8-K - KVAC - Equibles

United

States

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form 8-K

Current

Report

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

February26, 2026

Date

of Report (Date of earliest event reported)

KEEN

VISION ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in its Charter)

British Virgin Islands	001-41753	n/a
(State<br> or other jurisdiction<br><br> of incorporation)	(Commission<br> File Number)	(I.R.S.<br> Employer<br><br> Identification No.)
37 Greenbriar Drive<br><br> <br>Summit, New Jersey	07901
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(Address<br> of Principal Executive Offices)	(Zip<br> Code)

Registrant’s

telephone number, including area code: (203) 609-1394

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units,<br> each consisting of one ordinary share and one redeemable warrant to acquire one ordinary share	KVACU	The Nasdaq Stock<br> Market LLC
Ordinary<br> Shares, $0.0001 par value	KVAC	The Nasdaq Stock<br> Market LLC
Warrants,<br> each exercisable for one ordinary share at an exercise price of $11.50	KVACW	The Nasdaq Stock<br> Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01 Entry into a Material Definitive Agreement.

On February 26, 2026, Keen Vision Acquisition Corporation, a British Virgin Islands business company limited by shares (“Parent”), entered into a binding letter of intent (“LOI”) with Medera Inc., a Cayman Islands exempted company (“Company”), and Novoheart Group Limited, a British Virgin Islands company and wholly owned subsidiary of the Company (“NVH”). The LOI replaces the prior Merger Agreement dated September 3, 2024, which was terminated concurrently with execution of the LOI pursuant to a mutual release agreement entered into by the parties.

Under the LOI, Parent and NVH have agreed to use their best efforts to negotiate and execute a replacement merger agreement (“Replacement Merger Agreement”) no later than April 10, 2026. The Replacement Merger Agreement will be based on the terms and conditions of the prior Merger Agreement, modified as necessary to reflect the parties’ current agreements set forth in the LOI. The contemplated transaction involves a merger of NVH, which is principally engaged in pre-clinical human disease modeling, drug discovery, and related technologies, with and into Parent, with Parent as the surviving company and listed on Nasdaq. The final acquisition structure and jurisdiction of the combined company will be determined following due diligence and will be optimized for tax outcomes for existing equity holders of Parent and NVH.

The LOI sets NVH’s enterprise valuation at US$100,000,000. The Replacement Merger Agreement will provide that, at closing, the surviving company must have available cash, after payment of transaction expenses and net of any indebtedness of, or guaranteed by, NVH (“NVH Liabilities”), of not less than US$10,000,000. Available liquidity will include funds from Parent’s trust account (after all redemptions), proceeds from any private investment in public equity (“PIPE”) fundraising, and NVH’s balance sheet cash. Cash expenses to be paid at closing are capped at US$700,000 for Parent and US$1,300,000 for NVH.

Any PIPE fundraising must be completed within nine months of signing the LOI. The aggregate principal amount of all promissory notes issued or to be issued to KVC Sponsor LLC, Parent’s IPO sponsor, is subject to a mutually agreed maximum cap, as will be detailed in the Replacement Merger Agreement. Except for the PIPE closing requirement, conditions for closing will be substantially consistent with those in the prior Merger Agreement. The Replacement Merger Agreement will terminate if its closing conditions are not satisfied within nine months from the signing of the LOI.

Following execution of the LOI, Parent and NVH are obligated to use their best efforts, subject to applicable fiduciary duties, to seek approval from their respective boards of directors and shareholders for the transactions contemplated, including the NVH business combination with Parent. The LOI will terminate and be of no further force or effect upon the earliest of (a) execution of the Replacement Merger Agreement, (b) mutual written agreement of the parties, or (c) if the Replacement Merger Agreement is not executed by Parent and NVH on or before April 10, 2026.

In connection with the execution of the LOI, the parties also executed a standard termination and mutual release agreement relating to the current Merger Agreement between the Parent and Company.

Copies of the LOI and the termination and mutual release agreement attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and are incorporated herein by reference. The foregoing summary of the LOI and the termination and mutual release agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the LOI and the termination and mutual release agreement, which is incorporated herein by reference.

