Keen Vision Acquisition Corp

The Trust Amendment Proposal asks shareholders to approve an amendment to the Investment Management Trust Agreement that would permit the Company to extend the date for commencing liquidation of the Trust Account up to four additional times, each by a three‑month period, thereby moving the outer termination date from July 27, 2026 to July 27, 2027, conditioned on depositing an aggregate $30,000 per three‑month extension for all remaining public shares into the Trust Account. Management is pursuing the amendment to preserve KVAC’s ability to continue working toward an initial business combination identified by the Board and to provide public shareholders the opportunity to participate in such a transaction without forcing immediate liquidation. The amendment is structured to maintain holders’ statutory redemption rights and requires at least 50% of the then outstanding ordinary shares voting as a single class for approval. If approved, the Company will be able to remove a Withdrawal Amount from the Trust Account to pay redeeming shareholders, which will reduce the Trust Account balance and potentially its net asset value, possibly increasing the need for additional financing to complete a business combination. The Board notes the Sponsor has agreed to contribute loans equal to monthly extension fees (conditioned on approval) to help fund extensions, and the Sponsor retains discretion whether to continue funding further monthly contributions through July 27, 2027. Approval presents tradeoffs: it preserves transaction optionality and avoids an immediate liquidation that would make warrants and rights worthless, but also risks reducing cash available for a future combination and increases the relative ownership of insiders if public shareholders redeem. The Board, which and insiders are aligned to vote in favor, frames the amendment as fair and in shareholders’ best interests while expressly leaving the decision whether to redeem to each public shareholder. Given the Sponsor’s large ownership stake and their stated intent to vote in favor, the practical outcome of the vote may be heavily influenced by insider holdings.

The Charter Amendment Proposal requests shareholder approval to replace the Company’s existing Amended and Restated Memorandum and Articles of Association with the Fifth Restated Memorandum and Articles to extend the deadline to complete an initial business combination from July 27, 2026 to July 27, 2027 (assuming full extension). Management is seeking this approval because, in their view, the Company will not be able to complete a business combination within the current deadline and the extension provides more time to consummate a transaction. The amendment is interdependent with the Trust Amendment Proposal—Trust changes provide the mechanics and fee structure for paid extensions while the charter change actually extends the corporate deadline—so both approvals are necessary for the Company to lawfully lengthen the Combination Period. Approval requires a majority of the ordinary shares present and voting on the matter, and the Board has concluded the extension is fair and advisable while preserving redemption rights for public shareholders. The amendment also carries governance and market risks: extending the Combination Period may increase the risk of Nasdaq delisting if the extension results in completing a business combination beyond the 36‑month limit without a successful appeal, and it may incentivize insiders to acquire public shares to influence votes or reduce redemptions. The Board discloses that insiders and the Sponsor (which holds a large majority stake) intend to vote in favor, which is a material contextual factor for independent shareholders assessing the proposal. If approved, the Company will retain greater flexibility to pursue a combination but public shareholders who redeem will reduce the Trust Account and may weaken the financial resources available for a target acquisition.

The Adjournment Proposal asks shareholders to empower the meeting chairman to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and voting of proxies if, based on votes tabulated at the meeting, there are not sufficient votes to approve Proposals 1 and 2. This is a procedural but strategically important measure: approval gives the Board the ability to continue outreach to shareholders, solicit additional proxies, and attempt to secure the votes necessary for the Trust and Charter amendments rather than immediately losing the opportunity to extend the Combination Period. The adjournment will only be presented if, at the time of the meeting, votes are insufficient; a majority of the ordinary shares present and voting is required to approve the adjournment. Brokers are not permitted to exercise discretionary voting on this non‑routine matter, increasing the importance of beneficial owners’ instructions. If the adjournment is approved, management can continue solicitation efforts, which may include targeted purchases of public shares or further communications to reduce redemption rates; the proxy statement discloses that insiders may purchase shares and intend to vote in favor. While the adjournment itself does not change corporate rights, it materially affects the timeline and probability of obtaining approvals for the substantive amendments and therefore has practical significance for shareholders deciding whether to redeem now or remain invested during an extended solicitation period.