As filed with the Securities and Exchange Commission on October 18, 2024.

Registration No. 333-282312

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KVAC (Cayman) Limited

(Exact name of Registrant as specified in its charter)

37 Greenbriar Drive
Summit, New Jersey 07901

Telephone: (203) 609-1394

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

KVAC (Cayman) Limited

37 Greenbriar Drive
Summit, New Jersey 07901

Telephone: (203) 609-1394

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Medera Inc.

(Exact name of Co-Registrant as specified in its charter)

The Co-Registrant has the following principal executive office:

Medera Inc.

6 Tide Street, 2nd Floor

Boston, Massachusetts 02210

The agent for service for the Co-Registrant is:

Ronald Li

Chief Executive Officer

Medera Inc.

6 Tide Street, 2nd Floor

Boston, Massachusetts 02210  

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement are satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Registrant and Co-Registrant:

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant and the Co-Registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and the Co-Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction or state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED [  ], 2024

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
KEEN VISION ACQUISITION CORPORATION
AND PROSPECTUS FOR ORDINARY SHARES AND WARRANTS
OF [       ]

Proxy Statement/Prospectus dated [  ], 2024

and first mailed to the shareholders of Keen Vision Acquisition Corporation on or about [  ], 2024

To the Shareholders of Keen Vision Acquisition Corporation:

You are cordially invited to attend the extraordinary general meeting of the Shareholders of Keen Vision Acquisition Corporation (“Keen Vision”, “KVAC”, “KV”, “we”, “our”, or “us”), which will be held at [  ], on [  ], 2024 (the “Extraordinary General Meeting”) and virtually using the following dial-in information:

Keen Vision is a business company incorporated under the laws of the BVI with limited liability as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” The business combination will be completed through a two-step process consisting of the Reincorporation Merger (as defined below) and the Acquisition Merger (as defined below). The Reincorporation Merger and the Acquisition Merger are collectively referred to herein as the “Business Combination.”

Keen Vision has entered into a Merger Agreement with Medera (as defined below), dated as of September 3, 2024 (as it may be amended from time to time, the “Merger Agreement”), which provides for a Business Combination between Keen Vision and Medera Inc. (“Medera”), an exempted company incorporated under the laws of the Cayman Islands with limited liability. Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the shareholders of Keen Vision, Keen Vision will merge with and into KVAC (Cayman) Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability and a direct wholly-owned subsidiary of Keen Vision (such company before the Business Combination is referred to as “NewCo” and upon and following the Acquisition Merger is hereinafter sometimes referred to as “PubCo”), with NewCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); (ii) promptly after the Reincorporation Merger, KVAC MS (Cayman) Limited (“Merger Sub”), an exempted company incorporated under the laws of the Cayman Islands with limited liability and a direct wholly-owned subsidiary of NewCo, will be merged with and into Medera, with Medera remaining as the surviving entity, resulting in Medera being a wholly-owned subsidiary of PubCo (the “Acquisition Merger”). The aggregate consideration for the Acquisition Merger (the “Merger Consideration”) is $622,560,000, subject to certain adjustments as described in the Merger Agreement (which adjustments are described in greater detail further below), payable to the Medera Shareholders (as defined below) in the form of newly issued PubCo Ordinary Shares (as defined below) valued at $10.00 per share. The calculation of the Merger Consideration, taking into account the adjustments described in the Merger Agreement and based on the pro forma financial information, would result in the aggregate issuance to the Medera Shareholders at the Closing, of 62,775,144 PubCo Ordinary Shares (the “Closing Payment Shares”). As part of the transaction, NewCo will change its name to “Medera Inc.” and Medera will change its name to “Medera Global Inc.”

PIPE Investment

In connection with the transactions contemplated by the Merger Agreement, it is expected that KVAC will use commercially reasonable efforts to enter into subscription agreements, in the form and substance as reasonably agreed upon by KVAC and the Medera (the “Subscription Agreements”), with certain investors providing for aggregate investments in KVAC Ordinary Shares in a private placement on or prior to the Closing, at $10.00 per KVAC Ordinary Share (the “PIPE Investment”). KVAC Shareholders who do not exercise their redemption rights will experience dilution as a consequence of the issuance of KVAC Ordinary Shares as consideration in the Private Placement, including:

PubCo will be a “controlled company” as defined under the Nasdaq Listing Rules, because certain shareholders of Medera will be able to exercise a majority of the aggregate voting power of PubCo’s issued and outstanding share capital upon the completion of the Business Combination, regardless of the number of share redemptions by Keen Vision’s shareholders, and as such, may have the ability to control the outcome of matters submitted to shareholders for approval. See the sections entitled “PubCo’s Directors and Executive Officers after the Business Combination” and “Security Ownership of The Combined Company after the Business Combination” of this proxy statement/prospectus for more details.

One of the conditions to the obligations of Medera to consummate the Closing of the Business Combination is that the initial listing application of PubCo with Nasdaq or, alternatively, NYSE, NYSE American, or any successor thereto (an “Alternate Exchange”), as applicable, in connection to the contemplated transactions shall have been conditionally approved and, immediately following the Effective Time, NewCo shall satisfy any applicable initial and continuing listing requirements of Nasdaq or an Alternate Exchange, as applicable, and NewCo shall not have received any notice of non-compliance therewith and the additional listing of the Merger Consideration Shares shall have been approved by Nasdaq. The terms of the Merger Agreement permit that this condition may be waived in writing by Keen Vision and Medera, without recirculation or resolicitation of this registration statement. Shareholders may not have certainty at the time they vote regarding whether PubCo’s securities will be listed on a national securities exchange following the Business Combination.

NewCo was incorporated on August 28, 2024 and Merger Sub was incorporated on July 10, 2024. On September 16, 2024, NewCo and Merger Sub executed a joinder agreement with Keen Vision and Medera, pursuant to which NewCo and Merger Sub agreed to be bound by the terms of the original Merger Agreement.

The ordinary shares of PubCo, par value $0.0001 per share, will be classified into one class (the “PubCo Ordinary Shares”) where each PubCo Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the post-Business Combination company. At the closing of the Business Combination, the former shareholders of Keen Vision will receive the consideration specified below and the shareholders of Medera will receive an aggregate of 62,775,144 PubCo Ordinary Shares, subject to certain adjustments as described in the Merger Agreement. In addition, 15% of the PubCo Ordinary Shares issued and outstanding upon closing will be reserved and authorized for issuance under PubCo’s equity incentive plan upon closing (the “Equity Incentive Plan”).

At the Extraordinary General Meeting, shareholders of Keen Vision will be asked to consider and vote upon the following proposals:

If shareholders of Keen Vision approve the Reincorporation Merger Proposal and the Acquisition Merger Proposal, then, immediately prior to the consummation of the Business Combination, all outstanding units of Keen Vision (each of which consists of one KVAC Ordinary Share (as defined below) and one KVAC Warrant (as defined below)) (the “KVAC Units”) will separate into their individual components of KVAC Ordinary Shares and KVAC Warrants, and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of shareholders of Keen Vision shall be exchanged as follows:

Assuming exercise and conversion of all Keen Vision securities held by the Initial Shareholders, under (i) a no redemption scenario, (ii) an interim redemption scenario, assuming 50% redemptions, and (iii) a maximum redemption scenario, immediately upon consummation of the Business Combination, as of the Closing the Initial Shareholders will own [     ] PubCo Ordinary Shares, representing approximately [      ] %, [      ]%, and [    ]% of the issued PubCo Ordinary Shares, respectively. The PubCo Ordinary Shares issuable to the Initial Shareholders in respect of the Keen Vision securities held by the Initial Shareholders includes (i) [      ] KVAC Ordinary Shares; (ii) [      ] KVAC Ordinary Shares included as part of the Private Units; and (iii) [      ] PubCo Ordinary Shares into which the Notes will be converted at $10.00 per share.

These relative percentages assume that (i) none of KVAC’s existing public shareholders exercise their redemption rights or dissenting rights, as discussed herein; (ii) there is no exercise or conversion of PubCo Warrants and (iii) the Notes (as defined herein) have not been converted. If any of existing public shareholders of Keen Vision exercise their redemption rights, the anticipated percentage ownership of existing shareholders of Keen Vision will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The KVAC Units, KVAC Ordinary Shares and KVAC Warrants are currently listed on the Nasdaq Global Market under the symbols “KVACU”, “KVAC”, and “KVACW,” respectively. PubCo intends to apply to list the PubCo Ordinary Shares and PubCo Warrants on the Nasdaq Stock Market under the symbols “MDER” and “MDERW,” respectively, in connection with the closing of the Business Combination. Each KVAC Unit consists of one KVAC Ordinary Share and one KVAC Warrant, exercisable 30 days after the consummation of the Business Combination.

Keen Vision cannot assure you that the PubCo Ordinary Shares and PubCo Warrants will be approved for listing on Nasdaq.

Investing in PubCo securities involves a high degree of risk. See “Risk Factors” beginning on page 36 for a discussion of information that should be considered in connection with an investment in PubCo securities.

As of October [ ], 2024, there was approximately $[ ] in the Keen Vision trust account of (the “Trust Account”). On [  ], 2024, the last sale price of KVAC Ordinary Shares was $[  ].

Following the completion of the Business Combination, the issued and outstanding share capital of PubCo will consist of PubCo Ordinary Shares. The shareholders of Medera (the “Medera Shareholders”) will beneficially own 62,755,144 of the issued PubCo Ordinary Shares and will be able to exercise 76.4% of the total voting power of the issued and outstanding share capital of PubCo immediately following the completion of the Business Combination, assuming that (i) none of the existing public shareholders of Keen Vision exercise their redemption rights or dissenting rights, as discussed herein, and (ii) there is no exercise or conversion of PubCo Warrants.

Pursuant to Keen Vision’s amended and restated memorandum and articles of association (the “M&AA” or the “Current Charter”), Keen Vision is providing its public shareholders with the opportunity to redeem all or a portion of their KVAC Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in its Trust Account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding KVAC Ordinary Shares that were sold as part of the KC Units in the IPO, subject to the limitations described herein. Keen Vision estimates that the per-share price at which KVAC Ordinary Shares held by the public (the “Public Shares”) may be redeemed from cash held in the Trust Account will be approximately $[  ] at the time of the Extraordinary General Meeting. The public shareholders of Keen Vision may elect to redeem their shares even if they vote for the Reincorporation Merger or do not vote at all. Keen Vision has no specified maximum redemption threshold under the M&AA. Keen Vision will consummate our initial business combination only if it has net tangible assets of at least $5,000,001 upon such consummation; provided, however, that the foregoing restriction will not apply if the NTA Requirement Amendment Proposal is approved by the shareholders. According to the M&AA, no single shareholder of Keen Vision acting together with any affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of KVAC Ordinary Shares may exercise this redemption right with respect to more than 15% of the Public Shares without prior consent of Keen Vision.

The Closing is conditioned upon, among other things, Keen Vision having at least $40,000,000 in available liquidity immediately prior to the Business Combination, representing the sum of: (i) funds in the Trust Account (as defined in the Merger Agreement) following the exercise of all redemption rights by the shareholders of Keen Vision, plus (ii) cash available from any other sources, including, without limitation, (x) 50% of the cash proceeds of any equity and/or debt financing arrangement from investors introduced by Medera, and which investors have, prior to the date of the Merger Agreement, indicated investment commitments (with investment amounts) (in connection therewith, Medera shall provide Keen Vision with a list of such investors within 10 days after the date of the Merger Agreement); (y) 100% of the cash proceeds of any equity financing provided by any investor not on such commitment list; and (z) revenues reasonably expected to be received by Medera during the 12-month period following the Closing Date from any binding licensing agreements arising out of, relating to or resulting from Medera’s technology or clinical asset platforms (the “Minimum Cash Condition”).