Item9.01. Financial Statements and Exhibits

Exhibit No.	Description
10.1	Letter of Intent dated February 26, 2026 entered by and between the Parent and the Company
10.2	Termination and Mutual Release Agreement entered by and between the Parent and the Company dated February 26, 2026
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 2, 2026	Keen Vision Acquisition Corporation
	By:	/s/ WONG, Kenneth Ka Chun
	Name:	WONG, Kenneth Ka Chun
	Title:	Chief Executive Officer

Exhibit10.1

KVAC	KeenVision Acquisition Corporation<br><br> <br>***<br><br> <br>Kenneth KC Wong<br><br> <br>Chairman / Chief Executive Officer*
	Strictly Private and Confidential

February 26, 2026

Professor Ronald A. Li, Chief Executive Officer

MederaInc.

6 Tide Street, 2nd Floor,

Boston, MA 02210

Dear Sir,

RE:BINDING LETTER OF INTENT – REPLACEMENT OF THE MERGER AGREEMENT DATED SEPTEMBER 3, 2024

W I T N E S E T H:

The Merger Agreement dated as of September 3, 2024 (the “Merger Agreement”), was executed by and between Medera Inc., a Cayman Islands exempted company (the “Company”) and Keen Vision Acquisition Corporation, a British Virgin Islands business company limited by shares (“Parent”). Parent and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”.

R E C I T A L S:

A.	The<br> Parties have agreed that US biotechnology equities market has experienced high volatility<br> in 2025, even with a positive start in the first quarter of 2025, investment sentiment was<br> plagued with various concerns including, but without limitation, changes in Food and Drug<br> Administration leadership, political, regulatory and policy frameworks, Inflation Reduction<br> Act (IRA) and early Medicare price negotiations.
B.	The<br> Parties conclude that current investment sentiment for US biotechnology sector is broadly<br> cautious and risk adverse, and may be more receptive to near-term revenue generating platforms<br> and/or clinical assets already in their final stage of clinical trials.
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C.	To<br> better adapt to investor appetite, the Parties further agree to terminate the Merger Agreement<br> concurrently with the execution of this binding letter of intent dated February 26, 2026<br> (the “LOI”). In connection with the termination of the Merger Agreement, the<br> Parties will, simultaneously herewith, execute a termination and mutual release agreement<br> in the form attached to this LOI.
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KVAC	Binding Letter of Intent – Replacement of theMerger Agreement Dated September 3, 2024<br><br> <br><br><br> <br>Page 2/4
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D.	The<br> Parties desire to enter into this LOI, to bind themselves to use their best efforts to negotiate<br> and execute a new merger agreement (the “Replacement Merger Agreement”) in the<br> most efficient and timely manner and no later than April 10, 2026.
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The Parties intend for this LOI to be legally binding and for the Parties to be bound by the understandings and agreements set forth below. Therefore, for good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below:

1.	The<br> Parties agree to use their best efforts to negotiate and execute the Replacement Merger Agreement<br> that will be based upon and reflect the terms and conditions of the Merger Agreement, as<br> such terms will be modified, mutatis mutandis, to reflect the agreements of the Parties in<br> this LOI and to include the following key commercial terms:
a.	Parent<br> shall complete a business combination with Novoheart Group Limited, a British Virgin Islands<br> company and a wholly owned subsidiary of the Company (“NVH”). NVH, through its<br> self-invented bioengineered human “mini-Heart” technology platform, is mainly<br> involved in pre-clinical human disease modeling, drug discovery and target validation, and<br> related state-of-the-art technologies (such as in-house developed automation hardware and<br> software) for preclinical drug screening (the “Business”).
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b.	As<br> part of the contemplated business combination, NVH will merge with and into Parent, with<br> Parent being the entity that survives such merger (the “Surviving Company”),<br> and is listed on Nasdaq. The final acquisition structure, including the jurisdiction of the<br> combined company following the transaction, will be determined by the Parties based on their<br> respective due diligence findings as well as business, legal, tax, accounting, timing and<br> other considerations; provided that the legal transaction structure will be determined by<br> the Parties so as to result in a tax optimized outcome for the existing equity holders of<br> Parent and NVH. For the avoidance of doubt, Medera China Company Limited and its subsidiaries<br> will be excluded from this contemplated business combination.
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c.	The<br> agreed enterprise valuation for NVH is US$100,000,000 (the “Purchase Price”).
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d.	The<br> defined term “Available Liquidity” in the Replacement Merger Agreement will mean<br> available cash of the Surviving Company after taking into account any cash expenses to be<br> paid in connection with the transaction at the closing, equal to or not less than US$10,000,000<br> net of any indebtedness of, or guaranteed by, NVH (altogether, “NVH Liabilities”).<br> This shall include funds from i) the funds in the Trust Account following the exercise of<br> all redemption rights by the shareholders of Parent, ii) any private investment in public<br> equity (“PIPE”) fundraising round, and iii) other cash on NVH’s balance<br> sheet. Each Party agrees to promptly provide to each other a schedule of its estimated transaction-related<br> expenses to be paid in cash at closing. The Parties agree that the cash expenses to be paid<br> in connection with the transaction at closing shall be capped as follows: (A) for the Parent,<br> at US$700,000, and (B) for NVH, at US$1,300,000. NVH confirms that it currently has no external<br> NVH Liabilities, and future NVH Liabilities will only be incurred if mutually agreed with<br> Parent in writing. For the avoidance of doubt, any intercompany balances, shareholder loans,<br> advances or other amounts owed by NVH to Medera Inc. or any of its affiliates (“NVH<br> Internal Liabilities”) shall not constitute NVH Liabilities for purposes of determining<br> the Purchase Price or Available Liquidity. NVH Internal Liabilities, subject to Parent’s<br> review and reasonable consent, shall be converted into equity of NVH immediately prior to<br> the Effective Time. Further details will be provided in the Replacement Merger Agreement.
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KVAC	Binding Letter of Intent – Replacement of theMerger Agreement Dated September 3, 2024<br><br> <br><br><br> <br>Page 3/4
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e.	PIPE<br> fundraising, if any, shall be completed within nine months from the signing of this LOI.
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f.	The<br> total aggregate principal amount of all the promissory notes issued and/or to be issued to<br> KVC Sponsor LLC, the Parent’s initial public offering sponsor, shall be subject to<br> a maximum cap (the “Note Cap”), such that the sum of the principal amounts of<br> all such promissory notes shall not exceed the Note Cap. The Note Cap shall be mutually agreed<br> upon by the Parties and details as set forth in the Replacement Merger Agreement.
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g.	The<br> other balance sheet adjustments in the Merger Agreement will be revised to reflect the balance<br> sheet of NVH as of the date of the Replacement Merger Agreement.
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h.	The<br> conditions for closing of the transaction, apart from the closing of the PIPE fundraising<br> within nine months from the signing of this LOI, will otherwise be substantially consistent<br> with the conditions included in the Merger Agreement.
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i.	The<br> Replacement Merger Agreement will terminate if the conditions to closing have not been satisfied<br> within nine months from the signing of this LOI.
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2.	After<br> the execution of this LOI, Parent and NVH shall use their best efforts, subject to applicable<br> fiduciary duties, to: (a) cause their individual board of directors to consider, approve<br> and recommend the transactions contemplated hereby including, but without limitation, the<br> NVH business combination with Parent; (b) to the extent required by applicable law, file<br> any required documents with the Securities and Exchange Commission in order to convene all<br> required meetings of their shareholders and recommend that their shareholders approve the<br> execution and consummation of the Replacement Merger Agreement; and (c) obtain all such approvals<br> and shall not take, or permit any of their directors, officers or shareholders to take, any<br> action intended to delay, defeat, or undermine the approval or consummation of the transactions<br> contemplated hereby.
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3.	This<br> LOI will terminate and be of no further force or effect upon: (a) the execution of the Replacement<br> Merger Agreement; (b) the mutual agreement of the Parties in writing, or (c) if the Replacement<br> Merger Agreement is not entered into by Parent and NVH on or before April 10, 2026.
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4.	Parent<br> shall file a Form 8-K with the SEC as required by appliable regulations.
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5.	This<br> LOI shall be governed by the laws of the State of New York without giving effect to any provision<br> thereof that would cause the laws of any other jurisdiction to apply and any dispute related<br> to this LOI or the subject matter hereof shall be heard solely and exclusively in the courts<br> of the State of New York in the Borough of Manhattan or the U.S. federal district court for<br> the Southern District of New York and the appellate courts having jurisdiction over such<br> courts.
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[SIGNATURE PAGE TO FOLLOW]

KVAC	Binding Letter of Intent – Replacement of theMerger Agreement Dated September 3, 2024<br><br> <br><br><br> <br>Page 4/4

If the foregoing correctly sets forth our understanding with respect to the Business Combination as the basis for future discussions, please so confirm by signing and returning one copy of this letter.

