposited $144,670.38 into the trust account in exchange for an unsecured promissory note. The note carries no interest, matures upon a successful business combination, and terminates without repayment if no deal closes by October 27, 2025. Per the attached exhibit, the sponsor holds conversion rights to purchase private units at $10.00 per unit and explicitly waives any claim against the trust account, which the document references as initially funded at $151,368,750. WONG, Kenneth K.C. attested to the filing and signed the note as Chief Executive Officer and Sponsor Manager. Why it matters: 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.
What changed: SEC Form 8-K (Current Report) under Item 8.01 Other Events disclosing a sponsor-funded deposit into the SPAC trust account. Per the registrant’s filing, the sponsor of the Keen Vision Acquisition Corporation initial public offering (or its designated agent) wired $144,670.38 to the trust account for public shareholders on August 27, 2025. The report was executed by Chief Executive Officer Kenneth Ka Chun Wong. The filing does not amend the October 27, 2026 liquidation deadline, does not announce a de-SPAC transaction, does not initiate a shareholder extension vote, and does not alter redemption or tender offer procedures. The company retains SEARCHING status, and the pre-existing per-share trust balance stands at $12.280189940629798 as previously reported by management. Why it matters: 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.
What changed: A Current Report on Form 8-K announcing the execution of a material definitive agreement: an unsecured promissory note issued by Keen Vision Acquisition Corp. to its IPO sponsor. On August 18, 2025, KVC Sponsor LLC deposited $144,670.38 into the company’s trust account in exchange for this promissory note, which the filing states is intended to extend the deadline to complete a business combination to September 27, 2025. The document specifies that the note carries no interest, is payable upon the closing of a business combination, and may be converted by the holder into private units at $10.00 per unit. Section 13 of the note explicitly states that the payee waives any claim to the trust account, which the filing notes was initially established at $151,368,750. The document also confirms that outstanding warrants carry an exercise price of $11.50. Chief Executive Officer Kenneth K.C. Wong signed both the 8-K cover page and the promissory note. Why it matters: 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.
What changed: A routine compliance exhibit consisting of Limited Powers of Attorney (Exhibits A and B) filed as part of a Schedule 13G/A submission, authorizing designated executives to execute and transmit beneficial ownership reports to the SEC on behalf of Mizuho Financial Group, Inc. and its affiliated entities. The filing contains no provisions, amendments, or disclosures bearing on Keen Vision Acquisition Corp.’s SEARCHING status, 2026-10-27 redemption deadline, trust account per-share valuation, business combination extension voting mechanisms, target acquisition progress, or sponsor conduct. It solely updates the internal delegation of signing authority for Section 13(d) and Section 13(g) filings. Why it matters: This instrument carries no implication for SPAC redemption mechanics, trust distribution timelines, extension approvals, merger deal advancement, or sponsor fiduciary behavior. According to the filing, Mizuho Financial Group, Inc. grants execution authority for Form 13G documents to Takahiro Katsura (Managing Director, Head of Global Branches & Subsidiaries Coordination Office, Global Corporate Function Coordination Department), ratified by Hidekatsu Take (Deputy President & Corporate Executive). Distinct powers authorize filings for Mizuho Bank, Ltd. (described by the undersigned as a non-U.S. institution equivalent to Bank, with principal offices at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan), signed by Hidekatsu Take (Managing Executive Officer, Head of Global Corporate & Investment Banking Division). Additional authorities cover Mizuho Americas LLC (classified as a parent holding company, located at 1271 Avenue of the Americas, NY, NY 10020, USA) and Mizuho Securities USA LLC (classified as a registered Broker-Dealer, located at 1271 Avenue of the Americas, NY, NY 10020, USA), both signed by Adam Hopkins (Chief Legal Officer and Managing Director, General Counsel). The filing discloses no claims regarding customer concentrations, revenue metrics, total addressable market estimates, strategic pivots, proprietary technology, partnership frameworks, pending or threatened litigation, or material personnel transitions.
What changed: Quarterly Report (Form 10-Q) for Keen Vision Acquisition Corp. for the period ended June 30, 2025. Trust value increased to $73.06 million from $70.37 million; working capital deficit of $2.77 million; net income of $1.13 million in H1 2025 vs $5.04 million in H1 2024; extension promissory note payable rose to $1.80 million from $600,000; amount due to sponsor increased to $1.01 million from $575,085; no business combination consummated; subsequent event: 1,582,306 shares redeemed at $11.41 per share on July 22, 2025 for $18.05 million. Why it matters: 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.