The following table summarizes the pro forma ownership of PubCo Ordinary Shares upon Closing of the Business Combination, including Ordinary Shares underlying Units, and Ordinary Shares following the Business Combination under (i) a no redemption scenario, (ii) an interim redemption scenario, assuming 50% redemption, and (iii) a maximum redemption scenario:

Potential Impact of Additional Dilution

The table below shows the potential impact of additional dilution owing to shares underlying KVAC Public Warrants and Private Warrants:

Compensation Received by the Sponsor

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by SPAC to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

The retention of shares by Sponsor and the reimbursements payable to Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming public shareholders of Keen Vision. See “Notes to Unaudited Pro Forma Condensed Combined Financial Information.”

Conflicts of Interest

Directors and officers of Keen Vision may have interests in the Business Combination that are different from your interests as a shareholder. One of the controllers of the Sponsor is a director of Keen Vision, Mr. Kenneth K.C. Wong (“Mr. Kenneth Wong”). In September 2021, an aggregate of 3,737,500 insider shares were issued to our Sponsor for an aggregate contribution of $25,000. Simultaneously with the closing of the IPO, Keen Vision consummated the private placement (the “Private Placement”) with the Sponsor of 678,575 KVAC Units (the “Private Unit(s)”), generating total proceeds of $6,785,750. The following table sets forth information regarding directors and officers of Keen Vision and the Sponsor’s beneficial interests in securities of Keen Vision as at [  ], 2024:

Notes:

Each of the following individuals (directors, officers or other affiliates of Keen Vision) has an economic interest in the insider shares currently held by the Sponsor. The economic interest (or deemed economic interest) of these individuals in these 4,416,075 shares retained by the Sponsor is shown below:

On December 31, 2022, Keen Vision issued an unsecured promissory note to the Sponsor, pursuant to which Keen Vision may borrow up to an aggregate principal amount of $500,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of consummation of the IPO or the date on which Keen Vision determine not to conduct the IPO. As of December 31, 2023, December 31, 2022 and 2021, the Sponsor had loaned Keen Vision an aggregate of $0, $173,573 and $117,497, respectively, to be used to pay formation expenses and a portion of the expenses of the IPO. The loan is payable without interest on the date on which Keen Vision consummated the IPO. Keen Vision repaid this loan from the proceeds of the IPO not being placed in the Trust Account.

If Keen Vision does not consummate an initial business combination by October 27, 2024, or April 27, 2025 (21 months after the consummation of the IPO, if the time period is extended, as described herein), it will be required to dissolve and liquidate and the securities held by the Initial Shareholders will be worthless because the Initial Shareholders have agreed to waive their rights to any liquidation distributions. The 140,000 and 4,276,075 PubCo Ordinary Shares into which the 140,000 and 4,276,075 KVAC Ordinary Shares held by the directors of Keen Vision and the Sponsor (including the KVAC Ordinary Shares included in the KVAC Units), respectively, will automatically convert in connection with the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $[  ] million and $[  ] million respectively, based upon the closing price of $[  ] per share on Nasdaq on [  ], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus. The [  ] PubCo Warrants into which the [  ] KVAC Warrants held by the Sponsor will automatically convert in connection with the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $[  ] million, based upon the closing price of $[  ] per warrant on Nasdaq on [  ], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus. As a result of the interests of the Sponsor and the directors and officers of Keen Vision in securities of Keen Vision, the Sponsor and the directors and officers of Keen Vision have an incentive to complete an initial business combination and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect the initial business combination of Keen Vision.

Moreover, prior to the IPO, Keen Vision issued an aggregate of 3,737,500 Insider Shares to the Initial Shareholders for an aggregate purchase price of $25,000. As of the date of this prospectus, the Initial Shareholders hold an aggregate of 3,737,500 Insider Shares the purchase price of which was $25,000, or approximately $0.007 per share. As a result, Sponsor and the directors and officers of Keen Vision will have rates of return on their respective investments which differ from the rate of return of shareholders of Keen Vision who purchased KVAC Ordinary Shares at various other prices, including KVAC Ordinary Shares included in KVAC Units that were sold at $10.00 per unit in the IPO. Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding KVAC Ordinary Shares will convert automatically, on a one-for-one basis, into one PubCo Ordinary Share. In the event the share price of PubCo Ordinary Shares falls below the price paid by a shareholder of Keen Vision at the time of purchase of the KVAC Ordinary Shares by such shareholder, a situation may arise in which the Sponsor or a director of Keen Vision maintains a positive rate of return on its/ his/her KVAC Ordinary Shares while such shareholder of Keen Vision experiences a negative rate of return on the shares such shareholder of Keen Vision purchased. The securities currently owned by the Initial Shareholders will have a significantly higher value at the time of the Business Combination than at the time of purchase. For purpose of illustration, given that as of the date hereof, the Initial Shareholders collectively hold 4,416,075 KVAC Ordinary Shares, including 3,737,500 Insider Shares and 678,575 shares included in the Private Units, based on an estimated market price of $[       ] per PubCo Ordinary Share (i.e. being the KVAC Ordinary Shares closing price on [  ], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus) immediately after Closing, the aggregate value of PubCo Ordinary Shares owned by the Initial Shareholders would be $[  ] and the Initial Shareholders would have a potential aggregate profit of $[  ], representing a profit of $[  ] per PubCo Ordinary Share, whereas other public shareholders of Keen Vision would only have a profit of $[  ] per PubCo Ordinary Share.

As a result of the interests of the Initial Shareholders in securities of Keen Vision, the Initial Shareholders will benefit from the completion of the Business Combination and therefore may be incentivized to complete the Business Combination even if it is with a less favorable target company or on terms less favorable to shareholders of Keen Vision, rather than liquidate. They may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect the initial business combination of Keen Vision.  See “Proposal No. 2. - The Acquisition Merger Proposal - Interests of Certain Persons in the Business Combination.”

Keen Vision did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination because it relied on the financial skills and background of its officers and directors. The board of Keen Vision believed that the officers and directors of Keen Vision have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination.

As of the date of this prospectus/proxy statement, Keen Vision has not entered into any agreement, arrangement, or understanding, including any payments, between the Sponsor and unaffiliated security holders of Keen Vision regarding the redemption of outstanding securities of Keen Vision.

Keen Vision is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. The Sponsor, which owns approximately [  ]% of the outstanding KVAC Ordinary Shares as of the record date, has agreed to vote its KVAC Ordinary Shares in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intends to vote for the Nasdaq Proposal, Governance Proposal, Equity Incentive Plan Proposal, Director Approval Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal, although there is no agreement in place with respect to voting on those latter proposals.

Each shareholder’s vote is very important. Whether or not you plan to attend the Extraordinary General Meeting in person (including by virtual presence), please submit your proxy card without delay. Shareholders of Keen Vision may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person (including by virtual presence) if such shareholder subsequently chooses to attend the Extraordinary General Meeting. If you are a holder of record and you attend the Extraordinary General Meeting and wish to vote in person (including by virtual presence), you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person (including by virtual presence) or by proxy and abstaining from voting and broker non-votes will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person (including by virtual presence), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting of shareholders. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person (including by virtual presence), you may withdraw your proxy and vote in person (including by virtual presence).

This proxy statement/prospectus provides you with detailed information about the Merger Agreement and other matters to be considered at the Extraordinary General Meeting. We encourage you to read this entire proxy statement/prospectus, including the annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 36 of this proxy statement/prospectus.

The Board of Keen Vision has unanimously approved the Merger Agreement, the BVI Plan and Articles of Merger and the Plan of Merger, and unanimously recommends that the shareholders of Keen Vision to vote “FOR” approval of each of the Proposals. When you consider the Board’s recommendation of these Proposals, you should keep in mind that directors and officers of Keen Vision have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See the section titled “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Business Combination.”

On behalf of Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

HOW TO OBTAIN ADDITIONAL INFORMATION

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Keen Vision with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor, at:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Individuals call toll-free: 1-877-870-8565
Brokers call: 1-206-870-8565
Email: ksmith@advantageproxy.com

If you would like to request documents, please do so no later than one week prior to the meeting date to receive them before the Extraordinary General Meeting. Please be sure to include your complete name and address in your request. Please see the section titled “Where You Can Find Additional Information” to find out where you can find more information about Keen Vision, PubCo and Medera. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of Keen Vision, PubCo and Medera has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement/prospectus:

Keen Vision Acquisition Corporation

37 Greenbriar Drive

Summit, NJ 07901

Tel: (203) 609-1394

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON [  ], 2024

TO THE SHAREHOLDERS OF KEEN VISION ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Shareholders of Keen Vision Acquisition Corporation, a company incorporated under the laws of the British Virgin Islands (the “BVI”) with limited Liability (“Keen Vision”), will be held at [  ] on [  ], 2024 at [  ]AM/PM Eastern Time (the “Extraordinary General Meeting”) and virtually using the following dial-in information:

The Extraordinary General Meeting will be held for the purposes of considering and voting upon, and if thought fit passing and approving, the following resolutions:

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Keen Vision will not consummate the Business Combination. If Keen Vision does not consummate the Business Combination and fails to complete an initial business combination by October 27, 2024, or April 27, 2025 (21 months after the consummation of the IPO, if the time period is extended), Keen Vision will be required to dissolve and liquidate. As disclosed in the prospectus of Keen Vision in relation to the IPO, Keen Vision originally had 9 months after the consummation of the IPO to consummate an initial business combination and may extend such period to a total of 21 months after the consummation of the IPO. On March 22, 2024, Keen Vision entered into a letter of intent (“LOI”) with a business combination target, Medera. Accordingly, Keen Vision is entitled to an automatic six-month extension to complete the Business Combination after the execution of the LOI and has 15 months from the closing of its IPO to do so. 

As of [*], 2024, the record date, there were 19,366,075 KVAC Ordinary Shares issued and outstanding and entitled to vote. Only shareholders of Keen Vision who hold shares of record as of the close of business on [  ] are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. This proxy statement/prospectus is first being mailed to shareholders of Keen Vision on or about [  ]. Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares³ present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof[; provided, however, that if holders of [*] or more of the Ordinary Shares purchased in the IPO demand redemption of their Ordinary Shares, then the Business Combination may not be completed because net tangible assets of Keen Vision will then be less than US$5,000,001]. According to the amended and restated memorandum and articles of association of Keen Vision, Keen Vision shall not repurchase Public Shares in an amount that would cause its net tangible assets to be less than US$5,000,001; provided, however, that the foregoing restriction will not apply if the NTA Requirement Amendment Proposal is approved by the shareholders.

Assuming that a quorum is present, attending the Extraordinary General Meeting either in person (including by virtual presence) or by proxy and abstaining from voting will have no effect on any of the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

Whether or not you plan to attend the Extraordinary General Meeting in person (including by virtual presence), please submit your proxy card without delay to the proxy solicitor not later than the time appointed for the Extraordinary General Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the Extraordinary General Meeting. If you fail to return your proxy card and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. You may revoke a proxy at any time before it is voted at the Extraordinary General Meeting by executing and returning a proxy card dated later than the previous one, by attending the Extraordinary General Meeting in person and casting your vote by ballot or by submitting a written revocation to the proxy solicitor, that is received by the proxy solicitor before we take the vote at the Extraordinary General Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

The board of directors of Keen Vision unanimously recommends that you vote “FOR” approval of each of the Proposals.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed by PubCo (File No. 333-[  ]) with the SEC, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of (i) the PubCo Ordinary Shares to shareholders of Keen Vision, (ii) the PubCo Warrants to holders of KVAC Warrants in exchange for the KVAC Warrants, and (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Extraordinary General Meeting at which shareholders of Keen Vision will be asked to consider and vote upon the Proposals to approve the Reincorporation Merger, the Acquisition Merger, the Nasdaq Proposal, the Governance Proposal, the Equity Incentive Plan Proposal the Director Approval Proposal and the NTA Requirement Amendment Proposal.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

WHERE YOU CAN FIND MORE INFORMATION

As a foreign private issuer, after the consummation of the Business Combination, PubCo will be required to file its Annual Report on Form 20-F with the SEC no later than four months following its fiscal year end. Keen Vision files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read SEC filings of Keen Vision, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.report.

