Form 8-K Keen Vision Acquisition For: Jul 21
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
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or other jurisdiction of incorporation) |
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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:
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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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock 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
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
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Item 1.01. Entry Into a Material Definitive Agreement
Amendment to the Investment Management Trust Agreement
As approved by its shareholders at the extraordinary general meeting of stockholders held on July 21, 2026 (the “Extraordinary Meeting”), Keen Vision Acquisition Corporation (“KVAC”) entered into an amendment to the Investment Management Trust Agreement, with Continental Stock Transfer & Trust Company (the “Trust Amendment”) dated as of July 22, 2026. Pursuant to the Trust Amendment, KVAC has the right to extend the time for KVAC to complete its business combination (the “Business Combination Period”) under the Trust Agreement up to four additional times, each by a period of three months, from July 27, 2026 to July 27, 2027 by depositing into the Company’s trust account (the “Trust Account”) $30,000 for each three-month extension for all remaining public shares (the “Extension Payment”).
The foregoing description of the Trust Amendment is qualified in its entirety by reference to the full text of the Trust Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.
Promissory Note
On July 24, 2026, the Company issued an unsecured promissory note in the aggregate principal amount of $30,000 (the “Note”) to KVC Sponsor LLC, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor depositing such amount into the Trust Account in order to extend the amount of time it has available to complete a business combination. The Note does not bear interest and matures upon the closing of a business combination by the Company. In addition, the Note may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
As approved by its shareholders at the Annual Meeting, KVAC filed its fifth amended and restated memorandum and articles of association (the “M&AA”) with the British Virgin Islands Registry on July 23, 2026.
The foregoing description of KVAC’s M&AA is qualified in its entirety by reference to the full text of KVAC’s M&AA, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 21, 2026, KVAC held the Extraordinary Meeting. On June 24, 2026, the record date for the Extraordinary Meeting, there were 5,506,521 ordinary shares of KVAC entitled to be voted at the Annual Meeting, of which 5,227,979, or approximately 95.85% of the total outstanding ordinary shares of KVAC, were represented in person or by proxy; therefore, a quorum was present.
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1. Trust Amendment
Shareholders approved the proposal to amend KVAC’s Investment Management Trust Agreement by and between KVAC and Continental Stock Transfer & Trust Company, dated as of July 24, 2023, giving KVAC the right to extend the Business Combination Period up to four additional times, each by a period of three months, from July 27, 2026 to July 27, 2027 by depositing into the Trust Account $30,000 for each three-month extension for all remaining public shares. Adoption of the Trust Amendment required approval by the affirmative vote of at least 50% of the outstanding shares. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,982,736 | 295,218 | 25 |
2. Charter Amendment
Shareholders approved the proposal to amend KVAC’s M&AA, giving KVAC the right to extend the Business Combination Period up to four additional times, each by a period of three months, from July 27, 2026 to July 27, 2027 by depositing into the Trust Account $30,000 for each three-month extension for all remaining public shares. The approval of the Charter Amendment Proposal requires a resolution of members under the M&AA, being the affirmative vote of a majority of the Company’s ordinary shares issued and outstanding and entitled to vote and which are present (in person or by proxy) at the Meeting and which voted on the matter is required. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 4,982,736 | 295,218 | 25 |
Item 8.01. Other Events.
In connection with the shareholders’ vote at the Annual Meeting, 935,966 shares were tendered for redemption.
KVAC has deposited the initial payment of $30,000 in the Trust Account, to initially extend the date by which the Company can complete an initial business combination by three months to October 27, 2026.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |
| 3.1 | Fifth Amended and Restated Memorandum and Articles of Association of KVAC | |
| 10.1 | Amendment to the Investment Management Trust Agreement between KVAC and Continental Stock Transfer & Trust Company dated July 22, 2026 | |
| 10.2 | Promissory Note dated July 24, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 27, 2026 | Keen Vision Acquisition Corporation | |
| By: | /s/ WONG, Kenneth KC | |
| Name: | WONG, Kenneth KC | |
| Title: | Chief Executive Officer | |
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ATTACHMENTS / EXHIBITS
FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KVAC
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