What changed vs 2025-05-14trust $71.7M → $73.1M +2%deadline 2025-05-27 → 2025-08-27trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $71.7M$73.1M
- Combination deadline
- 2025-05-272025-08-27
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 6.40M · unchanged
SpacBrain reads this as $1,350,095 was added to the trust between the two filings.
The clause “Prepayment 63,815 9,238 Total current assets 65,132 63,786 Cash and investments held in Trust Account 73,062,664 70,373,065 TOTAL ASSETS $ 73,127,796 $ 70,436,851 LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT Current”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“income. Related Party Extensions Loan The Company will have to consummate a Business Combination by August 27, 2025. However, if the Company anticipates that it may not be able to consummate a Business Combination within 21 months”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a Business Combination is not consummated by August 27, 2025 (unless further”…
The clause “5,827,617 4,262,898 Commitments and contingencies (Note 7) - - Ordinary shares, 6,404,652 and 6,404,652 shares subject to possible redemption issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 73,062,663”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G/A amended beneficial ownership report [0000950170-25-106044] filed by W. R. Berkley Corporation and Berkley Insurance Company. The filing amends previously disclosed beneficial ownership by W. R. Berkley Corporation and Berkley Insurance Company. Because the provided excerpt does not list acquired shares, aggregate holding totals, percentage thresholds crossed, or transaction dates, it does not directly alter the SPAC’s redemption deadline calendar, which remains 2026-10-27, nor does it change the reported trust value of $12.280189940629798 per share, the SEARCHING status, any extension arrangements, or sponsor conduct. Target acquisition progress and business combination mechanics are unaffected. Why it matters: For investors tracking KVAC, institutional ownership amendments typically reflect passive accumulation or portfolio rebalancing rather than active influence over the business combination timeline. Without quantified share counts or stated purposes (e.g., control, investment), the filing provides no actionable signal regarding redemption behavior, trust account movements, or deadline extensions. Claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are absent from the document. The submission solely updates the public register of institutional positions ahead of the 2026-10-27 deadline and the ongoing $12.280189940629798 per-share trust balance.
What changed: A Form 8-K Current Report disclosing an amendment to the Investment Management Trust Agreement, an unsecured promissory note executed to finance that extension, and the filing of a third amended and restated memorandum and articles of association following an extraordinary shareholders meeting held July 22, 2025. According to the filing, Keen Vision Acquisition Corporation extended its Business Combination Period from July 27, 2025 to January 27, 2026 by amending its Trust Agreement to require a deposit of $0.03 for each remaining public share for each one-month extension. To fund this, KVC Sponsor LLC deposited funds into the Trust Account in exchange for a non-interest-bearing unsecured promissory note in the aggregate principal amount of $144,670.38 dated July 23, 2025. As stated in the Promissory Note, the obligation matures upon closing a business combination, may be converted into units identical to those in the IPO at $10.00 per unit, and will be deemed terminated if no combination closes by August 27, 2025 unless further extended. In connection with the shareholder vote, 1,582,306 shares were tendered for redemption. Per Item 5.07, on the June 27, 2025 record date there were 10,820,727 ordinary shares entitled to vote; 8,213,555 (approximately 75.91%) were represented at the July 22, 2025 meeting. Both the charter amendment and trust amendment proposals passed with 8,213,544 votes FOR, 0 AGAINST, and 11 ABSTAIN. Why it matters: 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.
What changed: Definitive proxy statement (Schedule 14A) soliciting shareholder votes at an Extraordinary General Meeting. Per the filing, KVAC proposes amending its investment management trust agreement and second amended and restated memorandum and articles of association to extend the business combination deadline from July 27, 2025, to January 27, 2026, through up to six discretionary one-month extensions. Each extension requires a $0.03 payment per remaining public share. The proxy establishes a special early redemption election permitting public shareholders to surrender shares for cash immediately upon approval, independent of their vote on the amendments. The Board set the record date as June 27, 2025, confirmed 10,820,727 outstanding ordinary shares, scheduled the meeting for July 22, 2025, and established voting thresholds: a majority of votes cast for the charter amendment, at least 50% of all then-outstanding ordinary shares for the trust amendment, and a simple majority for the adjournment proposal. Why it matters: 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.