Information and statements contained in this proxy statement/prospectus, or any annex to this proxy statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/prospectus.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact the proxy solicitor at:

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Individuals call toll-free: 1-877-870-8565

Brokers call: 1-206-870-8565

Email: ksmith@advantageproxy.com

All information contained in this proxy statement/prospectus relating to Keen Vision, PubCo and Merger Sub has been supplied by Keen Vision, and all such information relating to Medera has been supplied by Medera. Information provided by either of Keen Vision or Medera does not constitute any representation, estimate or projection of the other party.

Neither Keen Vision, PubCo, Merger Sub nor Medera has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of PubCo, Keen Vision and/or Medera and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Medera,” and “Business of Medera”. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Keen Vision and Medera, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Keen Vision and the following:

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Keen Vision, Medera and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Medera, Keen Vision, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, PubCo, Medera and Keen Vision undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

Approval of each of the Proposals requires the affirmative vote of the holders of a majority of the issued and outstanding KVAC Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof; provided, however, that if holders of more than [*] KVAC Ordinary Shares exercise their redemption rights then the Business Combination may not be completed because Keen Vision’s net tangible assets will then be less than US$5,000,001. According to the M&AA, Keen Vision shall not repurchase Public Shares in an amount that would cause its net tangible assets to be less than US$5,000,001; provided, however, that the foregoing restriction will not apply if the NTA Requirement Amendment Proposal is approved by the shareholders. Pursuant to the Merger Agreement, there is no minimum cash requirement for the Trust Account in order to complete the Business Combination; however, the Minimum Cash Condition will apply. The Closing is conditioned upon, among other things, the Minimum Cash Condition, namely, Keen Vision having at least $40,000,000 in available liquidity immediately prior to the Business Combination, representing the sum of: (i) funds in the Trust Account (as defined in the Merger Agreement) following the exercise of all redemption rights by the shareholders of Keen Vision, plus (ii) cash available from any other sources, including, without limitation, (x) 50% of the cash proceeds of any equity and/or debt financing arrangement from investors introduced by Medera, and which investors have, prior to the date of the Merger Agreement, indicated investment commitments (with investment amounts) (in connection therewith, Medera shall provide Keen Vision with a list of such investors within 10 days after the date of the Merger Agreement); (y) 100% of the cash proceeds of any equity financing provided by any investor not on such commitment list; and (z) revenues reasonably expected to be received by Medera during the 12-month period following the Closing Date from any binding licensing agreements arising out of, relating to or resulting from Medera’s technology or clinical asset platforms. Therefore, even if the Business Combination Proposal is approved, the Business Combination will not close if Keen Vision does not have sufficient cash remaining to meet the Minimum Cash Condition.

As of the record date, 4,416,075 shares held by the Initial Shareholders, including the Sponsor and all of the officers and directors of Keen Vision to the extent they hold KVAC Ordinary Shares, or approximately 22.8% of the outstanding KVAC Ordinary Shares, would be voted in favor of each of the Proposals.

Notes:

Each of the following individuals (directors, officers or other affiliates of Keen Vision) has an economic interest in the insider shares currently held by the Sponsor. The economic interest (or deemed economic interest) of these individuals in these 4,416,075 shares retained by the Sponsor is shown below:

On December 31, 2022, Keen Vision issued an unsecured promissory note to the Sponsor, pursuant to which Keen Vision may borrow up to an aggregate principal amount of $500,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of consummation of the IPO or the date on which Keen Vision determine not to conduct the IPO. As of December 31, 2023, December 31, 2022 and 2021, the Sponsor had loaned Keen Vision an aggregate of $0, $173,573 and $117,497, respectively, to be used to pay formation expenses and a portion of the expenses of the IPO. The loan is payable without interest on the date on which Keen Vision consummated the IPO. Keen Vision repaid this loan from the proceeds of the IPO not being placed in the Trust Account.

As of June 30, 2024, there were $10,000 out-of-pocket unpaid reimbursable expenses for which the Initial Shareholders, including the Sponsor and its affiliates, are awaiting reimbursement.

If Keen Vision does not consummate an initial business combination by October 27, 2024, or April 27, 2025 (21 months after the consummation of the IPO, if the time period is extended, as described herein), it will be required to dissolve and liquidate and the securities held by the Initial Shareholders will be worthless because the Initial Shareholders have agreed to waive their rights to any liquidation distributions. The 140,000 and 4,276,075 PubCo Ordinary Shares into which the 140,000 and 4,276,075 KVAC Ordinary Shares held by the directors of Keen Vision and the Sponsor (including the KVAC Ordinary Shares included in the KVAC Units), respectively, will automatically convert in connection with the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $[  ] million and $[  ] million respectively, based upon the closing price of $[  ] per share on Nasdaq on [  ], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus. The [  ] PubCo Warrants into which the [  ] KVAC Warrants held by the Sponsor will automatically convert in connection with the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $[  ] million, based upon the closing price of $[  ] per warrant on Nasdaq on [  ], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus. As a result of the interests of the Sponsor and the directors and officers of Keen Vision in securities of Keen Vision, the Sponsor and the directors and officers of Keen Vision have an incentive to complete an initial business combination and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect the initial business combination of Keen Vision.

Moreover, prior to the IPO, Keen Vision issued an aggregate of 3,737,500 Insider Shares to the Initial Shareholders for an aggregate purchase price of $25,000. As of the date of this prospectus, the Initial Shareholders hold an aggregate of 3,737,500 Insider Shares the purchase price of which was $25,000, or approximately $0.007 per share. As a result, Sponsor and the directors and officers of Keen Vision will have rates of return on their respective investments which differ from the rate of return of shareholders of Keen Vision who purchased KVAC Ordinary Shares at various other prices, including KVAC Ordinary Shares included in KVAC Units that were sold at $10.00 per unit in the IPO. Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding KVAC Ordinary Shares will convert automatically, on a one-for-one basis, into one PubCo Ordinary Share. In the event the share price of PubCo Ordinary Shares falls below the price paid by a shareholder of Keen Vision at the time of purchase of the KVAC Ordinary Shares by such shareholder, a situation may arise in which the Sponsor or a director of Keen Vision maintains a positive rate of return on its/ his/her KVAC Ordinary Shares while such shareholder of Keen Vision experiences a negative rate of return on the shares such shareholder of Keen Vision purchased. The securities currently owned by the Initial Shareholders will have a significantly higher value at the time of the Business Combination than at the time of purchase. For purpose of illustration, given that as of the date hereof, the Initial Shareholders collectively hold 4,416,075 KVAC Ordinary Shares, including 3,737,500 Insider Shares and 678,575 shares included in the Private Units, based on an estimated market price of $[       ] per PubCo Ordinary Share (i.e. being the KVAC Ordinary Shares closing price on [  ], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus) immediately after Closing, the aggregate value of PubCo Ordinary Shares owned by the Initial Shareholders would be $[  ] and the Initial Shareholders would have a potential aggregate profit of $[  ], representing a profit of $[  ] per PubCo Ordinary Share, whereas other public shareholders of Keen Vision would only have a profit of $[  ] per PubCo Ordinary Share.

As a result of the interests of the Initial Shareholders in securities of Keen Vision, the Initial Shareholders will benefit from the completion of the Business Combination and therefore may be incentivized to complete the Business Combination even if it is with a less favorable target company or on terms less favorable to shareholders of Keen Vision, rather than liquidate. They may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect the initial business combination of Keen Vision.

The exercise of discretion of directors’ and officers’ of Keen Vision in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in best interests of the shareholders of Keen Vision.

This proxy statement includes instructions on how to access the virtual Extraordinary General Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Any corrected or changed written demand of redemption rights must be received by the transfer agent of Keen Vision two business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Extraordinary General Meeting.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against, or abstain from voting on, the Business Combination and whether or not they are holders of KVAC Ordinary Shares as of the record date. Any public shareholder who holds KVAC Ordinary Shares on or before [  ], 2024 (two business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company, LLC

1 State Street, 30th Floor

New York, NY 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

Shareholders of Keen Vision holding both KVAC Ordinary Shares and KVAC Warrants may redeem their KVAC Ordinary Shares but retain the KVAC Warrants, which, if the Business Combination closes, will become PubCo Warrants. The cost of those retained warrants is borne by PubCo and non-redeeming shareholders. Assuming that 100% of the KVAC Public Shares held by shareholders of Keen Vision were to be redeemed, the [  ] retained outstanding KVAC Warrants, which will be automatically and irrevocably assigned to, and assumed by, PubCo following the Closing of the Business Combination, would have an aggregate value of $[  ] million, based on a price per KVAC Warrants of $[  ] on [  ], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus. In addition, on [  ], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus, the price per share of KVAC Ordinary Shares closed at $[  ]. If PubCo Ordinary Shares are trading above the exercise price of $11.50 per warrant, the PubCo Warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable 30 days following the Closing of the Business Combination) and this in turn increases the risk to non-redeeming shareholders that the PubCo Warrants will be exercised, which would result in immediate dilution to the non-redeeming shareholders.

In addition, once the PubCo Warrants become exercisable, PubCo may redeem the outstanding PubCo Warrants at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, and if the last sales price of the PubCo Ordinary Shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business days before PubCo sends the notice of redemption. For context, as of the close of trading on [  ], 2024 (the most recent practicable date prior to the date of this proxy statement/prospectus), the trading price of KVAC Ordinary Shares on Nasdaq was $[  ], and the highest and lowest closing price of the KVAC Ordinary Shares during the prior three months was $[  ] and $[  ], respectively. Redemption of the outstanding PubCo Warrants could force holders (i) to exercise their PubCo Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell PubCo Warrants at the then-current market price when they might otherwise wish to hold PubCo Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding PubCo Warrants are called for redemption, is likely to be substantially less than the market value of the PubCo Warrants.

As of the date of this prospectus/proxy statement, KVAC has not entered into any agreement, arrangement, or understanding, including any payments, between the Sponsor and unaffiliated security holders of KVAC regarding the redemption of outstanding securities of KVAC.

The following table summarizes the pro forma ownership of PubCo Ordinary Shares upon Closing of the Business Combination, including Ordinary Shares underlying Units, and Ordinary Shares following the Business Combination under (i) a no redemption scenario, (ii) an interim redemption scenario, assuming 50% redemption, and (iii) a maximum redemption scenario:

Potential Impact of Additional Dilution

The table below shows the potential impact of additional dilution owing to shares underlying KVAC Public Warrants and Private Warrants:

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Individuals call toll-free: 1-877-870-8565

Brokers call: 1-206-870-8565

Email: ksmith@advantageproxy.com

Subject to the PFIC rules, long-term capital gains recognized by non-corporate U.S. Holders (as defined below) will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the KVAC Ordinary Shares may prevent a U.S. Holder from satisfying the applicable holding period requirements. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See the section titled “Material U.S. Federal Income Tax Considerations — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights to U.S. Holders” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its KVAC Ordinary Shares for cash, including with respect to potential PFIC status of Keen Vision and certain tax implications thereof.

