What changed in this filing

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Item 1. Business

2026-03-25 compared with 2025-03-07 · 99 added, 59 removed, 812 unchanged (16% of the section changed)

We are a blank check company

incorporated in the BVI on June 18, 2021, under the original name of Central Acquisition Limited as a BVI business company with limited

liability (meaning that our public shareholders have no liability, as shareholders of our company, for the liabilities of our company

over and above the amount paid for their shares).

We were formed for the purpose of effecting a merger, share exchange, asset acquisition,

share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer

to throughout this annual report as our “initial business combination.” On June 18, 2021, we issued 1,000 ordinary shares

to Central Group Limited, a company beneficially owned by Mr.

On September 8, 2021, we changed our name to Keen Vision Acquisition

On September 30, 2021, Central Group Limited transferred the 1,000 ordinary shares to KVC Sponsor LLC.

Any liabilities, debts,

commitments and/or obligations relating to the period prior to the acquisition of the Company by KVC Sponsor LLC has been undertaken and

shall be borne by Mr.

incorporated in the British Virgin Islands (“BVI”) on June 18, 2021, under the original name of Central Acquisition Limited

as a BVI business company with limited liability (meaning that our public shareholders have no liability, as shareholders of our company,

for the liabilities of our company over and above the amount paid for their shares).

We were formed for the purpose of effecting a merger,

share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses

or entities, which we refer to throughout this annual report as our “initial business combination.” On June 18, 2021, we issued

1,000 ordinary shares to Central Group Limited, a company beneficially owned by Mr.

On September 8, 2021, we changed our name

to Keen Vision Acquisition Corporation.

On September 30, 2021, Central Group Limited transferred the 1,000 ordinary shares to KVC Sponsor

Any liabilities, debts, commitments and/or obligations relating to the period prior to the acquisition of the Company by KVC Sponsor

LLC has been undertaken and shall be borne by Mr.

Our efforts to identify a

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(OTC Pink Sheets:

RAHGF), and as of July 6, 2023 (approximately six years after the consummation of the business combination),

the market capitalization of RAHGF was approximately $0.33 million as a result of change of regulatory regime in the PRC regarding the

peer-to-peer lending industry and CLG’s subsequent transition of its business from peer-to-peer lending business to financial management,

assessment and consulting services, debt collecting services, and financial guarantee services.

From his decades of experience in PE investments

Jason Wong has a strong track record of successful de-SPAC transactions.

From his decades of experience in PE investments in Asia, Mr.

Jason Wong has a strong track

record of successful de-SPAC transactions.

We believe our management

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On July 27, 2023, a total

of $151,368,750 of the net proceeds from the IPO and the Private Placement were deposited in a Trust Account established for the benefit

of the Company’s public shareholders.

of $151,368,750 of the net proceeds from the IPO and the Private Placement were deposited in a trust account (the “Trust Account”)

established for the benefit of the Company’s public shareholders.

The Private Units were issued

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As part of the transaction, NewCo will change its name to “Medera Inc.” and Medera will change its name to “Medera Global

On February 26, 2026, we entered

into a binding letter of intent (“LOI”) with Medera, and Novoheart Group Limited, a British Virgin Islands company and wholly

owned subsidiary of Medera (“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, we 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 us,

with we 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 us 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 our 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 us and US$1,300,000 for NVH.

Following execution of the

LOI, we 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.

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 us 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 us and Medera.

Acquisition Criteria

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a proposed business combination and a significant number of shareholders vote, or indicate an intention to vote, against such proposed

business combination, our officers, directors, initial shareholders or their affiliates could make such purchases in the open market or

in private transactions in order to influence the vote.

Notwithstanding the foregoing, our officers, directors, initial shareholders and

their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5

business combination, our officers, directors, initial shareholders or their affiliates could make such purchases in the open market

or in private transactions in order to influence the vote.

Notwithstanding the foregoing, our officers, directors, initial shareholders

and their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5

of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

Ability to Extend Time to Complete Business

We had 15 months from July

27, 2023, the closing of the IPO, to consummate our initial business combination after we signed the letter of intent on March 22, 2024.

On October 25, 2024, we held an annual meeting of shareholders.

our shareholders approved the proposal to amend our amended and restated

memorandum and articles of association to extend the date by which we have to consummate a business combination three times for nine additional

months each time 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.