Very truly yours,
For and on behalf of
Keen Vision Acquisition Corporation
Signature:	/s/ Kenneth KC Wong
Name:	Kenneth KC Wong
Position:	Chief Executive Officer
Confirmed and agreed to this 26th day of February, 2026:
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For and on behalf of
Medera Inc.
Signature:	/s/ Ronald A. Li
Name:	Ronald A. Li
Position:	Chief Executive Officer
Accepted and Agreed for and on behalf of Novoheart Group Ltd.
Signature:	/s/ Ronald A. Li
Name:	Ronald A. Li
Position:	Chief Executive Officer

Exhibit 10.2

TERMINATION AND MUTUAL RELEASE AGREEMENT

This Termination and Mutual Release Agreement (this “Agreement”) is made as of February 26, 2026 (the “Effective Date”), by and among Medera Inc., a Cayman Islands exempted company (the “Company”) and Keen Vision Acquisition Corporation, a British Virgin Islands business company limited by shares (“Parent”). Parent and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”. Capitalized terms used but not defined in this Agreement have the meanings ascribed to such terms in the Merger Agreement (defined below).

WHEREAS, the Company and Parent entered into that certain Merger Agreement dated as of September 3, 2024 (the “Merger Agreement”);

WHEREAS, in connection with the Merger Agreement, certain shareholders of the Company entered into a shareholder support agreement dated as of September 3, 2024 (the “Company Support Agreement”) and certain shareholders of Parent entered into a support agreement dated as of September 3, 2024 (the “Sponsor Support Agreement”);

WHEREAS, Section 11.1(d) of the Merger Agreement provides that the Merger Agreement may be terminated at any time by mutual written consent of the Company and Parent, duly authorized by each of their respective boards of directors;

WHEREAS, the Company and Parent have mutually agreed to terminate the Merger Agreement and the Ancillary Agreements in effect as of the Effective Date, including without limitation, the Company Support Agreement, the Sponsor Support Agreement, as provided in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises herein made and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

1.	Termination of Merger Agreement. The Company and Parent hereby mutually consent to, and acknowledge<br>and agree that, as of the Effective Date, the Merger Agreement and the transactions contemplated thereby are hereby terminated, without<br>the need for further action of any Person, and are of no further force or effect, and none of the Parties thereto, nor any of their respective<br>Representatives (as defined below), will have any further rights or obligations thereunder, or any continuing liability to any other Party<br>thereto. Each Party hereby waives any rights it may have in law, admiralty, or equity and/or pursuant to any agreement by and between<br>any of the Parties, as applicable, that in any way conflict with or otherwise prohibit or restrict the termination contemplated by this<br>Agreement, including, without limitation, any notice requirements. As used in this Agreement, “Representatives” means a Person’s<br>present or former, direct and indirect, Affiliates, successors, assigns, equityholders, members, or partners, and each of their respective<br>present or former managers, directors, officers, employees, attorneys, accountants, consultants, representatives and agents.
2.	Release.
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(a)	Each Party, on behalf of itself and its Representatives (collectively, the “Releasors”),<br>does hereby forever release, remise, discharge, waive, and acquit the other Parties and their respective Representatives (collectively,<br>the “Releasees”) from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums<br>of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements,<br>promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature related to, arising<br>out of, or in connection with the Merger Agreement or any Ancillary Agreement, including, without limitation, the Company Support Agreement<br>and the Sponsor Support Agreement, related to the subject matter of such agreements, but excluding this Agreement, whether now known or<br>unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, “Claims”),<br>which any of such Releasors ever had, now have, or hereafter can, will, or may have against any of such Releasees from the beginning of<br>time through the Effective Date and going forward for all time, for, upon, or by reason of any matter, cause, or thing related to, arising<br>out of, or in connection with the Merger Agreement or any Ancillary Agreement, including, without limitation, the Company Support Agreement<br>and the Sponsor Support Agreement, related to the subject matter of such agreements, but excluding this Agreement.
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(b)	Each Releasor understands that it may later discover Claims or facts that may be different from, or in<br>addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained<br>in this Section 2, and which, if known at the time of signing this Agreement, may have materially affected this Agreement and such<br>Releasor’s decision to enter into it and grant the release contained in this Section 2. Nevertheless, the Releasors intend<br>to fully, finally and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release<br>contained in this Section 2, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given<br>in this Agreement is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or<br>different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or<br>facts.
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(c)	Each Releasor (i) knows of no Claims against any one or more of the Releasees that are not covered by<br>the release contained in this Section 2, and (ii) has neither assigned nor transferred any of the Claims released by this Agreement<br>to any Person or entity, and no Person or entity has subrogated to or has any interest or rights in any Claims.
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(d)	Each Releasor agrees that the release contained in this Section 2 will be and remain effective<br>in all respects, notwithstanding such different or additional facts, or the discovery thereof, and further hereby expressly waives any<br>and all rights provided in California Civil Code Section 1542, or any similar provision, which provides as follows:
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