Additionally, because the Reincorporation Merger will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to KVAC Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of Section 367(a) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(a) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights to U.S. Holders.” All holders of KVAC Ordinary Shares considering exercising their redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

The rules under Section 368 of the Code, however, are complex and qualification for such treatment could be adversely affected by events or actions that occur following the Business Combination that are out of control of Keen Vision.

Moreover, Section 367(a) of the Code may apply to the Reincorporation Merger if PubCo transfers the assets it acquires from Keen Vision pursuant to the Reincorporation Merger to certain subsidiary corporations in connection with the Business Combination. Section 367(a) of the Code, and the applicable Treasury regulations promulgated thereunder, would only apply to U.S. Holders who would be treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of PubCo following the Business Combination (a “5 Percent Holder”) who do not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8 (“GRA”), and would cause the Reincorporation Merger to result in gain recognition (but not loss) by such 5 Percent Holders. The requirements under Section 367(a) of the Code are not discussed herein. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations.

If the Reincorporation Merger does not qualify as a “reorganization”, then a U.S. Holder that exchanges its KVAC Ordinary Shares or KVAC Warrants for the consideration under the Reincorporation Merger will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the KVAC Ordinary Shares and KVAC Warrants exchanged. For a more detailed discussion of certain U.S. federal income tax consequences of the Reincorporation Merger, see the section titled “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of U.S. federal, state, local and foreign income and other tax laws) of the Reincorporation Merger.

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Individuals call toll-free: 1-877-870-8565

Brokers call: 1-206-870-8565

Email: ksmith@advantageproxy.com

You may also obtain additional information about Keen Vision from documents filed with the SEC by following the instructions in the section titled “Where You Can Find Additional Information.”

DELIVERY OF DOCUMENTS TO SHAREHOLDERS OF KEEN VISION

Pursuant to the rules of the SEC, Keen Vision and vendors that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of this proxy statement/prospectus, unless Keen Vision has received contrary instructions from one or more of such shareholders. Upon written or oral request, Keen Vision will deliver a separate copy of this proxy statement/prospectus to any shareholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement may likewise request that Keen Vision deliver single copies of this proxy statement/prospectus in the future. Shareholders may notify Keen Vision of their requests by contacting the proxy solicitor as follows:

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Individuals call toll-free: 1-877-870-8565

Brokers call: 1-206-870-8565

Email: ksmith@advantageproxy.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, including the Merger Agreement attached as Annex A and PubCo’s Amended and Restated Memorandum and Articles of Association attached as Annex B and the Equity Incentive Plan attached as Annex C. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by shareholders of Keen Vision.

The Parties to the Business Combination

Keen Vision Acquisition Corporation

Keen Vision, a business company incorporated under the laws of the BVI with limited liability (company number: 2066579) on June 18, 2021, was incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business”. Subject to the limitations that a target business have a fair market value of at least 80% of the balance in the Trust Account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for our initial business combination, management of Keen Vision have virtually unrestricted flexibility in identifying and selecting a prospective target business. Keen Vision has not established any other specific attributes or criteria (financial or otherwise) for prospective target businesses. In evaluating a prospective target business, management of Keen Vision may consider a variety of factors, including one or more of the following:

Keen Vision believes such factors are important in evaluating prospective target businesses, regardless of the location or industry in which such target business operates. However, this list is not intended to be exhaustive. Keen Vision may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.

Any evaluation relating to the merits of a particular business combination is based, to the extent relevant, on the above factors as well as other considerations deemed relevant by management of Keen Vision in effecting a business combination consistent with business objective of Keen Vision. In evaluating a prospective target business, Keen Vision conducts an extensive due diligence review which encompasses, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available to Keen Vision.

On June 18, 2021, Keen Vision issued 1,000 ordinary shares to Central Group Limited, a company beneficially owned by Mr. Jason Wong. On September 8, 2021, Keen Vision’s name was changed to Keen Vision Acquisition Corporation. On September 30, 2021, Central Group Limited transferred the 1,000 ordinary shares to the Sponsor. Any liabilities, debts, commitments and/or obligations relating to the period prior to the acquisition of Keen Vision by the Sponsor has been undertaken and shall be borne by Mr. Jason Wong.

On December 31, 2022, Keen Vision issued an unsecured promissory note to the Sponsor, pursuant to which Keen Vision may borrow up to an aggregate principal amount of $500,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of consummation of the IPO or the date on which Keen Vision determine not to conduct the IPO. As of December 31, 2023 and December 31, 2022, the Sponsor had loaned Keen Vision an aggregate of $243,872 and $173,573, respectively, to be used to pay formation expenses and a portion of the expenses of the IPO. The loan is payable without interest on the date on which Keen Vision consummated the IPO. Keen Vision repaid this loan from the proceeds of the IPO not being placed in the Trust Account.

Keen Vision granted the underwriters a 45-day option to purchase up to 1,950,000 additional Units to cover over-allotments. On July 25, 2023, the underwriters fully exercised the over-allotment option. On July 27, 2023, Keen Vision consummated its IPO of 14,950,000 Units, which includes the full exercise of the over-allotment option granted to the underwriters. Each KVAC Unit consists of one KVAC Ordinary Share and one redeemable KVAC Warrant. The Units were sold at an offering price of $10.00 per KVAC Unit, generating gross proceeds of $149,500,000. Simultaneously with the closing of the IPO, Keen Vision consummated the Private Placement with the Sponsor of 678,575 Private Units, generating total proceeds of $6,785,750. As of July 27, 2023, a total of $151,368,750 of the net proceeds from the IPO and the Private Placement were deposited in the Trust Account established for the benefit of Keen Vision’s public shareholders and can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial business combination and the liquidation due to Keen Vision’s failure to complete a business combination within the Combination Period (as defined herein).

As of June 30, 2024, Keen Vision had approximately $261,354 of unused net proceeds that were not deposited into the Trust Account to pay future general and administrative expenses. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of October [ ], 2024, there was $[ ] held in the Trust Account.

The Private Units are identical to the KVAC Units sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, because the Private Units were issued in a private transaction, the Sponsor and its permitted transferees are allowed to exercise the private warrants for cash even if a registration statement covering the KVAC Ordinary Shares issuable upon exercise of such warrants is not effective and receive unregistered ordinary shares. Furthermore, the Sponsor has agreed (A) to vote the KVAC Ordinary Shares underlying the Private Units, or “private shares,” in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to the M&AA that would stop its public shareholders from converting or selling their shares to us in connection with a business combination or affect the substance or timing of obligation of Keen Vision to redeem 100% of its Public Shares if it does not complete a business combination within 9 months after the IPO (or up to 21 months if it extends the period of time to consummate a business combination, as described in more detail herein) from the closing of the IPO unless it provides public shareholders with the opportunity to redeem their Public Shares from the Trust Account in connection with any such vote, (C) not to convert any private shares for cash from the Trust Account in connection with a shareholder’s vote to approve proposed initial business combination of Keen Vision or a vote to amend the provisions of the M&AA relating to shareholders’ rights or pre-business combination activity and (D) that the private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Sponsor has also agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees of the Insider Shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described above) until the completion of the initial business combination of Keen Vision. If Keen Vision does not complete a business combination within the Combination Period (as defined herein), the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

If KVAC Units or KVAC Ordinary Shares are purchased by any of our directors, officers or Initial Shareholders, they will be entitled to funds from the Trust Account to the same extent as any public shareholder upon our liquidation but will not have redemption rights related thereto.

In accordance with the M&AA, the amounts held in the Trust Account may only be used by Keen Vision upon the consummation of a business combination, except that there can be released to Keen Vision, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations and up to US$50,000 of such interest may also be released from the Trust Account to pay any liquidation expenses of Keen Vision if applicable. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and liquidation of Keen Vision. As disclosed in the prospectus of Keen Vision in relation to the IPO, Keen Vision must liquidate unless a business combination is consummated by expiry of 9 months from the consummation of the IPO and may extend the period to a total of 21 months after the consummation of the IPO. On March 22, 2024, Keen Vision entered into the LOI with a business combination target, Medera. Pursuant to the prospectus of Keen Vision, Keen Vision is entitled to an automatic six-month extension to complete the Business Combination after the execution of the LOI and has 15 months from the closing of its IPO to do so. 

KVAC Units, KVAC Ordinary Shares AND KVAC Warrants are each quoted on Nasdaq, under the symbols “KVACU”, “KVAC”, and “KVACW”, respectively. Each KVAC Unit consists of one ordinary share and one redeemable warrant. Each redeemable warrant entitles the holder thereof to purchase one ordinary share 30 days after the consummation of the Business Combination at a price of $11.50 per full share. KVAC Units commenced trading on Nasdaq on July 25, 2023. Keen Vision’s ordinary shares and public warrants underlying the units sold in the IPO commenced trading separately on July 25, 2023 on Nasdaq.

Medera Inc.

Medera is a clinical-stage biopharmaceutical company focused on targeting difficult-to-treat and currently incurable diseases by developing a range of next-generation therapeutics. Medera operates through two arms, namely: (1) pre-clinical disease modeling and drug discovery under Medera’s “Novoheart” brand, which includes its bioengineered human “mini-Heart” technology platform (for human disease modeling, drug discovery and target validation) and related state-of-the-art technologies (such as in-house developed automation hardware and software) for preclinical screening; and (2) clinical development of novel therapies under Medera’s “Sardocor” brand, which aspires to create the shortest regulatory path to clinic for advancing next-generation gene therapies (by leveraging the above Novoheart platform), in particular, for cardiovascular diseases.

Medera has been granted Investigational New Drug clearances from the US Food and Drug Administration for three ongoing adeno-associated virus, or AAV-based cardiac gene therapy clinical trials, which address both common diseases (being SRD-001 for heart failure with reduced ejection fraction, or HFrEF and SRD-002 for heart failure with preserved ejection fraction, or HFpEF), and rare diseases (being SRD-003 for Duchenne muscular dystrophy-associated cardiomyopathy, or DMD-CM). These three trials utilise Medera’s proprietary intracoronary delivery methodology, which is a minimally invasive out-patient procedure that allows the delivery of the optimal and least amount of drug product (up to 100 times less viral titers compared to conventional intravenous, or IV methods for systemically administering gene therapy), with the potential to substantially improve drug specificity and safety, while reducing costs. All three of Medera’s lead candidates are currently in Phase 1/2a.

Upon completion of the Business Combination, Medera plans to: (1) advance its lead candidates to provide life-saving, safe, cost-effective and disease-modifying therapeutics that treat cardiovascular diseases; (2) advance its pipeline of disease-modifying and potentially life-saving gene therapies that are designed to address both rare and more prevalent patient populations; (3) leverage its proprietary bioengineered human “mini-Heart” for disease modeling and therapeutic discovery; and (4) become a fully integrated next-generation gene therapy biopharmaceutical company with discovery, development and commercial capabilities.

Medera generates some revenue from its “mini-Heart” technology platform, but has not yet commercialized any of its clinical product candidates, has a history of losses, and may never achieve or maintain profitability. Various factors may cause differences between Medera’s plans and expectations and its results, including: the risk that the Business Combination may not be completed in a timely manner or at all; the failure to satisfy the conditions to Closing; the effect of the announcement or pendency of the Business Combination on Medera’s business relationships, operating results, and business; changes in the markets in which Medera competes, including with respect to its competitive landscape, technology evolution, and regulation; changes in general economic conditions; risks related to Medera’s limited operating history; uncertainties inherent in the execution, cost, and completion of preclinical studies and clinical trials; risks related to regulatory review and approval and commercial development; risks associated with intellectual property protection; and the other factors discussed in the section entitled “Risk Factors” in this proxy statement/prospectus.

