Keen Vision Acquisition Corp. Signs Material Definitive Agreement

TL;DR

Keen Vision Acquisition Corp. signed a material definitive agreement on 9/3/24.

AI Summary

Keen Vision Acquisition Corp. entered into a Material Definitive Agreement on September 3, 2024. The company, a blank check company, is incorporated in the British Virgin Islands and has its principal executive offices in Summit, NJ. The filing also includes information about its ordinary shares and warrants.

Why It Matters

This filing indicates a significant step for Keen Vision Acquisition Corp., potentially signaling progress towards a business combination or other strategic move.

Risk Assessment

Risk Level: medium — As a blank check company (SPAC), Keen Vision Acquisition Corp. is subject to risks associated with finding and completing a business combination.

Key Numbers

• 001-41753 — Commission File Number (SEC File Number for Keen Vision Acquisition Corp.)
• 11.50 — Exercise Price (Warrants exercisable for one ordinary share at this price.)

Key Players & Entities

• Keen Vision Acquisition Corp. (company) — Registrant
• September 3, 2024 (date) — Date of earliest event reported
• British Virgin Islands (jurisdiction) — State or other jurisdiction of incorporation
• Summit, NJ (location) — Business Address City/State

FAQ

Key Financial Figures

• $0.0001 — daq Stock Market LLC Ordinary Shares, $0.0001 par value KVAC The Nasdaq Stock Ma
• $11.50 K — ordinary share at an exercise price of $11.50 KVACW The Nasdaq Stock Market LLC Ind
• $622,560,00 — the Closing is based on a net value of $622,560,00 for 100% of Medera's issued and outstan
• $10.00 — each Acquirer Ordinary Share valued at $10.00. The number of Acquirer Ordinary Shares
• $40,000,000 — ailable Liquidity shall equal or exceed $40,000,000. 3 Termination The Merger Agreement
• $12.00 — mpany Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits

Filing Documents

• ea0213494-8k425_keen.htm (8-K) — 96KB
• ea021349401ex2-1_keen.htm (EX-2.1) — 687KB
• ea021349401ex10-1_keen.htm (EX-10.1) — 50KB
• ea021349401ex10-2_keen.htm (EX-10.2) — 54KB
• ea021349401ex10-3_keen.htm (EX-10.3) — 106KB
• ea021349401ex10-4_keen.htm (EX-10.4) — 40KB
• ea021349401ex99-1_keen.htm (EX-99.1) — 36KB
• 0001213900-24-075791.txt ( ) — 1518KB
• kvac-20240903.xsd (EX-101.SCH) — 4KB
• kvac-20240903_def.xml (EX-101.DEF) — 27KB
• kvac-20240903_lab.xml (EX-101.LAB) — 37KB
• kvac-20240903_pre.xml (EX-101.PRE) — 25KB
• ea0213494-8k425_keen_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On September 3, 2024, Keen Vision Acquisition Corporation, a British Virgin Islands business company limited by shares (" KVAC " or " Parent "), entered into a merger agreement (as it may be amended, supplemented, or otherwise modified from time to time, the " Merger Agreement "), with Medera Inc., a Cayman Islands exempted company (" Medera " or " Company "). Pursuant to the terms of the Merger Agreement, KVAC will incorporate a Cayman Islands exempted company (" Acquirer ") to be a direct wholly-owned subsidiary of KVAC for the purpose of the merger of KVAC with and into the Acquirer (the " Reincorporation Merger "), in which Acquirer will be the surviving entity. Acquirer upon its incorporation will form a Cayman Islands exempted company to be a direct wholly-owned subsidiary of Acquirer (" Merger Sub ", together with KVAC and Acquirer, the " Parent Parties " and each a " Parent Party ") for the purpose of effectuating the Acquisition Merger (as defined below). Upon the terms and subject to the conditions of the Merger Agreement, (a) KVAC will reincorporate by merging with and into the Acquirer, in which the Acquirer will be the surviving company and KVAC will cease to exist, and (b) promptly after the Reincorporation Merger, the parties intend to effect a merger of Merger Sub with and into Medera, in which Medera will be the surviving entity (the " Acquisition Merger ", together with the Reincorporation Merger, the " Mergers " and together with the other transactions related thereto, the " Proposed Business Combination "). Merger Consideration Conversion of Medera Ordinary Shares At the effective time of the Acquisition Merger, each outstanding Medera Ordinary Share (excluding treasury shares and dissenting shares) will be canceled and converted into the right to receive a number of Acquirer Ordinary Shares equal to the Exchange Ratio, as outlined in the Merger Agreement. The numb

Forward-Looking Statements

Forward-Looking Statements This Form 8-K contains, and certain oral statements made by representatives of KVAC and Medera and their respective affiliates, from time to time may contain, "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. KVAC's and Medera's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. Words such as "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "strategy," "future," "opportunity," "may," "target," "should," "will," "would," "will be," "will continue," "will likely result," "preliminary," or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, KVAC's, Medera's, or their respective management teams' expectations concerning the outlook for their or Medera's business, productivity, plans, and goals for future operational improvements and capital investments, operational performance, future market conditions, or economic performance and developments in the capital and credit markets and expected future financial performance, including expected net proceeds, expected additional funding, the percentage of redemptions of KVAC's public shareholders, growth prospects and outlook of Medera's operations, individually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of Medera's projects, as well as any information conce

View Full Filing

View this 8-K filing on SEC EDGAR