What changed vs 2024-10-07deadline 2025-07-27 → 2026-01-27combination deadline1 moved
- Combination deadline
- 2025-07-272026-01-27
SpacBrain reads this as 184 days later than the previous record.
The clause …“Public Shares for a pro rata portion of the trust account in the event such business combination is approved and completed or the Company has not consummated a business combination by January 27, 2026 (assuming full extension). If the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is a Form 8-K current report detailing the entry into a material definitive agreement—an unsecured promissory note dated June 23, 2025—executed between Keen Vision Acquisition Corporation and its sponsor, KVC Sponsor LLC, which simultaneously creates a direct financial obligation and administratively extends the business combination timeline. The Company reported that KVC Sponsor LLC deposited $200,000 into the trust account in exchange for the promissory note, an action that officially extended the business combination deadline to July 27, 2025. Per the filing, the note bears no interest, matures upon the closing of a business combination, and may be optionally converted by the holder into private units identical to the initial public offering units at $10.00 per unit, subject to notice delivered at least one business day prior to closing. Chief Executive Officer Kenneth Ka Chun Wong signed the instrument, and the Company noted the principal may not be prepaid without sponsor consent. If a business combination does not close on or before July 27, 2025, the note is deemed terminated with no amounts due. The sponsor also explicitly waived all right, title, interest, or claim to the trust account, which the prospectus states was initially established at $151,368,750. Why it matters: 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.
What changed: Preliminary proxy statement (Schedule 14A) for an Extraordinary General Meeting proposing three shareholder votes: amending the investment management trust agreement, amending the charter to extend the business combination period, and allowing an adjournment to solicit further proxies. The filing establishes a redemption election window ahead of the July 23, 2025 meeting, requiring public shareholders to tender shares to Continental Stock Transfer & Trust Company at least two business days prior to receive a pro rata portion of the trust account (stated as approximately $72,614,208.18 as of May 31, 2025) less applicable taxes. The Board proposes replacing the existing $200,000 monthly extension fee with a variable fee of $0.03 for each remaining public share, allowing up to six one-month extensions pushing the termination date to January 27, 2026. If disapproved, the sponsor retains a unilateral extension right to July 27, 2025 for a $200,000 deposit before facing mandatory liquidation. The sponsor, KVC Sponsor LLC, controls 4,276,075 shares (roughly 39.5%) comprising 3,737,500 founder shares purchased for $25,000 and 678,575 private placement units, and has previously funded extensions through unsecured promissory notes of $200,000 issued monthly from October 28, 2024 through April 25, 2025. The sponsor and directors unanimously recommend voting FOR all proposals and have waived liquidation distribution rights for insider shares. Why it matters: 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.
What changed: A Form 8-K current report classified as a routine regulatory disclosure filing, specifically documenting the entry into a material definitive agreement (an unsecured promissory note), the creation of a direct financial obligation via a sponsor trust deposit, and the formal extension of the SPAC's business combination period. According to the filing, Keen Vision Acquisition Corporation extended its business combination deadline to June 27, 2025. To effect this extension, KVC Sponsor LLC deposited $200,000 into the company's trust account on May 23, 2025. In exchange, the company issued a $200,000 unsecured promissory note to the sponsor on May 20, 2025, executed by Chief Executive Officer Kenneth Ka Chun Wong. The note carries zero interest, matures upon business combination closing, and auto-terminates with no payment obligation if the June 27, 2025 deadline passes. The sponsor retains a conversion right to exchange the note for private units at $10.00 per unit, subject to notice at least one business day prior to closing. The filing explicitly reaffirms the sponsor's written waiver of any claim, title, or interest in the trust account, which the company's initial prospectus (dated July 24, 2023) originally funded at $151,368,750. Disclosed corporate metadata includes an address at 37 Greenbriar Drive, Summit, NJ 07901, telephone number (203) 609-1394, Standard Industrial Classification code 6770, and confirmed warrant exercise pricing at $11.50 per ordinary share with $0.0001 par value. Why it matters: 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.
What changed: Form 10-Q quarterly report for Keen Vision Acquisition Corp. for the quarter ended March 31, 2025, a blank-check company still searching for a business combination. The SPAC's deadline to complete a business combination is now May 27, 2025 (12 days from filing) after seven monthly $200,000 extension payments from the sponsor through April 25, 2025. The trust account grew to $71.7M from $70.4M, net income fell to $0.57M from $3.27M a year ago, and working capital deficit widened to $1.98M. The sponsor increased advances to $845K and extension note payable rose to $1.2M. The company reiterates substantial doubt about going concern if no deal is closed by the deadline. Why it matters: 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 vs 2024-11-04trust $160.9M → $71.7M -55%deadline 2024-11-27 → 2025-05-27shares 14.9M → 6.40M -57%trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $160.9M$71.7M
- Combination deadline
- 2024-11-272025-05-27
- Redeemable shares
- 14.9M6.40M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $89,229,649 left the trust between the two filings.