Medera is an exempted company incorporated under the laws of the Cayman Islands with limited liability on August 18, 2020. 

PubCo

PubCo (or “NewCo” when referring to PubCo before the Business Combination) is an exempted company incorporated under the laws of the Cayman Islands with limited liability on August 28, 2024, for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of Medera following the Business Combination.

Merger Sub

Merger Sub is an exempted company under the laws of the Cayman Islands with limited liability on July 10, 2024, as a wholly owned subsidiary of PubCo for the purpose of effecting the Business Combination and to serve as the vehicle for, and be subsumed by, Medera pursuant to the Acquisition Merger.

The Business Combination and the Merger Agreement

The Merger Agreement was entered into by and between Keen Vision and Medera on September 3, 2024. NewCo and Merger Sub executed a joinder agreement (the “Joinder Agreement”) with Keen Vision and Medera dated September 16, 2024, pursuant to which NewCo and Merger Sub agreed to be bound by the terms of the Merger Agreement.

Pursuant to the terms of the Merger Agreement, the Business Combination will be completed through a two-step process consisting of the Reincorporation Merger and the Acquisition Merger.

The Reincorporation Merger

Immediately prior to the Acquisition Merger, Keen Vision will reincorporate to the Cayman Islands by merging with and into NewCo, an exempted company and wholly-owned subsidiary of Keen Vision, by way of the Reincorporation Merger. The separate corporate existence of Keen Vision will cease and PubCo will continue as the surviving corporation. In connection with the Reincorporation Merger, all outstanding KVAC Units will separate into their individual components of KVAC Ordinary Shares and KVAC Warrants, and the KVAC Units will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the shareholders of Keen Vision shall be exchanged as follows:

The Acquisition Merger

Promptly after the Reincorporation Merger, Merger Sub will be merged with and into Medera, resulting in Medera being a wholly owned subsidiary of PubCo.

The aggregate consideration for the Acquisition Merger is $622,560,000, subject to certain adjustments as described in the Merger Agreement, payable in the form of newly issued PubCo Ordinary Shares valued at $10.00 per share to Medera and its shareholders. At the closing of the Acquisition Merger, the issued and outstanding shares in Medera held by the former Medera shareholders immediately prior to effective time of the Acquisition Merger will be cancelled and cease to exist (other than any Company Dissenting Shares as defined in the Merger Agreement), in exchange for the issuance of the Closing Payment Shares (as defined below). [  ] PubCo Ordinary Shares will be reserved and authorized for issuance under the Equity Incentive Plan upon closing. At the closing of the Acquisition Merger, the one fully paid share in Merger Sub held by PubCo will become one fully paid share in the surviving corporation, so that Medera will become a wholly owned subsidiary of PubCo.

For more information about the Business Combination, please see the sections titled “Proposal No. 1: — The Reincorporation Merger Proposal” and “Proposal No. 2: — The Acquisition Merger Proposal.” A copy of the Merger Agreement, the BVI Plan and Articles of Merger and the Plan of Merger is attached to this proxy statement/prospectus as Annex A, Annex D and Annex E, respectively.

Post-Business Combination Structure and Impact on the Public Float

The following chart illustrates the corporate structure of PubCo and its subsidiaries post-business combination.

The ownership percentages do not take into account of the shareholder structure of PubCo, as the ownership percentage retained by our public shareholders following the business combination will be different depending on the redemption rights exercised by the public shareholders. For more information, please see “Unaudited Pro Forma Condensed Combined Financial Information - Basis of Pro Forma Presentation.”

The following table summarizes the pro forma ownership of PubCo Ordinary Shares upon Closing of the Business Combination, including Ordinary Shares underlying Units, and Ordinary Shares following the Business Combination under (i) a no redemption scenario, (ii) an interim redemption scenario, assuming 50% redemption, and (iii) a maximum redemption scenario:

Potential Impact of Additional Dilution

The table below shows the potential impact of additional dilution owing to shares underlying KVAC Public Warrants and Private Warrants:

Dilution

The following table presents the net tangible book value per share at various redemption levels assuming various sources of material probable dilution (but excluding the effects of the Business Combination transaction itself):

Management and Board of Directors Following the Business Combination

Effective as of the closing of the Business Combination, the board of directors of PubCo will consist of six members, three of whom shall be independent directors under Nasdaq rules. Medera shall have the right, but not the obligation, to designate, or cause to be designated, six directors to serve as a director of PubCo. See section titled “PubCo’s Directors and Executive Officers after the Business Combination” for additional information.

Additional Agreements Executed at the Signing of the Merger Agreement

Sponsor Support Agreement

Contemporaneously with the execution of the Merger Agreement, certain holders of KVAC Ordinary Shares entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination.

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which was filed as Exhibit 10.2 to the Current Report of Keen Vision on Form 8-K, filed with the SEC on September 5, 2024 and is incorporated herein by reference.

Company Support Agreement

In connection with the execution of the Merger Agreement, certain Medera Shareholders entered into a support agreement (the “Company Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination.

The foregoing description of the Company Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which was filed as Exhibit 10.1 to the Current Report of Keen Vision on Form 8-K, filed with the SEC on September 5, 2024 and is incorporated herein by reference.

Additional Agreements to be Executed at Closing

Lock-Up Agreements

Upon the Closing, certain shareholders of Keen Vision and shareholders of Medera (“Holders”) will execute lock-up agreements (the “Lock-up Agreements”). Pursuant to the Lock-Up Agreements, these Holders will, subject to certain customary exceptions, agree not to (i) sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, PubCo Ordinary Shares held by them (the “Lock-Up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares, whether any of these transactions are to be settled by delivery of any such Lock-Up Shares, in cash or otherwise, or (iv) publicly disclose any intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined in the Exchange Act) with respect to any security of PubCo, until the date that is nine (9) months after the date of the Closing Date (the “Lock-Up Period”), subject to the following:

Registration Rights Agreement

At the closing of the Business Combination, PubCo will enter into a registration rights agreement (the “Registration Rights Agreement”) with certain existing shareholders of Keen Vision and with the shareholders of Medera with respect to certain shares, units, private units (and the private shares and private warrants) to the extent they own at the closing. The Registration Rights Agreement will provide certain demand registration rights and piggyback registration rights to the shareholders, subject to underwriter cutbacks and issuer blackout periods. PubCo will agree to pay certain fees and expenses relating to registrations under the Registration Rights Agreement.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which was filed as Exhibit 10.3 to the Current Report of Keen Vision on Form 8-K, filed with the SEC on September 5, 2024, and is incorporated herein by reference.

Redemption Rights

Pursuant to the M&AA, public shareholders of Keen Vision may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding Public Shares. As of [  ], 2024, this would have amounted to approximately $[  ] per share.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders of outstanding KVAC Units must separate the underlying KVAC Ordinary Shares and KVAC Warrants prior to exercising redemption rights with respect to the KVAC Ordinary Shares. If KVAC Units are registered in a holder’s own name, the holder must deliver the certificate for its KVAC Units to the transfer agent with written instructions to separate the KVAC Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the KVAC Ordinary Shares from the KVAC Units.

If a broker, dealer, commercial bank, trust company or other nominee holds KVAC Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s KVAC Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of KVAC Units to be separated and the nominee holding such KVAC Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant KVAC Units and a deposit of an equal number of KVAC Ordinary Shares and KVAC Warrants. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the KVAC Ordinary Shares from the KVAC Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their KVAC Ordinary Shares to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Any request for redemption, once made, may be withdrawn at any time up to two business days immediately preceding the Extraordinary General Meeting. Furthermore, if a shareholder delivered his or her certificate for redemption and subsequently decided prior to the date immediately preceding the Extraordinary General Meeting not to elect redemption, such shareholder may simply request that the transfer agent return the certificate (physically or electronically).

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or hers or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the KVAC Ordinary Shares.

If a holder exercises his or her redemption rights, then such holder will be exchanging its Public Shares for cash and will no longer own shares of the post-Business Combination company. Such a holder will be entitled to receive cash for his or her Public Shares only by properly demanding redemption and delivering such shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. Please see the section titled “The Extraordinary General Meeting of Shareholders of Keen Vision — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public shareholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, Keen Vision will promptly return the share certificates to the public shareholder.

Shareholders of Keen Vision holding both KVAC Ordinary Shares and KVAC Warrants may redeem their KVAC Ordinary Shares but retain the KVAC Warrants, which, if the Business Combination closes, will become PubCo Warrants. The cost of those retained warrants is borne by PubCo and the non-redeeming shareholders. Assuming that 100% of the KV Public Shares held by shareholders of Keen Vision were to be redeemed, the [  ] retained outstanding KVAC Warrants, which will be automatically and irrevocably assigned to, and assumed by, PubCo following the Closing of the Business Combination, would have an aggregate value of $[  ] million, based on a price per KVAC Warrants of $[  ] on [  ], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus. In addition, on [  ], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus, the price per share of KVAC Ordinary Shares closed at $[  ]. If PubCo Ordinary Shares are trading above the exercise price of $11.50 per warrant, the PubCo Warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable 30 days following the Closing of the Business Combination) and this in turn increases the risk to non-redeeming shareholders that the PubCo Warrants will be exercised, which would result in immediate dilution to the non-redeeming shareholders.

In addition, once the PubCo Warrants become exercisable, PubCo may redeem the outstanding PubCo Warrants at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, and if the last sales price of the PubCo Ordinary Shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business days before PubCo sends the notice of redemption. For context, as of the close of trading on [ ], 2024 (the most recent practicable date prior to the date of this proxy statement/prospectus), the trading price of KVAC Ordinary Shares on Nasdaq was $[ ], and the highest and lowest closing price of the KVAC Ordinary Shares during the prior three months was $[ ] and $[ ], respectively. Redemption of the outstanding PubCo Warrants could force holders (i) to exercise their PubCo Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell PubCo Warrants at the then-current market price when they might otherwise wish to hold PubCo Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding PubCo Warrants are called for redemption, is likely to be substantially less than the market value of the PubCo Warrants.

PIPE Investment

In connection with the transactions contemplated by the Merger Agreement, it is expected that KVAC will use commercially reasonable efforts to enter into subscription agreements, in the form and substance as reasonably agreed upon by KVAC and the Medera (the “Subscription Agreements”), with certain investors providing for aggregate investments in KVAC Ordinary Shares in a private placement on or prior to the Closing, at $10.00 per KVAC Ordinary Share (the “PIPE Investment”). KVAC Shareholders who do not exercise their redemption rights will experience dilution as a consequence of the issuance of KVAC Ordinary Shares as consideration in the Private Placement, including:

The Proposals

At the Extraordinary General Meeting, the shareholders of Keen Vision will be asked to vote on the following:

Please see the sections titled “The Extraordinary General Meeting of Shareholders of Keen Vision” on page 113 for more information on the foregoing Proposals.

Voting Securities, Record Date

As of [  ], 2024, there were [  ] KVAC Ordinary Shares issued and outstanding. shareholders of Keen Vision who hold KVAC Ordinary Shares of record as of the close of business on [  ], 2024 are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. Approval of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding KVAC Ordinary Shares present and entitled to vote at the Extraordinary General Meeting.

