| ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 - ORGANIZATION
AND BUSINESS BACKGROUND Keen Vision Acquisition Corporation (the “Company”
or “we”, “us” and “our”) is a blank check company incorporated on June 18, 2021, under the laws of
the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing
all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination
with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or geographic
region for purposes of consummating a Business Combination. The Company is an early stage company and emerging
growth company and, as such, the Company is subject to all of the risks associated with early stage companies and emerging growth companies.
The Company has selected December 31 as its fiscal year end. As of September 30, 2024, the Company had not
commenced any operations. All activities through September 30, 2024 relate to the Company’s formation, the initial public offering
(the “Initial Public Offering” or “IPO”) and activities necessary to identify a potential target and prepare for
a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at
the earliest. The Company will generate non-operating income in the form of interest income and changes in unrealized appreciation of
Trust Account assets from the proceeds derived from the Initial Public Offering. Financing The registration statement for the Company’s
Initial Public Offering was declared effective on July 24, 2023. On July 27, 2023, the Company consummated the Initial Public Offering
of 14,950,000 units (the “Public Units”), which includes 1,950,000 Public Units upon the full exercise
by the underwriter of its over-allotment option, at $10.00 per Public Unit, generating gross proceeds of $149,500,000 to the
Company. Each Public Unit consists of one ordinary share (“Public Share”) and one redeemable warrant (“Public Warrant”)
to purchase one ordinary share at an exercise price of $11.50 per share. Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 678,575 units (the “Private Placement Units”) at a price of
$10.00 per Private Placement Unit in a private placement to KVC Sponsor LLC (the “Sponsor”), generating gross proceeds
of $6,785,750 to the Company. Each Private Placement Unit consists of one ordinary share (“Private Placement Share”)
and one redeemable warrant (“Private Warrant”) to purchase one ordinary share at an exercise price of $11.50 per whole
share. Transaction costs amounted to $6,597,980, consisting
of $2,990,000 of underwriting commissions, $2,990,000 of deferred underwriting commissions and $617,980 of other offering
costs. In addition, at July 27, 2023, cash of $1,593,452 was held outside of the Trust Account and is available for the payment of
offering costs and for working capital purposes. Cash of $151,368,750 was transferred to the Trust Account on July 27, 2023. Trust
Account The aggregate
amount of $151,368,750 ($10.125 per Public Unit) held in a trust account (“Trust Account”) established for the benefit
of the Company’s public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as trustee, will be
invested only in U.S. government treasury bills, with a maturity of 185 days or less or in money market funds investing solely in U.S.
Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company
to pay its taxes, if any, the funds in the Trust Account will not be released until the earliest of (i) the completion of the Company’s
initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend
the Company’s Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of the Company’s
obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within nine months
from the closing of the Initial Public Offering (or up to 21 months from the closing of the Initial Public Offering if the Company extends
the period of time to consummate a Business Combination, including Automatic Extension Period) or (B) with respect to any other provision
relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of the Company’s public
shares if the Company is unable to complete its initial Business Combination within nine months from the closing of the Initial Public
Offering (or up to 21 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a
Business Combination, including Automatic Extension Period), subject to applicable law. Business
Combination The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Units, although
substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide
that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80%
of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the
signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business
Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There
is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with
the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection
with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an Initial
Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which
shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company shall
not consummate such Business Combination unless (i) the Company has net tangible assets of at least US$5,000,001 after payment of
the deferred underwriting commissions, either immediately prior to, or upon such consummation of, or any greater net tangible asset or
cash requirement that may be contained in the agreement relating to, such Business Combination; or (ii) otherwise the Company is exempt
from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended. Notwithstanding the foregoing, if the Company
seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s
Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15%
or more of the public shares without the Company’s prior written consent. If a shareholder vote is not required and the
Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and
Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange
Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in
a proxy statement with the SEC prior to completing a Business Combination. The shareholders will be entitled to redeem their
public shares for a pro rata portion of the amount then in the Trust Account (initially $10.125 per public share, subject to increase
of up to an additional $0.10 per public share per each three-month extension in the event that the Sponsor elects to extend the period
of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem
their public shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed
in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
The Public Shares were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering,
in accordance with Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity The Company will proceed with a Business Combination
if (i) the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination or (ii) otherwise
the Company is exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended; and, if the Company seeks
shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote
is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant
to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the SEC,
and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior
to completing a Business Combination. The Sponsor and any of the Company’s officers
or directors that may hold Founder Shares (as described in Note 5) (as defined the “initial shareholders”) are identical to
the Public Shares except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The
Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of the initial
business combination, with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Memorandum and
Articles of Association, or a tender offer by the Company prior to a Business Combination. On March 22, 2024, the Company entered into a