3.	Representations and Warranties of the Parties. Each Party hereby represents and warrants to the<br>other Party that:
(a)	It has the full right, power and authority to enter into this Agreement and to perform and otherwise carry<br>out its obligations hereunder.
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(b)	The execution and delivery of this Agreement by such Party, has been duly authorized pursuant to applicable<br>Law and by all necessary corporate or company, as applicable, action on the part of such Party.
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(c)	This Agreement (assuming due authorization, execution and delivery by each other Party) constitutes the<br>legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
(d)	It has had the opportunity to consult and has consulted with legal counsel of its choice in connection<br>with the negotiation and drafting and prior to the execution of this Agreement.
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(e)	The consideration provided by each Party pursuant to this Agreement is both adequate and sufficient to<br>make the respective agreements and obligations in this Agreement, including, without limitation, the releases set forth in Section<br>2, final and binding upon the Parties.
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4.	Further Assurances. Each Party will execute and deliver such documents and take such action, as<br>may reasonably be necessary to effectuate the matters contemplated by this Agreement.
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5.	Survival of Confidentiality Agreement; Publicity; Non-Disparagement.
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(a)	Notwithstanding anything contained in this Agreement to the contrary, the provisions of the Confidentiality<br>Agreement will survive and remain in full force and effect in accordance with its terms.
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(b)	Except as required by Law or applicable stock exchange rules, the Parties agree that neither they nor<br>their Representatives will issue any press release or make any other public disclosure concerning the transactions contemplated under<br>the Merger Agreement, the Ancillary Agreements or this Agreement without the prior approval of the other Party. If a Party is required<br>to make such a disclosure as required by Law or applicable stock exchange rules, the Party making such determination will, if practicable<br>in circumstances, use commercially reasonable efforts to allow the other Party reasonable time to comment on such disclosure in advance<br>of its issuance.
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(c)	Each Party will, and will cause each of their Representatives to, refrain from Disparaging (as defined<br>below) the other Party or their Representatives, either orally or in writing. The foregoing will not be violated by truthful statements<br>in response to any Action. As used in this Agreement, the term “Disparaging” means any untrue remarks, or any comments or<br>statements, whether written or oral, in any forum or media, that impugn or impair, or were made with intent to impugn or impair, the character,<br>integrity, goodwill or business reputation of the Person being disparaged, or who is otherwise the subject of such remarks, comments or<br>statements.
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6.	Miscellaneous.
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(a)	This Agreement constitutes the entire agreement between the Parties with respect to the subject matter<br>hereof and supersedes (except as expressly set forth in this Agreement) all prior agreements and understandings, both written and oral,<br>between the Parties with respect to the subject matter hereof.
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(b)	Except for the rights of the Releasees as provided in Section 2 (which Persons are intended third<br>party beneficiaries of this Agreement), neither this Agreement nor any provision hereof confers any benefit or right upon or may be enforced<br>by any Person not a signatory hereto.
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(c)	Incorporation by Reference to Merger Agreement. Sections 12.2 (Notices), 12.3 (Amendments;No Waivers; Remedies), 12.4 (Arm’s Length Bargaining; No Presumption Against Drafting); 12.7 (No Assignment or Delegation),<br>12.8 (Governing Law), 12.9 (Counterparts; Electronic Signatures), 12.11 (Severability), 12.16 (Waiver of JuryTrial), 12.17 (Submission to Jurisdiction), 12.18 (Attorneys’ Fees) and 12.19 (Remedies) of the Merger<br>Agreement are incorporated in this Agreement by reference, mutatis mutandis.
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[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.

PARENT
KEEN VISION ACQUISITION<br> CORPORATION
By:	/s/<br> Kenneth KC Wong
Name:	Kenneth KC Wong
Title:	Chief Executive Officer
COMPANY
MEDERA INC.
By:	/s/<br> Ronald A Li
Name:	Ronald A Li
Title:	Chief Executive Officer

[Signature Page to Termination and Release Agreement]