As of [  ], 2024, the Initial Shareholders collectively owned and were entitled to vote [ ] KVAC Ordinary Shares, or approximately [  ] of the outstanding shares of Keen Vision. With respect to the Business Combination, the Initial Shareholders who own approximately [  ]% of the outstanding shares of Keen Vision as of the record date, have agreed to vote their KVAC Ordinary Shares in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, and intend to vote for the other Proposals although there is no agreement in place with respect to voting on the other Proposals.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Keen Vision will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of Medera expecting to have a majority of the voting power of the post-combination company, Medera designating all members of the Board of Directors of the post-combination company, Medera’s senior management comprising all of the senior management of the post-combination company, the relative size of Medera compared to Keen Vision, and Medera operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Medera issuing stock for the net assets of Keen Vision, accompanied by a recapitalization. The net assets of Keen Vision will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Medera.

Foreign Private Issuer

PubCo will be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, PubCo’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, PubCo will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Implications of Being a Controlled Company

After the consummation of the Business Combination, certain shareholders of Medera (the “Controlling Shareholders”), who beneficially will own [  ] PubCo Ordinary Shares, will be able to exercise approximately 55.4% of the total voting power of the PubCo’s issued and outstanding share capital (no redemption scenario). Upon the consummation of the Business Combination, because the Controlling Shareholders will hold more than 50% of our voting power for the election of directors, PubCo will be a “controlled company” as defined under the Nasdaq Listing Rules. Therefore, PubCo will qualify as a “controlled company” under the Corporate Governance Rules of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors be independent, as defined in the Corporate Governance Rules of the Nasdaq and the requirement that the compensation committee and nominating and corporate governance committee of PubCo consist entirely of independent directors. It is currently anticipated that, upon consummation of the Business Combination, only three out of six directors of the PubCo Board will be independent.

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenues for the last fiscal year, PubCo qualifies as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, PubCo will be able to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of its internal control over financial reporting. Under the JOBS Act, PubCo also does not need to comply with any new or revised financial accounting standards until the date that private companies are required to do so.

PubCo will remain an emerging growth company until the earliest of (1) the last day of its fiscal year during which it has total annual gross revenues of at least US$1.235 billion; (2) the last day of its fiscal year following the fifth anniversary of the closing of the Business Combination; (3) the date on which PubCo has, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (4) the date on which PubCo is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if PubCo has been a public company for at least 12 months and the market value of its Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter. Once PubCo ceases to be an emerging growth company, it will not be entitled to the exemptions provided in the JOBS Act discussed above.

Regulatory Approvals

The Reincorporation Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the Cayman Islands, except for the registration by the Registrar of Companies in the Cayman Islands of the Plan of Merger (and other ancillary documents required under the Companies Act) in respect of both the Reincorporation Merger and the Acquisition Merger.

Compensation Received by the Sponsor

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by SPAC to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

The retention of shares by Sponsor and the reimbursements payable to Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming public shareholders of Keen Vision. See “Notes to Unaudited Pro Forma Condensed Combined Financial Information.”

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Board in favor of adoption of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other related Proposals, you should keep in mind that the directors and officers of Keen Vision have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including the following:

Recommendations of the Board to the Shareholders of Keen Vision

After careful consideration of the terms and conditions of the Merger Agreement, the Board has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of Keen Vision and its shareholders. In reaching its decision with respect to the Reincorporation Merger and the Acquisition Merger, the Board reviewed various industry and financial data and the due diligence and evaluation materials provided by Medera. The Board did not obtain a fairness opinion on which to base its assessment. The Board recommends that the shareholders of Keen Vision vote:

Summary of Risk Factors 

In evaluating the Business Combination and the Proposals to be considered and voted on at the Extraordinary General Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 36 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) Keen Vision’s ability to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of PubCo following consummation of the Business Combination. These risks include (among others) the following:

Risks Related to Medera

Risks Related to Keen Vision and the Business Combination

Risks Related to PubCo’s Securities

SELECTED HISTORICAL FINANCIAL INFORMATION OF KEEN VISION

Keen Vision is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination. Keen Vision’s balance sheet data as of June 30, 2024 and the statement of operations data for the six months ended June 30, 2024 are derived from Keen Vision’s unaudited financial statements included elsewhere in this registration statement. Keen Vision’s balance sheet data as of December 31, 2023 and 2022 and the statement of operations data for the year ended December 31, 2023 and 2022 are derived from Keen Vision’s audited financial statements included elsewhere in this registration statement.

Keen Vision’s historical results are not necessarily indicative of the results that may be expected for any other period in the future. You should read the selected historical financial data set forth below together with Keen Vision’s financial statements and the accompanying notes included elsewhere in this proxy statement, the information in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Keen Vision” and other financial information contained elsewhere in this proxy statement.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF MEDERA

Medera is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination. Medera’s balance sheet data as of June 30, 2024 and the statement of operations data for the six months ended June 30, 2024 are derived from Medera’s unaudited interim condensed consolidated financial statements included elsewhere in this registration statement. Medera’s balance sheet data as of December 31, 2023 and 2022 and the statement of operations data for the year ended December 31, 2023 and 2022 are derived from Medera's audited consolidated financial statements included elsewhere in this registration statement.

Medera’s historical results are not necessarily indicative of the results that may be expected for any other period in the future. You should read the selected historical financial data set forth below together with Medera’s financial statements and the accompanying notes included elsewhere in this proxy statement, the information in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Medera” and other financial information contained elsewhere in this proxy statement.

COMPARATIVE PER SHARE INFORMATION

The following comparative historical and unaudited pro forma per share financial information presented below sets forth historical comparative share information for Medera and Keen Vision as well as unaudited pro forma combined share information after giving effect to the Transactions described in “Unaudited Pro Forma Condensed Combined Financial Information”.

The unaudited pro forma per share financial information reflects the Transactions as if it occurred on June 30, 2024. The weighted average shares outstanding and pro forma net loss per share information reflects the Transactions as if it occurred on January 1, 2023. The unaudited pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information, as well as the historical financial statements of Medera and Keen Vision, and related notes thereto included elsewhere in this proxy statement/prospectus, the Merger Agreement, as well as the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Keen Vision” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Medera.” The unaudited pro forma combined loss per share information below does not purport to represent the loss per share which would have occurred had the companies been combined during the periods presented, nor loss per share for any future date or period.

The unaudited pro forma per share financial information is for illustrative purposes only, and is based on the scenarios described below, which may be different from the actual amount of redemptions in connection with the Business Combination.

The unaudited pro forma per share financial information contained herein assumes that the public shareholders approve the Business Combination. Keen Vision cannot predict how many of its public shareholders will exercise their right to redeem their public shares for cash. Therefore, the following tables present unaudited pro forma per share financial information after giving effect to the Business Combination presented under two scenarios:

SECURITIES AND DIVIDENDS

Keen Vision’s units, ordinary shares, warrants and rights are each quoted on the Nasdaq, under the symbols “KVACU”, “KVAC”, and “KVACW”, respectively. Each Unit consists of one ordinary share and one warrant entitling its holder to purchase one ordinary share at a price of $11.50 per whole share commencing 30 days after the consummation of the Business Combination. The units commenced trading on Nasdaq on July 25, 2023. Keen Vision’s ordinary shares and public warrants underlying the units sold in the IPO commenced trading separately on July 25, 2024 on a voluntary basis on Nasdaq.

Keen Vision has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon PubCo’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of the PubCo board of directors. It is the present intention of the Board to retain all earnings, if any, for use in its business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.

Medera’s securities are not currently publicly traded. We are applying to list the PubCo Ordinary Shares and PubCo Warrants on Nasdaq in connection with the Business Combination.

RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, financial conditioning and results of operations of PubCo, and could adversely affect the trading price of PubCo’s securities following the business combination. The value of your investment in PubCo following consummation of the Business Combination will be subject to the significant risks affecting PubCo and Medera. In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the headings “Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Medera,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Keen Vision” and the consolidated financial statements and related notes contained herein, you should carefully consider the following risk factors in deciding how to vote on the Proposals presented in this proxy statement/prospectus and before making a decision to invest in PubCo’s securities. The risks associated with Medera, Keen Vision, the Business Combination and PubCo have been generally organized according to these categories discussed below, and many of these risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks relating to Medera, Keen Vision, the Business Combination and PubCo, and not as a limitation on the potential impact of the matters discussed. The business, results of operations, financial condition and prospects of Medera and PubCo could also be harmed by risks and uncertainties that are not presently known to them or that they currently believe are not material. If any of the risks actually occur, the business, results of operations, financial condition and prospects of Medera and PubCo could be materially and adversely affected. Unless otherwise indicated, references to business being harmed in these risk factors include harm to business, reputation, brand, financial condition, results of operations and prospects.

Unless the context otherwise requires, references to the “Company”, “we”, “us” and “our” in this section generally refer to Medera or, from and after the Business Combination, PubCo.

Risks related to Medera’s financial position, capital needs and limited operating history

We have incurred significant losses since our inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability.

Since our inception, we have incurred significant net losses, and we expect to continue to incur significant expenses and operating losses for the foreseeable future. For the fiscal years ended December 31, 2022 and 2023, we incurred net losses of $14.3 million and $11.9 million, respectively, and we had an accumulated deficit of $33.4 million as of December 31, 2023. Substantially all of our losses have resulted from expenses incurred in connection with our research and development programs and from general and administrative costs associated with our operations.

We are still in the clinical stages of development of our lead product candidates and have not yet completed any clinical trials. We expect to continue to incur significant expenses and operating losses for the foreseeable future. Our operating expenses and net losses may fluctuate significantly from quarter to quarter and year to year, such that a period-to-period comparison of our results of operations may not be a good indication of our future performance, particularly since we expect our expenses to increase substantially if and when our product candidates progress through clinical development as product candidates in later stages of clinical development generally have higher development costs than those in earlier stages. The size of our future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenue. Our prior losses and expected future losses have had and will continue to have an adverse effect on our working capital, our ability to fund the development of our product candidates and our ability to achieve and maintain profitability and the performance of our shares.

Our revenue to date has been comprised of products and services from our “mini-Heart” platform (operated under our “Novoheart” brand) which includes tools for drug discovery, cardiotoxicity screening and disease modeling. To date, we have not generated any revenue from drug product sales as our clinical pipeline is still in development. To become and remain profitable, we must succeed in developing and eventually commercializing product candidates that generate significant revenue. This will require us to be successful in a range of challenging activities, including completing preclinical testing and clinical trials of our product candidates, obtaining regulatory approval, and manufacturing, marketing and selling any product candidates for which we may obtain regulatory approval, as well as discovering and developing additional product candidates, all of which will further substantially increase our expenses.  We are only in the preliminary stages of most of these activities and all of our product candidates are in clinical trials or preclinical development. We may never succeed in these activities and, even if we do, may never generate any revenue or revenue that is significant enough to achieve profitability.

Even if we achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would depress the value of our company and could impair our ability to raise capital, expand our business, maintain our development efforts, obtain product approvals, diversify our offerings or continue our operations. A decline in the value of our company could also cause you to lose all or part of your investment.

We have a limited operating history, have not completed any clinical trials and have no products approved for commercial sale, which may make it difficult for an investor to evaluate the success of our existing business and to assess our future viability.

We are a clinical stage genetic medicine company with a limited operating history upon which you can evaluate our business and prospects. We commenced substantive operations in 2014, have not initiated or completed any clinical trials, have no drug products approved for commercial sale and have not generated any revenue from the commercialization of our drug product candidates. We are developing therapies that address the underlying drivers of various prevalent and rare diseases, in particular certain heart diseases, which is an unproven and highly uncertain undertaking and involves a substantial degree of risk. All of our product candidates are still in preclinical development or clinical trials. Since our inception, we have devoted a significant portion of our focus and financial resources to developing our gene therapy candidates, conducting preclinical studies and clinical trials, acquiring technology, entering into collaboration and license agreements in connection with our research and development activities, organizing and recruiting management and technical staff, business planning, establishing our intellectual property portfolio, raising capital, and providing general and administrative support for these operations.