The clause “Prepayment 72,098 9,238 Total current assets 88,062 63,786 Cash and investments held in Trust Account 71,712,569 70,373,065 TOTAL ASSETS $ 71,800,631 $ 70,436,851 LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT Current”…
SpacBrain reads this as 181 days later than the previous record.
The clause …“income. Related Party Extensions Loan The Company will have to consummate a Business Combination by May 27, 2025. However, if the Company anticipates that it may not be able to consummate a Business Combination within 21 months”…
SpacBrain reads this as 8,545,348 shares are no longer redeemable.
The clause “5,058,507 4,262,898 Commitments and contingencies (Note 7) - - Ordinary shares, 6,404,652 and 6,404,652 shares subject to possible redemption issued and outstanding as of March 31, 2025 and December 31, 2024, respectively 71,712,569”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a Business Combination is not consummated by May 27, 2025 (unless further”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: a Schedule 13G/A beneficial ownership report. The filing is an amendment attributed to Mizuho Financial Group, Inc. The provided excerpt contains only the holder designation and SEC metadata; it discloses no amendment to prior share counts, no trust account transactions, no redemption or extension proposals, and no modifications to the October 27, 2026 deadline or sponsor governance. Why it matters: A 13G/A signals that Mizuho Financial Group, Inc. continues to hold a reportable stake in KVAC while it remains in SEARCHING status, which can lend credibility to the sponsor’s capital-preservation trajectory. Because the excerpt supplies zero numerical disclosures, strategic commitments, or operational metrics, it does not materially shift investor expectations regarding trust preservation, redemption pressure, or the pace toward a business combination target.
What changed: A Schedule 13G, which is a beneficial ownership report filed to disclose aggregate equity holdings and reporting holder identities. The excerpt identifies WOLVERINE ASSET MANAGEMENT LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick as reporting holders. It contains no amended share counts, acquisition dates, voting power adjustments, or updates to the redemption calendar, trust distribution mechanics, extension timeline, or target acquisition progress. Why it matters: The filing text contains no figures, percentages, dollar amounts, or attributed statements regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because no executive, sponsor, or representative is quoted or cited in this excerpt, there are no operational or mechanical claims to attribute. Without numerical disclosures or Item 4 purpose language, the submission does not signal how Wolverine-affiliated capital might interact with the remaining search window, nor does it indicate alignment with any trust distribution mechanics or impending redemption dynamics.
What changed: A Form 8-K current report and accompanying promissory note (Exhibit 10.1) disclosing a trust account deposit, a sponsor financial obligation, and a business combination deadline extension. According to the filing signed by Chief Executive Officer Kenneth Ka Chun Wong, Keen Vision Acquisition Corp. issued an unsecured promissory note to KVC Sponsor LLC for a principal amount of $200,000. In exchange, the sponsor deposited $200,000 into the trust account on April 25, 2025. Item 8.01 of the 8-K states this action extends the business combination period to May 27, 2025. Exhibit 10.1 specifies the note carries no interest, matures upon closing a business combination, and automatically terminates if a combination fails to close by May 27, 2025. The sponsor holds conversion rights into IPO-equivalent units at $10.00 per unit. Section 13 of the note documents that the payee irrevocably waives any claim, title, or interest in the trust account. Why it matters: This extension shifts the redemption and liquidation calendar, giving shareholders a compressed window until May 27, 2025, to decide whether to remain invested or trigger redemptions before potential dissolution. Mechanically, the transaction preserves trust value by funding the extension via a sponsor loan rather than operating cash, while creating a direct financial obligation payable post-deal. The sponsor’s executed trust claim waiver mitigates conflicts by shielding public trust assets from recourse related to this specific debt. Other material terms cited in the filing include the original trust establishment value of $151,368,750, warrant exercise terms at $11.50, New York governing law, and exclusive jurisdiction in New York courts. Investors tracking sponsor conduct and deal viability should note the tight extension timeline and the conversion mechanism that aligns sponsor participation with successful closure.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.