non-binding letter of intent (the “LOI”) with a business combination target (the “Target”), regarding a potential
business combination involving the Target and its subsidiaries (the “Proposed Transaction”). The Target is a clinical stage
biopharmaceutical company based in Boston, U.S., focusing on i) the research, development, manufacture and use of self-developed pioneering
human stem cell-based bioengineering technology platform for novel drug discovery; and ii) the development of next-generation cell and
gene therapies for a range of difficult-to-treat or incurable diseases. With a pipeline of therapeutic candidates, the Target’s
several experimental gene therapies have already obtained U.S. Food and Drug Administration (“FDA”) Investigational New Drug
(IND) approvals as ongoing clinical trials at multiple premier hospitals in the U.S. with active patient enrolments. The LOI is non-binding and no agreement providing
for any Proposed Transaction or any other transaction or the participation by either party therein will be deemed to exist unless and
until definitive agreements have been executed. Pursuant to the IPO prospectus dated July 24, 2023, (Registration No. 333-269659) filed
by the Company for the initial public offering (the “IPO”), the Company is entitled to an automatic six-month extension to
complete a business combination (the “Automatic Extension Period”) after the execution of the LOI and has 15 months from the
closing of its IPO, or October 27, 2024, to complete its initial business combination period. On September 3, 2024, the Company has entered
into merger agreement (“Merger Agreement”) with Medera Inc. (“Medera”). The Company will incorporate a Cayman
Islands exempted company (“Acquirer”) to be a direct wholly-owned subsidiary of the Company for the purpose of the merger
of Company 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”) for the purpose of effectuating the Acquisition Merger. Upon the terms and subject to the conditions of the Merger Agreement,
(a) The Company will reincorporate by merging with and into the Acquirer, in which the Acquirer will be the surviving company and the
Company 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”). At the effective time of the Acquisition Merger,
each outstanding Medera Ordinary Share (excluding treasury shares and dissenting shares) will be cancelled 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 number of Acquirer
Ordinary Shares to be delivered by Acquirer to shareholders of Medera at the Closing is based on a net value of $622,560,000 for 100%
of Medera’s issued and outstanding ordinary shares, with each Acquirer Ordinary Share valued at $10.00. The Company will have until November 27, 2024
(unless further extended) to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate
a Business Combination within nine months (the “Combination Period”), the Company may extend the period of time to consummate
a Business Combination up to two times, each by an additional three months each time (for a total of 21 months including Automatic Extension
Period) by depositing into the Trust Account $1,495,000 (approximately $0.10 per share per each three-month extension) to complete
a Business Combination (the “Paid Extension Period”). Any funds which may be provided to extend the time frame will be in
the form of a loan to the Company from the Sponsor. The terms of any such loan have not been definitively negotiated, provided, however,
any loan will be interest free and will be repayable only if the Company completes a Business Combination. As of the date of this report, the Company has extended one time by
an additional one month each time, and so it now has until November 27, 2024 to consummate a business combination. Pursuant to the terms
of the current amended and restated memorandum and articles of association and the trust agreement between the Company and Continental
Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate our initial business combination,
the Company’s insiders or their affiliates or designees, must deposit into the Trust Account $200,000 on or prior to the date of
the applicable deadline. On October 28, 2024, the Company has deposited in an amount of $200,000 into the Trust Account in order
to extend the amount of available time to complete a business combination until November 27, 2024. Liquidation If the Company is unable to complete a Business
Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable
and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding public shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal
dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable
law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the
Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with
the funds held in the Trust Account that will be available to fund the redemption of the public shares. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering
price of $10.00 per Public Unit. The Sponsor has agreed that it will be liable
to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target
business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below
(i) $10.125 per share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of
the Trust Account due to reductions in the value of the trust assets, except as to any claims by a third party who executed a waiver of
any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have
to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses
or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account. Liquidity
and going concern At September 30, 2024, the Company has generated
a working capital deficit of $187,805 and net income of $6,600,651 for the nine months ended September 30, 2024. The Company has
incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company initially had
nine months from the consummation of the Initial Public Offering to consummate the initial Business Combination. If the Company does not
complete a Business Combination within nine months from the consummation of the Initial Public Offering, the Company will trigger an automatic
winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. As a
result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Act
(As Revised) of the British Virgin Islands. Accordingly, no vote would be required from our shareholders to commence such a voluntary
winding up, dissolution and liquidation. However, the Company may extend the period of time to consummate a Business Combination nine times
(for a total of up to 21 months from the consummation of the Initial Public Offering to complete a Business Combination, including Automatic
Extension Period). If the Company is unable to consummate the Company’s Initial Business Combination by November 27, 2024 (unless
further extended), the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s
outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest
earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company
may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s
public shareholders. In the event of dissolution and liquidation, the Company’s warrants will expire and will be worthless. Additionally, the Company may not be able to obtain
additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve
liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction,
and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available 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, 2024 (unless further extended). These unaudited condensed consolidated financial statements
do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going concern. |
