M&A - KVAC (Cayman) Ltd

Form Type: F-4/A

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000121390025030950

Filing Summary: This document is an amendment to the Registration Statement on Form F-4 filed by KVAC (Cayman) Limited in relation to a merger with Medera Inc. The merger is part of a business combination involving a two-step process: the Reincorporation Merger where Keen Vision will merge into KVAC (Cayman) and the Acquisition Merger where KVAC will merge with Medera. The total consideration for the Acquisition Merger amounts to approximately $622.56 million, payable in newly issued PubCo Ordinary Shares. The ownership structure post-merger will result in Medera shareholders owning 62,202,695 shares, representing about 85.2% of the total voting power of the newly formed public company, PubCo. A meeting is scheduled for shareholders to vote on critical proposals including the approval of the merger and associated plans. Additionally, there's a PIPE investment planned to raise further capital prior to closing, with risks noted regarding potential dilution for existing shareholders. The document outlines the terms of the mergers, share conversions, management structure, and listing expectations on Nasdaq.

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Form Type: F-4/A

Filing Date: 2025-03-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025024104

Filing Summary: Keen Vision Acquisition Corporation (“Keen Vision”, “KVAC”, “KV”) is proposing a complex business combination involving a merger with Medera Inc. that includes two main steps: a Reincorporation Merger where Keen Vision merges into KVAC (Cayman) Limited, and an Acquisition Merger where KVAC MS (Cayman) Limited subsequently merges with Medera. The total consideration for this acquisition is approximately $622,560,000, intended to be settled through the issuance of approximately 62,578,505 new PubCo Ordinary Shares. The meeting will address multiple proposals for shareholder approval including the approval of the Reincorporation and Acquisition Mergers, the issuance of PubCo shares, and the adoption of an Equity Incentive Plan. A significant aspect of this merger is the anticipated dilution of Keen Vision shareholders, particularly due to the potential additional issuance of shares related to PIPE investments. The document also outlines the conditions for listing the resulting shares on Nasdaq, including maintaining liquidity and shareholder approval. Additionally, the text highlights potential conflicts of interest among Keen Vision’s directors and sponsors due to their financial interests in the business combination.

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Form Type: F-4/A

Filing Date: 2025-01-28

Corporate Action: Merger

Type: Update

Accession Number: 000121390025007189

Filing Summary: KVAC (Cayman) Limited has filed Amendment No. 3 to its F-4 registration statement for a proposed business combination with Medera Inc. The merger agreement outlines a two-step process involving a reincorporation merger where Keen Vision Acquisition Corporation (KVAC) will merge with KVAC (Cayman) Limited, followed by an acquisition merger with Medera. The transaction is valued at approximately $622.56 million, set to occur once conditions in the merger agreement are satisfied, including Nasdaq listing approval. The document details the process of share conversion, resulting in current Keen Vision shareholders receiving PubCo Ordinary Shares on a one-for-one basis, and highlights the potential impact of shareholder redemptions. Shareholders will vote on multiple proposals related to the business combination, including amendments to company governance, and associated risks. The completion timeline indicates anticipated shareholder meetings and potential cash liquidity obligations at the closing of the business combination across varying redemption scenarios.

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