To date, we have not yet demonstrated our ability to successfully complete any clinical trials for our gene therapy candidates, obtain marketing approvals, manufacture a product on a commercial scale or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful product commercialization. Therefore, any predictions you make about our future success or viability may not be as accurate as they could be if we had a longer operating history or a history of successfully developing and commercializing products.

In addition, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors and risks frequently experienced by early-stage biotechnology companies in rapidly evolving fields. We also may need to transition from a company with a research and development focus to a company capable of supporting commercial activities. We have not yet demonstrated an ability to successfully overcome such risks and difficulties, or to make such a transition. If we do not adequately address these risks and difficulties or successfully make such a transition, our business will suffer.

Our management has concluded that there is substantial doubt about our ability to continue as a going concern.

As a result of our cash balance, as well as our history of operating losses and negative cash flows from operation combined with our anticipated use of cash to, among other things, fund the preclinical and clinical development of our products, identify and develop new product candidates, and seek approval for SRD-001, SRD-002, SRD-003 and our other product candidates and any other product candidates we develop, we have concluded that we do not have sufficient cash to fund our operations for 12 months from the date of our financial statements included within this proxy statement/prospectus without additional financing, and as a result, under the applicable accounting standards, there is substantial doubt about our ability to continue as a going concern. In making this determination, applicable accounting standards prohibited us from considering the potential mitigating effect of plans that have not been fully implemented as of the date of our financial statements, including without limitation plans to consummate the Business Combination discussed below and to raise additional capital.

The Closing is conditioned upon, among other things, the Minimum Cash Condition, namely, Keen Vision having at least $40,000,000 in available liquidity immediately prior to the Business Combination, representing the sum of: (i) funds in the Trust Account (as defined in the Merger Agreement) following the exercise of all redemption rights by the shareholders of Keen Vision, plus (ii) cash available from any other sources, including, without limitation, (x) 50% of the cash proceeds of any equity and/or debt financing arrangement from investors introduced by Medera, and which investors have, prior to the date of the Merger Agreement, indicated investment commitments (with investment amounts) (in connection therewith, Medera shall provide Keen Vision with a list of such investors within 10 days after the date of the Merger Agreement); (y) 100% of the cash proceeds of any equity financing provided by any investor not on such commitment list; and (z) revenues reasonably expected to be received by Medera during the 12-month period following the Closing Date from any binding licensing agreements arising out of, relating to or resulting from Medera’s technology or clinical asset platforms. We believe that subject to and following consummation of the Business Combination, assuming satisfaction of the Minimum Cash Condition, we will have cash sufficient to sustain our operating expenses and capital expenditure requirements over the next 12 months following consummation of the Business Combination. However, we have based this estimate on assumptions that may prove to be wrong, and our operating plan may change as a result of many factors currently unknown to us. In addition, changing circumstances could cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more than currently expected because of circumstances beyond our control. As a result, we could deplete our capital resources sooner than we currently expect.

Our future viability as an ongoing business is dependent on our ability to generate cash from operating activities or to raise additional capital to finance our operations, including through the Business Combination. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or a part of their investment.

We will need substantial additional funding to finance our operations and pursue our business objectives. If we are unable to raise capital when needed, we could be forced to curtail our planned operations (including our research and development activities) or future commercialization efforts.

As of December 31, 2023, we had $0.4 million in cash. We believe that subject to and following consummation of the Business Combination, assuming satisfaction of the Minimum Cash Condition, we will have cash sufficient to sustain our operating expenses and capital expenditure requirements over the next 12 months following consummation of the Business Combination. This estimate is based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we expect. Changing circumstances, including those that may be beyond our control, may cause us to consume our available capital faster than we currently anticipate, resulting in our need to seek additional funds sooner than expected.

Developing pharmaceutical products, including conducting preclinical studies and clinical trials, is a very time-consuming, expensive and uncertain process that takes years to complete. Our operations have consumed substantial amounts of cash since inception, and we expect our expenses to increase in connection with our ongoing activities, particularly as we continue to conduct clinical trials of, and seek marketing approval for, our programs as well as develop our proprietary drug discovery platforms. Even if one or more of the product candidates that we develop is approved for commercial sale, we anticipate incurring significant costs associated with sales, marketing, manufacturing and distribution activities.

We also expect to incur additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding in order to continue our operations. This means if we are unable to raise capital when needed or on acceptable terms, we may be forced to delay, reduce or eliminate certain of our clinical trials and preclinical development or our other activities and operations.

Our future capital requirements will depend on many factors, including:

A change in the outcome of any of these or other factors with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate. Many of these factors are outside of our control. Identifying potential product candidates and conducting preclinical studies and clinical trials is a time-consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain regulatory and marketing approval and achieve product sales. In addition, our product candidates, if approved, may not achieve commercial success. Accordingly, we will need to continue to rely on additional financing to achieve our business objectives.

We will need to raise additional capital to complete the development and commercialization of our product candidates. We may also seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. Attempting to secure additional financing may divert our management from our day-to-day activities, which may adversely affect our ability to develop our product candidates. Our failure to raise capital as and when needed or on acceptable terms would have a negative impact on our financial condition and our ability to pursue our business strategy, and we may have to delay, reduce the scope of, suspend or eliminate one or more of our platforms, programs, planned clinical trials or future commercialization efforts.

Further, while the long-term economic impact of either the COVID-19 pandemic or the ongoing geopolitical conflicts in Ukraine and Israel is difficult to assess or predict, each of these events has caused significant disruptions to the global financial markets and contributed to a general global economic slowdown. Inflation rates, particularly in the United States, have increased recently to levels not seen in decades. Increased inflation may result in increased operating costs and may affect our operating budgets, specifically with respect to increased labor costs and associated difficulties in recruiting qualified personnel. In addition, the U.S. Federal Reserve has raised, and may further raise, interest rates in response to concerns about inflation. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may further increase economic uncertainty and heighten these risks. If the disruptions and slowdown deepen or persist, we may not be able to access additional capital on favorable terms, or at all, which could in the future negatively affect our financial condition and we could be forced to curtail our planned operations and the pursuit of our growth strategy.

Raising additional capital may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

Until such time, if ever, as we can generate substantial revenues, we will be required to obtain further funding through public or private equity offerings, debt financings, collaborations and licensing arrangements or other sources. These financings may dilute our shareholders or restrict our operating activities. We do not have any committed external source of funds. Adequate additional financing may not be available to us on acceptable terms, or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as an ordinary shareholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions, engaging in acquisition, merger or collaboration transactions, selling or licensing our assets, making capital expenditures, redeeming our shares, making certain investments, declaring dividends or encumbering our assets to secure future indebtedness. Such restrictions could adversely impact our ability to conduct our operations and execute our business plan.

If we raise additional funds through upfront payments or milestone payments pursuant to strategic collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or intellectual property, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Our ability to utilize our net operating loss carryforwards and certain other tax attributes to offset future taxable income may be limited.

As of December 31, 2023, we had approximately $12.3 million of U.S. federal net operating loss carryforwards, or NOLs, and $25.5 million of U.S. state NOLs. U.S. federal NOLs generated in taxable years beginning after December 31, 2017, do not expire and may be carried forward indefinitely, but the deductibility of such NOLs is limited to 80% of our current year taxable income. As at December 31, 2023, we had $4.4 million of non-US NOL carryforwards.

In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership by certain shareholders over a rolling three-year period, the corporation’s ability to use its pre-change NOLs and certain other pre-change tax attributes (such as research tax credits) to offset its post-change taxable income or taxes may be limited. If we undergo an ownership change, and our ability to use our pre-change NOLs and other pre-change tax attributes (such as tax credits) to offset our post-change income or taxes is limited, it would harm our future results of operations by effectively increasing our future tax obligations. U.S. state and local NOLs may be similar limited. In addition, at the U.S. state and local level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase U.S. state and local taxes owed.

Irrespective of the above, our ability to utilize our NOLs and research tax credits to offset future taxable income or taxes is conditioned on our attaining profitability and generating taxable income. We do not know if and when we will generate sufficient taxable income to utilize our NOLs and research tax credits.

Risks related to the discovery, development, manufacturing and commercialization of Medera’s product candidates

Our product candidates are still in development and we have no products approved for commercial sale. As such, our business is dependent on our ability to advance our current and future product candidates through preclinical studies and clinical trials, obtain marketing approval and ultimately commercialize them. If we are unable to do so or experience significant delays in doing so, our business will be harmed.

We have invested a significant portion of our time and financial resources in the development of our gene therapy product candidates. Our business is dependent on our ability to successfully complete preclinical and clinical development of, obtain regulatory approval for, and, if approved, successfully commercialize SRD-001, SRD-002, SRD-003 and any other product candidates in a timely manner.

Each of our product candidates and programs will require additional preclinical and/or clinical development, regulatory approval and significant marketing efforts, and we will be required to obtain manufacturing supply and expertise to build a commercial organization or successfully outsource commercialization before we generate any revenue from drug product sales. Ultimately, our product candidates are still in development and there is a high risk of failure and we may never succeed in commercialisation. We do not have any products that are approved for commercial sale, and we may never be able to develop or commercialize marketable products.

If we do not successfully initiate and complete our planned clinical trials in a timely manner or fail to achieve favorable results from the trial, we may experience significant delays or other issues in advancing our programs. We also cannot be certain that our clinical trials will be completed on time, if at all, or whether our planned clinical strategy will be acceptable to the FDA or comparable foreign regulatory authorities. There is a high failure rate for biopharmaceutical products proceeding through clinical trials. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in later stage clinical trials even after achieving promising results in earlier stage clinical trials. Data obtained from preclinical studies and clinical trials are subject to varying interpretations, which may delay, limit or prevent regulatory approval. In addition, regulatory delays or rejections may be encountered as a result of many factors, including changes in regulatory policy during the period of product development.

Given our product candidates are still in development, our ability to generate revenue from our product candidates, if ever, will depend heavily on the successful development, regulatory approval and eventual commercialization of our product candidates. The success of our product candidates will depend on several factors, including:

We do not have control over many of the above factors. If we are not successful with respect to one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to successfully commercialize our product candidates, which would materially harm our business.

We are developing novel gene therapy product candidates, which makes it difficult to predict the time, cost and potential success of product candidate development.

Our future success depends on the successful development of a novel therapeutic approach. To date, very few products that utilize gene transfer have been approved in the United States or Europe. There have been a limited number of clinical trials using AAV-based treatment. Although gene therapies have been studied in human clinical trials for over 30 years, only a limited number of AAV-based gene therapy products have been approved by the FDA.

We cannot be certain that our AAV-based gene therapy product candidates will successfully complete clinical trials or that any future product candidates utilizing this or other vector constructs will successfully complete preclinical studies or clinical trials. We may not be successful in developing product candidates that avoid triggering toxicities or other side effects in preclinical studies or clinical trials. Any such results could impact our ability to develop a product candidate, including our ability to enroll patients in our clinical trials. As a result of these factors, it is more difficult for us to predict the time and cost of product candidate development, and we cannot predict whether the application of our approach to gene therapy, or any similar or competitive programs, will result in the identification, development, and regulatory approval of any product candidate, or that other gene therapy programs will not be considered better or more favorable. There can be no assurance that any development problems we experience in the future related to our current gene therapy product candidates or any of our research programs will not cause significant delays or unanticipated costs, or that such development problems can be solved. We may also experience delays and challenges in achieving sustainable, reproducible, and scalable production. Any of these factors may prevent us from completing our preclinical studies or clinical trials or commercializing any product candidates we may develop on a timely or profitable basis, if at all.

