United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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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 annual meeting of stockholders held on October 25, 2024 (the “Annual 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 October 25, 2024. 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 for a period of nine months from October 27, 2024 to July 27, 2025, by depositing into the Trust Account $200,000 for all remaining public shares (the “Extension Payment”) for each one-month extension. 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 October 28, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $200,000 (the “Note”) to KVC Sponsor LLC, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor depositing such amount into the Company’s 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 second amended and restated memorandum and articles of association (the “M&AA”) with the British Virgin Islands Registry on October 28, 2024.
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 October 25, 2024, KVAC held the previously adjourned Annual Meeting. On September 26, 2024, the record date for the Annual Meeting, there were 19,366,075 ordinary shares of KVAC entitled to be voted at the Annual Meeting, of which 17,599,076, or approximately 90.88% of the total outstanding ordinary shares of KVAC, were represented in person or by proxy; therefore, a quorum was present.
1. Election of Directors
At the Annual Meeting, all of the following five nominees were elected to KVAC’s Board of Directors, in accordance with the voting results listed below, to serve until the next Annual Meeting and until their successors have been duly elected and have qualified.
| Nominee | For | Withheld | Broker Non-Vote | |||||||||
| WONG, Kenneth Ka Chun | 11,459,851 | 6,139,225 | 0 | |||||||||
| DAVIDKHANIAN, Alex | 12,239,548 | 5,359,528 | 0 | |||||||||
| DING, Yibing Peter | 11,904,014 | 5,695,062 | 0 | |||||||||
| CHU, William | 11,154,537 | 6,444,539 | 0 | |||||||||
| YU, Albert Cheung-Hoi | 11,904,014 | 5,695,062 | 0 | |||||||||
2. Auditor Appointment
At the Annual Meeting, the shareholders voted to ratify the appointment of ADEPTUS PARTNERS, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| FOR | AGAINST | ABSTAIN | ||
| 12,797,548 | 4,545,681 | 255,847 |
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3. 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 from October 27, 2024 to July 27, 2025 by depositing $200,000 for each one month extended. 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 | ||
| 10,443,176 | 6,900,053 | 255,847 |
4. Charter Amendment
Item 8.01. Other Events.
In connection with the shareholders’ vote at the Annual Meeting, 8,545,348 shares were tendered for redemption.
KVAC has deposited the initial payment of $200,000 in the Trust Account, to initially extend the date by which the Company can complete an initial business combination by one month to November 27, 2024.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |
| 3.1 | Second 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 October 25, 2024 | |
| 10.2 | Promissory Note dated October 28, 2024 | |
| 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: October 30, 2024 | Keen Vision Acquisition Corporation | |
| By: | /s/ WONG, Kenneth Ka Chun | |
| Name: | WONG, Kenneth Ka Chun | |
| Title: | Chief Executive Officer | |
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