As of the date of this annual report, we further extended the time

to consummate our initial business combination to March 27, 2025.

We initially had 15 months

from July 27, 2023, the closing of the IPO, to consummate our initial business combination after we signed the letter of intent on March

On October 25, 2024, we entered into an amendment to the Investment Management Trust Agreement, with Continental Stock Transfer

& Trust Company (the “Trust Amendment”).

Pursuant to the Trust Amendment, we have the right to extend the time for us

to complete our business combination under the Trust Amendment 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 for each one-month extension.

On July 22, 2025, we entered

into an amendment to the Investment Management Trust Agreement, with Continental Stock Transfer & Trust Company (the “Trust

Amendment No.

Pursuant to the Trust Amendment No.

2, we have the right to extend the time for us to complete our business combination

under the Trust Amendment No.

2 for a period of six months from July 27, 2025 to January 27, 2026, by depositing into the Trust Account

$0.03 for each remaining public shares for each one-month extension.

On January 22, 2026, we entered into an amendment to the Investment

Management Trust Agreement, with Continental Stock Transfer & Trust Company (the “Trust Amendment No.

the Trust Amendment No.

3, we have the right to extend the time for us to complete our business combination under the Trust Amendment

3 up to two additional times, each by a period of three months, from January 27, 2026 to July 27, 2026 by depositing into the Trust

Account $120,000 for each three-month extension for all remaining public shares.

As of the date of this annual report, we further extended

the time to consummate our initial business combination to April 27, 2026.

Pursuant to the terms of our

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date of this annual report, in order to extend period within which we have to consummate the business combination, our insiders or their

affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for

each one month extension $200,000, on or prior to the date of the applicable deadline.

The insiders will receive a non-interest bearing,

unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business

combination unless there are funds available outside the trust account to do so.

Such notes would either be paid upon consummation of

our initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional

private units at a price of $10.00 per unit.

Our shareholders have approved the issuance of the private units upon conversion of such

notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination.

intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

Our insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial

business combination.

To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial

business combination, such insiders (or their affiliates or designees) may deposit the entire amount required.

Any notes issued pursuant

to these loans would be in addition to any notes issued pursuant to working capital loans made to us.

As of the date of this annual report,

we have issued a total of 5 promissory notes in the aggregate amount of $1,000,000 to our sponsor.

affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account certain

amount of extension payment on or prior to the date of the applicable deadline.

The insiders will receive a non-interest bearing, unsecured

promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination

unless there are funds available outside the Trust Account to do so.

Such notes would either be paid upon consummation of our initial

business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional private

units at a price of $10.00 per unit.

Our shareholders have approved the issuance of the private units upon conversion of such notes, to

the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination.

issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

and their affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our initial business

To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business

combination, such insiders (or their affiliates or designees) may deposit the entire amount required.

Any notes issued pursuant to these

loans would be in addition to any notes issued pursuant to working capital loans made to us.

As of the date of this annual report, we

have issued a total of 16 promissory notes in the aggregate amount of $2,788,022 to our sponsor.

If we do not complete a business

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taking into account interest, if any, earned on the Trust Account, the initial per-share redemption price from the Trust Account would

be at least $10.125.

The proceeds deposited in

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or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

For a more detailed discussion

of the uncertainties relating to business combination with a China-based company, see “Risk Factors — Risks Relating

to Acquiring a Company with Operations in China.”

Enforceability of Civil Liability

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If we are deemed insolvent

for the purposes of the Insolvency Act (i.e., (1) it fails to comply with the requirements of a statutory demand that has not been

set aside under section 157 of the Insolvency Act;

(2) the execution or other process issued on a judgment, decree or order of a

BVI Court in favor of a creditor of the company is returned wholly or partly unsatisfied;

for the purposes of the Insolvency Act (i.e., (1) the company fails to comply with the requirements of a statutory demand that has

not been set aside under section 157 of the Insolvency Act;

(2) the execution or other process issued on a judgment, decree or order

of a BVI Court in favor of a creditor of the company is returned wholly or partly unsatisfied;

or (3) either the value of the company’s

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business