Even though we are leveraging on our bioengineered human “mini-Heart” technology platform (for human disease modeling, drug discovery and target validation), which has proven to be more accurate than animal testings in certain aspects, the mechanisms of action of our product candidates are unproven, and we do not know whether we will be able to develop any drug of commercial value.

We are developing product candidates that have what we believe are novel mechanisms of action. Given no currently-approved drugs appear to operate via the same biochemical mechanisms as our compounds, we cannot be certain that our product candidates will result in commercially viable drugs that safely and effectively treat the indications for which we intend to develop them. The results we have seen for our compounds in preclinical models may not translate into similar results in humans, and results of early clinical trials in humans may not be predictive of the results of larger clinical trials that may later be conducted with our product candidates. As an example, patients may develop antibodies against the product candidates, or the product candidates may otherwise have a more limited duration of therapeutic effect than anticipated, resulting in decreased efficacy over time, which could delay approval and, if approved, limit the ultimate commercial value. Even if we are successful in developing and receiving regulatory approval for a product candidate for the treatment of a particular disease, we cannot be certain that it will be accepted by prescribers or be reimbursed by insurers or that we will also be able to develop and receive regulatory approval for that or other product candidates for the treatment of other diseases. If we are unable to successfully develop and commercialize our product candidates, our business will be materially harmed.

Moreover, in the event any of our competitors were to develop their own product candidates that have a similar mechanism of action to any of our product candidates, any efficacy or safety concerns identified during the development of such similar product candidates may have an adverse impact on the development of our product candidates. For example, if our competitors’ product candidate having a similar mechanism of action as any of our product candidates is shown in clinical trials to give rise to serious safety concerns or have poor efficacy when administered to the target patient population, the FDA or other regulatory bodies may subject our product candidates to increased scrutiny, leading to additional delays in development and potentially decreasing the chance of ultimate approval of our product candidates.

Given gene therapy is novel and the regulatory landscape that governs any product candidates we may develop is rigorous, complex, uncertain and subject to change, we cannot predict the jurisdictions in which we could obtain regulatory approval or the time and cost of obtaining regulatory approval, if we receive it at all, for any product candidates we may develop.

The regulatory requirements that will govern any novel gene therapy product candidates we develop are not entirely clear, have changed frequently and are subject to change. The novel nature of our gene therapy product candidates makes it difficult to determine how long it will take or how much it will cost to obtain regulatory approvals for our product candidates in the United States or worldwide. Within the broader genetic medicine field, very few gene therapy products have received marketing authorization from the FDA or the European Medicines Agency, or EMA, or comparable foreign regulatory authorities. Even with respect to relatively developed gene therapies, the regulatory landscape is still developing. Regulatory requirements governing gene therapy products have changed frequently and will likely continue to change in the future. Changes in the regulatory authorities’ data requirements and risk mitigation methods, including requirements resulting from safety concerns raised by regulatory authorities in clinical programs of unrelated companies in the gene therapy and cardiovascular fields in general, could have a material impact on our clinical development, increase our costs, and delay regulatory approval of our product candidates. For example, in 2016, the FDA established the Office of Tissues and Advanced Therapies, or OTAT, within the Center for Biologics Evaluation and Research, or CBER, to consolidate the review of gene therapy and related products, and to advise the CBER on its review. In September 2022, the FDA announced retitling of OTAT to the Office of Therapeutic Products, or OTP, and elevation of OTP to a “Super Office” to meet its growing cell and gene therapy workload.

Our product candidates will need to meet safety and efficacy standards applicable to any new biologic being pursued for a given disease under the regulatory framework administered by the FDA. In addition to FDA oversight and oversight by institutional review boards or IRBs, under guidelines promulgated by the National Institutes of Health, or NIH, gene therapy clinical trials are also subject to review and oversight by an institutional biosafety committee, or IBC, a local institutional committee that reviews and oversees research utilizing recombinant or synthetic nucleic acid molecules at that institution. The IBC assesses the safety of the research and identifies any potential risk to public health or the environment. While the NIH guidelines are not mandatory unless the research in question is being conducted at or sponsored by institutions receiving NIH funding of recombinant or synthetic nucleic acid molecule research, many companies and other institutions not otherwise subject to the NIH guidelines voluntarily follow them. Although the FDA decides whether individual gene therapy protocols may proceed, the review process and determinations of other reviewing bodies, including IRBs, can impede or delay the initiation of a clinical trial.

Similarly, in the European Union the EMA’s Committee for Advanced Therapies, or CAT, is responsible for assessing the quality, safety and efficacy of advanced-therapy medicinal products. Advanced-therapy medicinal products include gene therapy medicines, somatic-cell therapy medicines and tissue-engineered medicines. The role of the CAT is to prepare a draft opinion on an application for marketing authorization for a gene therapy medicinal candidate that is submitted to the EMA. In the EU, the development and evaluation of a gene therapy product must be considered in the context of the relevant EU guidelines. The EMA may issue new guidelines concerning the development and marketing authorization for gene therapy products and require that we comply with these new guidelines. This could mean that any gene therapy product candidate we may develop in the future could be required to comply with additional and/or more stringent gene therapy guidelines in the EU.

Approvals by the EMA may not be indicative of what the FDA may require for approval and vice versa. Delay or failure to obtain, or unexpected costs in obtaining, the regulatory approvals necessary to bring a potential product to market could decrease our ability to generate sufficient product revenue and our business, financial condition, results of operations and prospects could be materially harmed.

Adverse developments in preclinical studies or clinical trials conducted by others in the field of gene therapy and gene regulation products may cause the FDA, the EMA and other regulatory bodies to revise the requirements for approval of any product candidates we may develop or limit the use of products utilizing gene regulation technologies, either of which could harm our business. In addition, the clinical trial requirements of the FDA, the EMA and other regulatory authorities and the criteria these regulators use to determine the safety and efficacy of a product candidate vary substantially according to the type, complexity, novelty, and intended use and market of the potential products. The regulatory approval process for product candidates such as ours can be more expensive and take longer than for other, better known, or more extensively studied pharmaceutical or other product candidates. Further, as we are developing novel potential treatments for diseases in which, in some cases, there is little clinical experience with potential new endpoints and methodologies, there is heightened risk that the FDA, the EMA or other regulatory bodies may not consider the clinical trial endpoints to provide clinically meaningful results, and the resulting clinical data and results may be more difficult to analyze. In addition, we may not be able to identify or develop appropriate animal disease models to enable or support planned clinical development. Any natural history studies that we may rely upon in our clinical development may not be accepted by the FDA, EMA or other regulatory authorities. Regulatory agencies administering existing or future regulations or legislation may not allow production and marketing of products utilizing gene regulation technology in a timely manner or under technically or commercially feasible conditions. In addition, regulatory action or private litigation could result in expenses, delays, or other impediments to our research programs or the commercialization of resulting products. Further, approvals by one regulatory agency may not be indicative of what other regulatory agencies may require for approval.

The regulatory review committees and advisory groups described above and any new guidelines they promulgate may lengthen the regulatory review process, require us to perform additional preclinical studies or clinical trials, increase our development costs, lead to changes in regulatory positions and interpretations, delay or prevent approval and commercialization of these treatment product candidates, or lead to significant post-approval limitations or restrictions. As we advance our research programs and develop future product candidates, we will be required to consult with these regulatory and advisory groups and to comply with applicable guidelines. If we fail to do so, we may be required to delay or discontinue development of any product candidates we identify and develop. These additional processes may result in a review and approval process that is longer than we otherwise would have expected. Delays as a result of an increased or lengthier regulatory approval process or further restrictions on the development of our product candidates can be costly and could negatively impact our ability to complete clinical trials and commercialize our current and future product candidates in a timely manner, if at all.

Even though we are leveraging on our bioengineered human “mini-Heart” technology platform (for human disease modeling, drug discovery and target validation), which has proven to be more cost- and time-efficient than conventional means, preclinical studies and clinical trials involve a lengthy, expensive and difficult process with an uncertain income. Further, we may encounter substantial delays in completing the development of our product candidates.

All of our product candidates are in preclinical or clinical development, and the risk of failure is high. The preclinical studies, clinical trials and manufacturing of our product candidates are, and the manufacturing and marketing of our products, if approved, will be, subject to extensive and rigorous review and regulation by numerous government authorities in the United States and in other countries where we may test and market our product candidates. It is impossible to predict when or if any product candidate that we develop will prove effective or safe in humans or will receive marketing approval. Before obtaining regulatory approvals for the commercial sale of any of our product candidates, we must demonstrate through lengthy, complex and expensive preclinical testing and clinical trials that our product candidates are both safe and effective for use in each target disease. In particular, because our product candidates are subject to regulation as biologics, we will need to demonstrate that they are sufficiently safe and of sufficient purity and potency for use in their target diseases. Each product candidate must demonstrate an adequate risk-versus-benefit profile in its intended patient population and for its intended use.

Clinical testing is expensive, difficult to design and implement, and can take many years to complete and the ultimate outcome is subject to uncertainty. We cannot guarantee that any clinical trials will be initiated on schedule, conducted as planned or completed on schedule, if at all. To date, we are sponsoring clinical trials of SRD-001, SRD-002 and SRD-003, but we have not successfully completed any clinical trial that we have internally sponsored. Clinical trials can fail at any stage of testing and failure may result from a multitude of factors, including, among other things, flaws in study design, dose selection issues, placebo effects, patient enrollment criteria and failure to demonstrate favorable safety or efficacy traits. The outcome of preclinical studies and early-stage clinical trials may not be predictive of the success of later clinical trials. For example, our product candidates may fail to show the desired safety and efficacy in clinical development despite positive results in preclinical studies or having successfully advanced through initial clinical trials. As a result, we cannot assure you that any clinical trials that we conduct will demonstrate consistent or adequate efficacy and safety to support marketing approval.

Many companies in the pharmaceutical and biotechnology sectors have suffered significant setbacks in late-stage clinical trials even after achieving promising results in preclinical testing and earlier-stage clinical trials. These setbacks could also happen to us. Further, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily during development have still failed to obtain marketing approval. This is especially so for drugs targeting very rare diseases, such as with certain indications we are pursuing, where the relatively small patient population makes it difficult or impossible to conduct two traditional, adequate and well-controlled studies, and therefore the FDA or comparable foreign regulatory authorities are often permitted to exercise flexibility in approving therapies for such diseases. In addition, results acceptable to support approval in one jurisdiction may be deemed inadequate by another regulatory authority to support regulatory approval in that other jurisdiction. To the extent that the results of the trials are not satisfactory to the FDA or comparable foreign regulatory authorities for support of a marketing application, we may be required to expend significant resources, which may not be available to us, to redesign or conduct additional trials in support of potential approval of our product candidates. Furthermore, the failure of any of our product candidates to demonstrate safety and efficacy in any clinical trial could negatively impact the perception of our other product candidates and/or cause the FDA or comparable regulatory authorities to require additional testing before approving any of our product candidates.

We may experience delays in initiating and conducting clinical trials of our lead product candidates and we do not know whether our clinical trials will begin on time, need to be redesigned, recruit and enroll patients on time or be completed on schedule, or at all. Unforeseen events may prevent successful or timely completion of clinical development or would otherwise significantly increase our costs. Such events include: