Form 8-K

8-K — Keen Vision Acquisition Corp.

Accession: 0001213900-26-081921

Filed: 2026-07-28

Period: 2026-07-21

CIK: 0001889983

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0299291-8k_keen.htm (Primary)

EX-3.1 — FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KVAC (ea029929101ex3-1.htm)

EX-10.1 — AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN KVAC AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY DATED JULY 22, 2026 (ea029929101ex10-1.htm)

EX-10.2 — PROMISSORY NOTE DATED JULY 24, 2026 (ea029929101ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-07-21

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United

States

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form 8-K

Current

Report

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

July

21, 2026

Date

of Report (Date of earliest event reported)

KEEN VISION ACQUISITION CORPORATION

(Exact

Name of Registrant as Specified in its Charter)

British

Virgin Islands

001-41753

n/a

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

37 Greenbriar Drive

Summit,

New Jersey

07901

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (203) 609-1394

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities

registered pursuant to Section 12(b) of the Act: None.

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Units, each consisting of one ordinary share and one redeemable warrant to acquire one ordinary share

KVACU

The

Nasdaq Stock Market LLC

Ordinary Shares, $0.0001 par value

KVAC

The

Nasdaq Stock Market LLC

Warrants, each exercisable for one ordinary share at an exercise price of $11.50

KVACW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

an emerging growth company, 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 13(a) of the Exchange Act. ☐

Item

1.01. Entry Into a Material Definitive Agreement

Amendment

to the Investment Management Trust Agreement

approved by its shareholders at the extraordinary general meeting of stockholders held on July 21, 2026 (the “Extraordinary

Meeting”), Keen Vision Acquisition Corporation (“KVAC”) entered into an amendment to the Investment Management

Trust Agreement, with Continental Stock Transfer & Trust Company (the “Trust Amendment”) dated as of July 22,

2026. Pursuant to the Trust Amendment, KVAC has the right to extend the time for KVAC to complete its business combination (the “Business

Combination Period”) under the Trust Agreement up to four additional times, each by a period of three months, from July 27,

2026 to July 27, 2027 by depositing into the Company’s trust account (the “Trust Account”) $30,000 for each three-month

extension for all remaining public shares (the “Extension Payment”).

The

foregoing description of the Trust Amendment is qualified in its entirety by reference to the full text of the Trust Amendment, a copy

of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

Promissory

Note

July 24, 2026, the Company issued an unsecured promissory note in the aggregate principal amount of $30,000 (the “Note”)

to KVC Sponsor LLC, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor depositing

such amount into the Trust Account in order to extend the amount of time it has available to complete a business combination. The Note

does not bear interest and matures upon the closing of a business combination by the Company. In addition, the Note may be converted

by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00

per unit.

Item

5.03. Amendments to Articles of Incorporation or Bylaws.

approved by its shareholders at the Annual Meeting, KVAC filed its fifth amended and restated memorandum and articles of association

(the “M&AA”) with the British Virgin Islands Registry on July 23, 2026.

The

foregoing description of KVAC’s M&AA is qualified in its entirety by reference to the full text of KVAC’s M&AA, a

copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.

Item

5.07. Submission of Matters to a Vote of Security Holders.

July 21, 2026, KVAC held the Extraordinary Meeting. On June 24, 2026, the record date for the Extraordinary Meeting, there were 5,506,521

ordinary shares of KVAC entitled to be voted at the Annual Meeting, of which 5,227,979, or approximately 95.85% of the total outstanding

ordinary shares of KVAC, were represented in person or by proxy; therefore, a quorum was present.

Trust Amendment

Shareholders

approved the proposal to amend KVAC’s Investment Management Trust Agreement by and between KVAC and Continental Stock Transfer

& Trust Company, dated as of July 24, 2023, giving KVAC the right to extend the Business Combination Period up to four additional

times, each by a period of three months, from July 27, 2026 to July 27, 2027 by depositing into the Trust Account $30,000 for each three-month

extension for all remaining public shares. Adoption of the Trust Amendment required approval by the affirmative vote of at least 50%

of the outstanding shares. The voting results were as follows:

FOR

AGAINST

ABSTAIN

4,982,736

295,218

Charter Amendment

Shareholders

approved the proposal to amend KVAC’s M&AA, giving KVAC the right to extend the Business Combination Period up to four additional

times, each by a period of three months, from July 27, 2026 to July 27, 2027 by depositing into the Trust Account $30,000 for each three-month

extension for all remaining public shares. The approval of the Charter Amendment Proposal requires a resolution of members under the

M&AA, being the affirmative vote of a majority of the Company’s ordinary shares issued and outstanding and entitled to vote

and which are present (in person or by proxy) at the Meeting and which voted on the matter is required. The voting results were as follows:

FOR

AGAINST

ABSTAIN

4,982,736

295,218

Item

8.01. Other Events.

connection with the shareholders’ vote at the Annual Meeting, 935,966 shares were tendered for redemption.

KVAC

has deposited the initial payment of $30,000 in the Trust Account, to initially extend the date

by which the Company can complete an initial business combination by three months to October 27, 2026.

Item

9.01. Financial Statements and Exhibits

Exhibit

No.

Description

3.1

Fifth Amended and Restated Memorandum and Articles of Association of KVAC

10.1

Amendment to the Investment Management Trust Agreement between KVAC and Continental Stock Transfer & Trust Company dated July 22, 2026

10.2

Promissory Note dated July 24, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated: July 27, 2026

Keen Vision

Acquisition Corporation

By:

/s/

WONG, Kenneth KC

Name:

WONG, Kenneth KC

Title:

Chief Executive Officer

EX-3.1 — FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KVAC

EX-3.1

Filename: ea029929101ex3-1.htm · Sequence: 2

Exhibit 3.1

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

FIFTH AMENDED AND RESTATED MEMORANDUM OF

ASSOCIATION

Keen Vision

Acquisition Corporation

A COMPANY LIMITED BY SHARES

(adopted

by resolution of shareholders passed on 21 July 2026 and filed on 23 July 2026)

1 NAME

The name of the Company is Keen Vision

Acquisition Corporation.

2 STATUS

The Company shall be a company limited

by shares.

3 REGISTERED OFFICE AND REGISTERED AGENT

3.1 The first registered office of the Company is at Ritter House, Wickhams Cay II, PO Box 3170, Road

Town, Tortola VG1110, British Virgin Islands, the office of the first registered agent.

3.2 The first registered agent of the Company is Ogier Global (BVI) Limited of Ritter House, Wickhams Cay II,

PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands.

3.3 The Company may change its registered office or registered agent by a Resolution of Directors or a Resolution

of Members. The change shall take effect upon the Registrar registering a notice of change filed under section 92 of the Act.

4 CAPACITY AND POWER

4.1 The Company has, subject to the Act and any other British Virgin Islands legislation for the time being

in force, irrespective of corporate benefit:

(a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction;

and

(b) for the purposes of paragraph (a), full rights, powers and privileges.

4.2 There are subject to Clause 4.1 and Regulation 23, no limitations on the business that the Company

may carry on.

5 NUMBER AND CLASSES OF SHARES

5.1

The Company

is authorised to issue a maximum of 500,000,000 Shares of USD0.0001 each of a single class.

5.2 The Company may at the discretion of the Board of Directors, but shall not otherwise be obliged to, issue

fractional Shares or round up or down fractional holdings of Shares to its nearest whole number and a fractional Share (if authorised

by the Board of Directors) may have the corresponding fractional rights, obligations and liabilities of a whole share of the same class

or series of shares.

6 DESIGNATIONS POWERS PREFERENCES OF SHARES

6.1 Each Share in the Company confers upon the Member (unless waived by such Member):

(a) subject to Clause 11, the right to one vote at a meeting of the Members of the Company or on any Resolution

of Members;

(b) the right to be redeemed on an Automatic Redemption Event in accordance with Regulation 23.2 or pursuant

to either a Tender Redemption Offer or Redemption Offer in accordance with Regulation 23.5 or pursuant to an Amendment Redemption

Event in accordance with Regulation 23.11;

(d) subject to satisfaction of and compliance with Regulation 23, the right to an equal share with each

other Share in the distribution of the surplus assets of the Company on its liquidation provided that in the event that the Company enters

liquidation prior to or without having consummated a Business Combination then, in such circumstances, in the event any surplus assets

(Residual Assets) of the Company remain following the Company having complied with its applicable obligations to redeem Public

Shares and distribute the funds held in the Trust Account in respect of such redemptions pursuant to Regulation 23, the Public Shares

shall not have any right to receive any share of those Residual Assets which are held outside the Trust Account and such Residual Assets

shall be distributed (on a pro rata basis) only in respect of those Shares that are not Public Shares.

6.2 The Directors may at their discretion by Resolution of Directors redeem, purchase or otherwise acquire

all or any of the Shares in the Company subject to Regulation 6 and Regulation 23 of the Articles.

6.3 The Directors have the authority and the power by Resolution of Directors:

(a) to authorise and create additional classes of shares; and

(b) to fix the designations, powers, preferences, rights, qualifications, limitations and restrictions, if

any, appertaining to any and all classes of shares that may be authorised to be issued under this Memorandum.

7 VARIATION OF RIGHTS

7.1 The rights attached to the Shares as specified in Clause 6.1 may only, whether or not the Company is being

wound up, be varied with the consent in writing of at least fifty percent (50%) of the issued Shares of that class, or by a resolution

passed at a meeting by, the holders of more than fifty percent (50%) of the Shares present at a duly convened and constituted meeting

of the Members of the Company holding Shares which were present at the meeting and voted, or unless otherwise provided by the terms of

issue of such class.

8 RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

The rights conferred upon the holders

of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue

of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

9 REGISTERED SHARES

9.1 The Company shall issue registered shares only.

9.2 The Company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange

registered shares for bearer shares.

10 TRANSFER OF SHARES

A Share may be transferred in accordance

with Regulation 4 of the Articles.

11 AMENDMENT OF MEMORANDUM AND ARTICLES

11.1 The Company may amend its Memorandum or Articles by a Resolution of Members or by a Resolution of Directors,

save that no amendment may be made by a Resolution of Directors:

(a) to restrict the rights or powers of the Members to amend the Memorandum or Articles;

(b) to change the percentage of Members required to pass a Resolution of Members to amend the Memorandum or

Articles;

(d) to change Clauses 7 or 8, this Clause 11 or Regulation 23 (or any of the defined terms used in any

such Clause or Regulation).

11.2 Notwithstanding Clause 11.1, no amendment may be made to the Memorandum or Articles to amend:

(a) Regulation 23 prior to the Business Combination unless the holders of the Public Shares are provided

with the opportunity to redeem their Public Shares upon the approval of any such amendment in the manner and for the price as set out

in Regulation 23.11; or

(b) this Clause 11.2 during the Target Business Acquisition Period.

12 DEFINITIONS AND INTERPRETATION

12.1 In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the

subject or context:

(a) Act means the BVI Business Companies Act, 2004 (as amended) and includes the regulations made under

the Act;

(b) AGM means an annual general meeting of the Members;

(d) Amendment Redemption Event has the meaning ascribed to it in Regulation 23.11;

(e) Applicable Law means, with respect to any person, all provisions of laws, statutes, ordinances,

rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person;

(f) Approved Amendment has the meaning ascribed to it in Regulation 23.11;

(g) Articles means the attached Articles of Association of the Company;

(h) Automatic Redemption Event shall have the meaning given to it in Regulation 23.2;

(i) Board of Directors means the board of directors of the Company;

(j) Business Combination shall mean the initial acquisition by the Company, whether through a merger,

share exchange, share reconstruction or amalgamation, asset or share acquisition, a contractual arrangement or other similar business

combination transaction, with a Target Business at Fair Value;

(k) Business Combination Articles means Regulation 23 relating to the Company’s obligations

regarding the consummation of a Business Combination;

(l) Business Days means a day other than a Saturday or Sunday or any other day on which

commercial banks in New York are required or are authorised to be closed for business;

(m) Chairman means a person who is appointed as chairman to preside at a meeting of the Company and

Chairman of the Board means a person who is appointed as chairman to preside at a meeting of the Board of Directors of the Company,

in each case, in accordance with the Articles;

(n) Designated Stock Exchange means the Over-the-Counter Bulletin Board, the Global Select Market,

Global Market or the Capital Market of the NASDAQ Stock Market LLC, the NYSE American or the New York Stock Exchange, as applicable;

provided, however, that until the Shares are listed on any such Designated Stock Exchange, the rules of such Designated Stock Exchange

shall be inapplicable to the Company and this Memorandum or the Articles;

(o) Director means any director of the Company, from time to time;

(p) Distribution in relation to a distribution by the Company means the direct or indirect transfer

of an asset, other than Shares, to or for the benefit of a Member in relation to Shares held by a Member, and whether by means of a purchase

of an asset, the redemption or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend;

(q) Electronic Communication means a communication sent by electronic means, including electronic posting

to the Company’s website, transmission to any number, address or internet website (including the website of the SEC) or other electronic

delivery methods as otherwise decided and approved by the Directors;

(r) Eligible Person means individuals, corporations, trusts, the estates of deceased individuals, partnerships

and unincorporated associations of persons;

(s) Enterprise means the Company and any other corporation, constituent corporation (including any

constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is

a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which an Indemnitee

is or was serving at the request of the Company as a Director, Officer, trustee, general partner, managing member, fiduciary, employee

or agent;

(t) Exchange Act means the United States Securities Exchange Act of 1934,

as amended;

(u) Expenses shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,

including, without limitation, all legal fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel

expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage,

delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses, in each case

reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to

be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent

by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses shall also include any

or all of the foregoing expenses incurred in connection with all judgments, liabilities, fines, penalties and amounts paid in settlement

(including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines,

penalties and amounts paid in settlement) actually and reasonably incurred (whether by an Indemnitee, or on his behalf) in connection

with such Proceeding or any claim, issue or matter therein, or any appeal resulting from any Proceeding, including without limitation

the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent,

but shall not include amounts paid in settlement by an Indemnitee or the amount of judgments or fines against an Indemnitee;

(v) Fair Value shall mean a value at least equal to 80% of the balance in the Trust Account (excluding

any deferred underwriting fees and any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement

for a Business Combination;

(w) FINRA means the Financial Industry Regulatory Authority of the United States;

(x) Indemnitee means any person detailed in sub regulations (a) and (b) of Regulation 15;

(y) Initial Shareholders means the Sponsor and any Members who hold Shares prior to the IPO;

(z) IPO means the initial public offering of units, consisting of shares and warrants of the Company

and rights to receive shares of the Company;

(aa) Member means an Eligible Person whose name is entered in the share register of the Company as the

holder of one or more Shares or fractional Shares;

(bb) Memorandum means this Memorandum of Association of the Company;

(cc) Officer means any officer of the Company, from time to time;

(dd) Per-Share Redemption Price means:

(i) with respect to an Automatic Redemption Event, the aggregate

amount on deposit in the Trust Account including interest earned, but net of taxes payable and less up to US$50,000 of any interest earned

to pay liquidation expenses divided by the number of then outstanding Public Shares;

(ii) with respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account, including

interest earned but net of taxes payable, divided by the number of then outstanding Public Shares; and

(iii) with respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount then on deposit

in the Trust Account, including interest earned but net of taxes payable, on the date that is two Business Days prior to the consummation

of the Business Combination, divided by the number of then outstanding Public Shares;

(ee) Proceeding means any threatened, pending or completed action, suit, arbitration, mediation, alternate

dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,

whether brought in the name of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal,

administrative or investigative nature, in which an Indemnitee was, is, will or might be involved as a party or otherwise by reason of

the fact that such Indemnitee is or was a Director or Officer of the Company, by reason of any action (or failure to act) taken by him

or of any action (or failure to act) on his part while acting as a Director, Officer, employee or adviser of the Company, or by reason

of the fact that he is or was serving at the request of the Company as a Director, Officer, trustee, general partner, managing member,

fiduciary, employee, adviser or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability

or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under these Articles;

(ff) Public Shares means the Shares included in the units issued in the IPO;

(gg) Redemption Offer has the meaning ascribed to it in Regulation 23.5(b);

(hh) Registration Statement has the meaning ascribed to it in Regulation 23.10;

(ii) relevant system means a relevant system for the holding and transfer of shares in uncertificated

form;

(jj) Resolution of Directors means either:

(i) a resolution approved at a duly convened and constituted meeting of Directors of the Company or of a committee

of Directors of the Company by the affirmative vote of a majority of the Directors present at the meeting who voted except that where

a Director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority;

(ii) a resolution consented to in writing by all Directors or by all members of a committee of Directors of

the Company, as the case may be;

(kk) Resolution of Members means a resolution approved at a duly convened and constituted meeting of

the Members of the Company by the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which were present

at the meeting and were voted;

(ll) Seal means any seal which has been duly adopted as the common seal of the Company;

(mm) SEC means the United States Securities and Exchange

Commission;

(nn) Securities means Shares, other securities and debt obligations of every kind of the Company, and

including without limitation options, warrants, rights to receive Shares or other securities or debt obligations;

(oo) Securities Act means the United States Securities Act of 1933, as amended;

(pp) Share means a share issued or to be issued by the Company and Shares shall be construed

accordingly;

(qq) Sponsor means KVC Sponsor LLC;

(rr) Sponsor Group means the Sponsor and its respective affiliates, successors and assigns;

(ss) Target Business means any businesses or entity with whom the Company wishes to undertake a Business

Combination;

(tt) Target Business Acquisition Period shall mean the period commencing from the effectiveness of the

registration statement filed with the SEC in connection with the Company’s IPO up to and including the first to occur of (i) a

Business Combination; or (ii) the Termination Date.

(uu) Tender Redemption Offer has the meaning ascribed to it in Regulation 23.5(a);

(vv) Termination Date has the meaning given to it in Regulation 23.2;

(ww) Treasury Share means a Share that was previously issued

but was repurchased, redeemed or otherwise acquired by the Company and not cancelled;

(xx) Trust Account shall mean the trust account established by the Company prior to the IPO and into

which a certain amount of the IPO proceeds and the proceeds from a simultaneous private placement of like units comprising like securities

to those in included in the IPO by the Company are deposited, interest on the balance of which may be released to the Company from to

time to time to pay the Company’s income or other tax obligations, and up to US$50,000 of such interest on the balance of the Trust

Account may also be released to pay the liquidation expenses of the Company if applicable; and

(yy) written or any term of like import includes information generated, sent, received or stored by

electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange,

electronic mail, telegram, telex or telecopy, and “in writing” shall be construed accordingly.

12.2 In the Memorandum and the Articles, unless the context otherwise requires a reference to:

(a) a Regulation is a reference to a regulation of the Articles;

(b) a Clause is a reference to a clause of the Memorandum;

voting;

(d) the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended;

(e) the singular includes the plural and vice versa;

(f) where a meeting of (i) Members; (ii) a class of Members; (iii) the board of Directors;

or (iv) any committee of the Directors, is required to be convened for a place, such place may be a physical place, or a virtual

place, or both, and where a meeting is convened for or including a virtual place any person, including the person duly appointed as the

chairperson of such meeting, may attend such meeting by virtual attendance and such virtual attendance shall constitute presence in person

at that meeting;

(g) the term “virtual place” includes a discussion facility or forum with a telephonic, electronic

or digital identifier; and

(h) the term “virtual attendance” means attendance at a virtual place by means of conference telephone

or other digital or Electronic Communications equipment or software or other facilities by means of which all the persons participating

in the meeting can communicate with each other.

12.3 Any words or expressions defined in the Act unless the context otherwise requires bear the same meaning

in the Memorandum and Articles unless otherwise defined herein.

12.4 Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and

Articles.

We, Ogier Global (BVI) Limited of Ritter House,

Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands, for the purpose of incorporating a BVI business

company under the laws of the British Virgin Islands hereby sign this Memorandum of Association.

Dated: 18 June 2021

Incorporator

Signed for and on behalf of Ogier Global (BVI)

Limited of Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands

/s/ Toshra Glasgow

Signature of authorised signatory

Toshra Glasgow

Print Name

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

FIFTH AMENDED AND RESTATED ARTICLES OF

ASSOCIATION

Keen Vision Acquisition Corporation

A COMPANY

LIMITED BY SHARES

(adopted

by resolution of shareholders passed on 21 July 2026 and filed on 23 July 2026)

1 REGISTERED SHARES

1.1 Every Member is entitled to a certificate signed by a Director of the Company or under the Seal specifying

the number of Shares held by him and the signature of the Director and the Seal may be facsimiles.

1.2 Any Member receiving a certificate shall indemnify and hold the Company and its Directors and officers

harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any

person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn

out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors.

1.3 If several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible Persons

may give an effectual receipt for any Distribution.

1.4 Nothing in these Articles shall require title to any Shares or other Securities to be evidenced by a certificate

if the Act and the rules of the Designated Stock Exchange permit otherwise.

1.5 Subject to the Act and the rules of the Designated Stock Exchange, the Board of Directors without further

consultation with the holders of any Shares or Securities may resolve that any class or series of Shares or other Securities in issue

or to be issued from time to time may be issued, registered or converted to uncertificated form and the practices instituted by the operator

of the relevant system. No provision of these Articles will apply to any uncertificated shares or Securities to the extent that they are

inconsistent with the holding of such shares or securities in uncertificated form or the transfer of title to any such shares or securities

by means of a relevant system.

1.6 Conversion of Shares held in certificated form into Shares held in uncertificated form, and vice versa,

may be made in such manner as the Board of Directors, in its absolute discretion, may think fit (subject always to the requirements of

the relevant system concerned). The Company or any duly authorised transfer agent shall enter on the register of members how many Shares

are held by each member in uncertificated form and certificated form and shall maintain the register of members in each case as is required

by the relevant system concerned. Notwithstanding any provision of these Articles, a class or series of Shares shall not be treated as

two classes by virtue only of that class or series comprising both certificated shares and uncertificated shares or as a result of any

provision of these Articles which applies only in respect of certificated shares or uncertificated shares.

1.7 Nothing contained in Regulation 1.5 and 1.6 is meant to prohibit the Shares from being able to trade

electronically. For the avoidance of doubt, Shares shall only be traded and transferred electronically upon listing on the Designated

Stock Exchange.

2 SHARES

2.1 Subject to the provisions of these Articles and, where applicable, the rules of the Designated Stock Exchange,

the unissued Shares of the Company shall be at the disposal of the Directors and Shares and other Securities may be issued and option

to acquire Shares or other Securities may be granted at such times, to such Eligible Persons, for such consideration and on such terms

as the Directors may by Resolution of Directors determine.

2.2 Without prejudice to any special rights previously conferred on the holders of any existing Shares, the

Directors may be issued Shares with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend,

voting or otherwise as the Directors may from time to time determine subject to Regulation 23.7.

2.3 Section 46 of the Act does not apply to the Company.

2.4 A Share may be issued for consideration in any form, including money, a promissory note, real property,

personal property (including goodwill and know-how) or a contract for future services.

2.5 No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been

passed stating:

(a) the amount to be credited for the issue of the Shares; and

(b) that, in their opinion, the present cash value of the non-money consideration for the issue is not less

than the amount to be credited for the issue of the Shares.

2.6 The Company shall keep a register (the share register) containing:

(a) the names and addresses of the persons who hold Shares;

(b) the number of each class and series of Shares held by each Member;

(d) the date on which any Eligible Person ceased to be a Member.

2.7 The share register may be in any such form as the Directors may approve, but if it is in magnetic, electronic

or other data storage form, the Company must be able to produce legible evidence of its contents. Until the Directors otherwise determine,

the magnetic, electronic or other data storage form shall be the original share register.

2.8 A Share is deemed to be issued when the name of the Member is entered in the share register.

2.9 Subject to the provisions of the Act and the Business Combination Articles, Shares may be issued on the

terms that they are redeemable, or at the option of the Company be liable to be redeemed on such terms and in such manner as the Directors

before or at the time of the issue of such Shares may determine. The Directors may issue options, warrants, rights or convertible securities

or securities or a similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares

or Securities on such terms as the Directors may from time to time determine. Notwithstanding the foregoing, the Directors may also issue

options, warrants, rights to acquire or receive shares or convertible securities in connection with the Company’s IPO.

3 FORFEITURE

3.1 Shares that are not fully paid on issue, or are issued with the terms that they are subject to forfeiture

as the Directors determine upon allotment, are subject to the forfeiture provisions set forth in this Regulation and for this purpose

Shares issued for a promissory note or a contract for future services are deemed to be not fully paid.

3.2 A written notice of call specifying the date for payment to be made shall be served on the Member who

defaults in making payment in respect of the Shares.

3.3 The written notice of call referred to in Regulation 3.2 shall name a further date not earlier than

the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made

and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in

respect of which payment is not made will be liable to be forfeited.

3.4 Where a written notice of call has been issued pursuant to Regulation 3.2 and the requirements of

the notice have not been complied with, the Directors may, at any time before tender of payment, forfeit and cancel the Shares to which

the notice relates.

3.5 The Company is under no obligation to refund any moneys to the Member whose Shares have been cancelled

pursuant to Regulation 3.4 and that Member shall be discharged from any further obligation to the Company.

4 TRANSFER OF SHARES

4.1 Subject to the Memorandum, certificated shares may be transferred by a written instrument of transfer

signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration. A

member shall be entitled to transfer uncertificated shares by means of a relevant system and the operator of the relevant system shall

act as agent of the Members for the purposes of the transfer of such uncertificated shares.

4.2 The transfer of a Share is effective when the name of the transferee is entered on the share register.

4.3 If the Directors of the Company are satisfied that an instrument of transfer relating to Shares has been

signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors:

(a) to accept such evidence of the transfer of Shares as they consider appropriate; and

(b) that the transferee’s name should be entered in the share register notwithstanding the absence of

the instrument of transfer.

4.4 Subject to the Memorandum, the personal representative of a deceased Member may transfer a Share even

though the personal representative is not a Member at the time of the transfer.

5 DISTRIBUTIONS

5.1 Subject to the Business Combination Articles, the Directors of the Company may, by Resolution of Directors,

authorise a distribution at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after

the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as

and when they fall due.

5.2 Dividends may be paid in money, shares, or other property.

5.3 The Company may, by Resolution of Directors, from time to time pay to the Members such interim dividends

as appear to the Directors to be justified by the profits of the Company, provided always that they are satisfied, on reasonable grounds,

that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be

able to pay its debts as and when they fall due.

5.4 Notice in writing of any dividend that may have been declared shall be given to each Member in accordance

with Regulation 21 and all dividends unclaimed for three years after such notice has been given to a Member may be forfeited

by Resolution of Directors for the benefit of the Company.

5.5 No dividend shall bear interest as against the Company.

6 REDEMPTION OF SHARES AND TREASURY SHARES

6.1 The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may

not purchase, redeem or otherwise acquire its own Shares without the consent of the Member whose Shares are to be purchased, redeemed

or otherwise acquired unless the Company is permitted or required by the Act or any other provision in the Memorandum or Articles to purchase,

redeem or otherwise acquire the Shares without such consent.

6.2 The purchase, redemption or other acquisition by the Company of its own Shares is deemed not to be a distribution

where:

(a) the Company purchases, redeems or otherwise acquires the Shares pursuant to a right of a Member to have

his Shares redeemed or to have his shares exchanged for money or other property of the Company, or

(b) the Company purchases, redeems or otherwise acquires the Shares by virtue of the provisions of section

179 of the Act.

6.3 Sections 60, 61 and 62 of the Act shall not apply to the Company.

6.4 Subject to the provisions of Regulation 23, shares that the Company purchases, redeems or otherwise

acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of

50 percent of the issued Shares in which case they shall be cancelled but they shall be available for reissue.

6.5 All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the

Company while it holds the Share as a Treasury Share.

6.6 Treasury Shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent

with the Memorandum and Articles) as the Company may by Resolution of Directors determine.

6.7 Where Shares are held by another body corporate of which the Company holds, directly or indirectly, shares

having more than 50 per cent of the votes in the election of Directors of the other body corporate, all rights and obligations attaching

to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.

6.8 The Company shall be entitled to sell (at a price which the Company shall use its reasonable endeavours

to ensure is the best obtainable) the Shares of a Member or the Shares to which a person is entitled by virtue of transmission on death

or insolvency or otherwise by operation of law if and provided that:

(a) all checks, not being less than three (3) in total number, for any sums payable in cash to the holder

of such shares have remained uncashed for a period of twelve (12) years;

(b) the Company shall following the expiry of such period of twelve (12) years have inserted advertisements

in a national newspaper and in a newspaper circulating in the area in which the last known address of the Member or the address at which

service of notices may be effected under these Articles is located giving notice of its intention to sell the said shares; and

on different dates, the last thereof) the Company shall have received indication neither of the whereabouts nor of the existence of such

Member or person.

The net proceeds of any such sale shall

belong to the Company and when the Company receive these net proceeds, the Company shall become indebted to the former shareholder for

an amount equal to such net proceeds. For the avoidance of doubt, the foregoing provisions of this Article are subject to any restrictions

applicable under any regulations relating to the holding and/or transferring of securities in any paperless system as may be introduced

from time to time in respect of the shares of the Company or any class thereof.

7 MORTGAGES AND CHARGES OF SHARES

7.1 Unless a Member agrees otherwise, a Member may by an instrument in writing mortgage or charge his Shares.

7.2 There shall be entered in the share register at the written request of the Member:

(a) a statement that the Shares held by him are mortgaged or charged;

(b) the name of the mortgagee or chargee; and

share register.

7.3 Where particulars of a mortgage or charge are entered in the share register, such particulars may be cancelled:

(a) with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf;

(b) upon evidence satisfactory to the Directors of the discharge of the liability secured by the mortgage

or charge and the issue of such indemnities as the Directors shall consider necessary or desirable.

7.4 Whilst particulars of a mortgage or charge over Shares are entered in the share register pursuant to this

Regulation:

(a) no transfer of any Share the subject of those particulars shall be effected;

(b) the Company may not purchase, redeem or otherwise acquire any such Share; and

without the written consent of the named

mortgagee or chargee.

8 MEETINGS AND CONSENTS OF MEMBERS

8.1 Any Director of the Company may convene meetings of the Members at such times and in such manner and places

within or outside the British Virgin Islands as the Director considers necessary or desirable. Following consummation of the Business

Combination, an AGM shall be held annually at such date and time as may be determined by the Directors.

8.2 Upon the written request of the Members entitled to exercise 30 percent or more of the voting rights in

respect of the matter for which the meeting is requested the Directors shall convene a meeting of Members.

8.3 The Director convening a meeting of Members shall give not less than 10 nor more than 60 days’

written notice of such meeting to:

(a) those Members whose names on the date the notice is given appear as Members in the share register of the

Company and are entitled to vote at the meeting; and

(b) the other Directors.

8.4 The Director convening a meeting of Members shall fix in the notice of the meeting the record date for

determining those Members that are entitled to vote at the meeting. The notice of meeting shall state the place, date and hour of the

meeting and indicate that it is being issued by or at the direction of the person calling the meeting.

8.5 A meeting of Members held in contravention of the requirement to give notice is valid if Members holding

at least 90 per cent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and,

for this purpose, the presence of a Member at the meeting shall constitute waiver in relation to all the Shares which that Member holds.

8.6 The inadvertent failure of a Director who convenes a meeting to give notice of a meeting to a Member or

another Director, or the fact that a Member or another Director has not received notice, does not invalidate the meeting.

8.7 A Member may be represented at a meeting of Members by a proxy who may speak and vote on behalf of the

Member.

8.8 The instrument appointing a proxy shall be produced at the place designated for the meeting before the

time for holding the meeting at which the person named in such instrument proposes to vote.

8.9 The instrument appointing a proxy shall be in substantially the following form or such other form as the

chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing the proxy.

Keen Vision Acquisition

Corporation

I/We being a Member of the above Company

HEREBY APPOINT ……………………………………………………………………………..……

of ……………………………………...……….…………..…………

or failing him …..………………………………………………….……………………..

of ………………………………………………………..…..……

to be my/our proxy to vote for me/us at the meeting of Members to be held on the …… day of …………..…………,

20…… and at any adjournment thereof.

(Any restrictions on voting to be inserted

here.)

Signed this …… day

of …………..…………, 20……

……………………………

Member

8.10 The following applies where Shares are jointly owned:

(a) if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting

of Members and may speak as a Member;

(b) if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners;

and

event of disagreement between any of the joint owners of Shares then the vote of the joint owner whose name appears first (or earliest)

in the share register in respect of the relevant Shares shall be recorded as the vote attributable to the Shares.

8.11 A Member shall be deemed to be present at a meeting of Members if he participates by telephone or other

electronic means and all Members participating in the meeting are able to hear each other. All persons seeking to attend and participate

in a meeting at a virtual place shall be responsible for maintaining adequate facilities to enable them to do so, and any inability of

a person or persons to attend or participate in meeting by way of digital or Electronic Communications equipment or software or other

facilities shall not invalidate the proceedings of that meeting.

8.12 A meeting of Members is duly constituted if, at the commencement of the meeting, there are present in

person or by proxy not less than 50 per cent of the votes of the Shares entitled to vote on Resolutions of Members to be considered at

the meeting. If the Company has two or more classes of shares, a meeting may be quorate for some purposes and not for others. A quorum

may comprise a single Member or proxy and then such person may pass a Resolution of Members and a certificate signed by such person accompanied

where such person holds a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Members.

8.13 If within two hours from the time appointed for the meeting of Members, a quorum is not present,

the meeting, at the discretion of the Chairman of the Board of Directors shall either be dissolved or stand adjourned to a business day

in the jurisdiction in which the meeting was to have been held at the same time and place, and if at the adjourned meeting there are present

within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares entitled

to vote or each class or series of Shares entitled to vote, as applicable, on the matters to be considered by the meeting, those present

shall constitute a quorum but otherwise the meeting shall either be dissolved or stand further adjourned at the discretion of the Chairman

of the Board of Directors.

8.14 At every meeting of Members, the Chairman of the Board shall preside as chairman of the meeting. The chairman

of the meeting shall be deemed to be present in person at the meeting if he or she participates by telephone or other electronic means

and all Members participating in the meeting are able to communicate with the chairman of the meeting. If there is no Chairman of the

Board or if the Chairman of the Board is not present at the meeting, either physically in person, by telephone or other electronic means,

if appropriate, the Members present shall choose one of their number to be the chairman. If the Members are unable to choose a chairman

for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside

as chairman failing which the oldest individual Member or representative of a Member present shall take the chair.

8.15 The person appointed as chairman of the meeting pursuant to Regulation 8.14 may adjourn any meeting

from time to time, and from place to place. For the avoidance of doubt, a meeting can be adjourned for as many times as may be determined

to be necessary by the chairman and a meeting may remain open indefinitely for as long a period as may be determined by the chairman.

8.16 Voting at any meeting of the Members is by show of hands unless a poll is demanded by the chairman. On

a show of hands every Member who is present in person (or, in the case of a Member being a corporation, by its duly authorized representative)

or by proxy shall have one vote and on a poll every Member shall present in person (or, in the case of a Member being a corporation, by

its duly authorized representative) or by proxy shall have one vote for each Share which such Member is the holder. Any Member present

in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement

demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced

to the meeting and recorded in the minutes of the meeting.

8.17 Subject to the specific provisions contained in this Regulation for the appointment of representatives

of Members other than individuals the right of any individual to speak for or represent a Member shall be determined by the law of the

jurisdiction where, and by the documents by which, the Member is constituted or derives its existence. In case of doubt, the Directors

may in good faith seek legal advice and unless and until a court of competent jurisdiction shall otherwise rule, the Directors may rely

and act upon such advice without incurring any liability to any Member or the Company.

8.18 Any Member other than an individual may by resolution of its Directors or other governing body authorise

such individual as it thinks fit to act as its representative at any meeting of Members or of any class of Members, and the individual

so authorised shall be entitled to exercise the same rights on behalf of the Member which he represents as that Member could exercise

if it were an individual.

8.19 The chairman of any meeting at which a vote is cast by proxy or on behalf of any Member other than an

individual may at the meeting but not thereafter call for a notarially certified copy of such proxy or authority which shall be produced

within 7 days of being so requested or the votes cast by such proxy or on behalf of such Member shall be disregarded.

8.20 Directors of the Company may attend and speak at any meeting of Members and at any separate meeting of

the holders of any class or series of Shares.

8.21 Until the consummation of the Company’s IPO, any action that may be taken by the Members at a meeting

may also be taken by a Resolution of Members consented to in writing, without the need for any prior notice. If any Resolution of Members

is adopted otherwise than by the unanimous written consent of all Members, a copy of such resolution shall forthwith be sent to all Members

not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Members.

If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the

earliest date upon which Eligible Persons holding a sufficient number of votes of Shares to constitute a Resolution of Members have consented

to the resolution by signed counterparts. Following the Company’s IPO, any action required or permitted to be taken by the Members

of the Company must be effected by a meeting of the Company, such meeting to be duly convened and held in accordance with these Articles.

9 DIRECTORS

9.1 The first Directors of the Company shall be appointed by the first registered agent within 30 days

of the incorporation of the Company; and thereafter, the Directors shall be elected by Resolution of Members or by Resolution of Directors.

9.2 No person shall be appointed as a Director of the Company unless he has consented in writing to act as

a Director.

9.3 The minimum number of Directors shall be two and there shall be no maximum number of Directors.

9.4 Each Director holds office until the next annual general meeting, or until his earlier death, resignation

or removal (provided that no director may be removed by a Resolution of Members prior to the consummation of the initial Business Combination).

If no term is fixed on the appointment of a Director, the Director serves indefinitely until his earlier death, resignation or removal.

9.5 A Director may be removed from office with or without cause by:

(a) (following the consummation of the initial Business Combination but not at any time before) a Resolution

of Members passed at a meeting of Members called for the purposes of removing the Director or for purposes including the removal of the

Director; or

(b) a Resolution of Directors passed at a meeting of Directors.

9.6 A Director may resign his office by giving written notice of his resignation to the Company and the resignation

has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be

specified in the notice. A Director shall resign forthwith as a Director if he is, or becomes, disqualified from acting as a Director

under the Act.

9.7 The Directors may at any time appoint any person to be a Director either to fill a vacancy or as an addition

to the existing Directors. Where the Directors appoint a person as Director to fill a vacancy, the term shall not exceed the term that

remained when the person who has ceased to be a Director ceased to hold office.

9.8 A vacancy in relation to Directors occurs if a Director dies or otherwise ceases to hold office prior

to the expiration of his term of office.

9.9 The Company shall keep a register of Directors containing:

(a) the names and addresses of the persons who are Directors of the Company;

(b) the date on which each person whose name is entered in the register was appointed as a Director of the

Company;

(d) such other information as may be prescribed by the Act.

9.10 The register of Directors may be kept in any such form as the Directors may approve, but if it is in magnetic,

electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors

determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of Directors.

9.11 The Directors, or if the Shares (or depository receipts therefore) are listed or quoted on a Designated

Stock Exchange, and if required by the Designated Stock Exchange, any committee thereof, may, by a Resolution of Directors, fix the emoluments

of Directors with respect to services to be rendered in any capacity to the Company.

9.12 A Director is not required to hold a Share as a qualification to office.

9.13 Prior to the consummation of any transaction with:

(a) any affiliate of the Company;

(b) any Member owning an interest in the voting power of the Company that gives such Member a significant

influence over the Company;

and

(d) any person in which a substantial interest in the voting power of the Company is owned, directly or indirectly,

by a person referred to in Regulations 9.13(b) and (c) or over which such a person is able to exercise significant influence,

such transaction must be approved by

a majority of the members of the Board of Directors who do not have an interest in the transaction, such directors having been provided

with access (at the Company’s expense) to the Company’s attorney or independent legal counsel, unless the disinterested directors

determine that the terms of such transaction are no less favourable to the Company than those that would be available to the Company with

respect to such a transaction from unaffiliated third parties.

10 POWERS OF DIRECTORS

10.1 The business and affairs of the Company shall be managed by, or under the direction or supervision of,

the Directors of the Company. The Directors of the Company have all the powers necessary for managing, and for directing and supervising,

the business and affairs of the Company. The Directors may pay all expenses incurred preliminary to and in connection with the incorporation

of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to

be exercised by the Members.

10.2 If the Company is the wholly owned subsidiary of a holding company, a Director of the Company may, when

exercising powers or performing duties as a Director, act in a manner which he believes is in the best interests of the holding company

even though it may not be in the best interests of the Company.

10.3 Each Director shall exercise his powers for a proper purpose and shall not act or agree to the Company

acting in a manner that contravenes the Memorandum, the Articles or the Act. Each Director, in exercising his powers or performing his

duties, shall act honestly and in good faith in what the Director believes to be the best interests of the Company.

10.4 Any Director which is a body corporate may appoint any individual as its duly authorised representative

for the purpose of representing it at meetings of the Directors, with respect to the signing of consents or otherwise.

10.5 The continuing Directors may act notwithstanding any vacancy in their body.

10.6 Subject to Regulation 23.7, the Directors may by Resolution of Directors exercise all the powers

of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the

Company or of any third party, provided always that if the same occurs prior to the consummation of a Business Combination, the Company

must first obtain from the lender a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account.

10.7 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts

for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as

shall from time to time be determined by Resolution of Directors.

10.8 Section 175 of the Act shall not apply to the Company.

11 PROCEEDINGS OF DIRECTORS

11.1 Any one Director of the Company may call a meeting of the Directors by sending a written notice to each

other Director.

11.2 The Directors of the Company or any committee thereof may meet at such times and in such manner and places

within or outside the British Virgin Islands as the notice calling the meeting provides.

11.3 A Director is deemed to be present at a meeting of Directors if he participates by telephone or other

electronic means and all Directors participating in the meeting are able to hear each other.

11.4 Until the consummation of a Business Combination, a Director may not appoint an alternate. Following the

consummation of a Business Combination, a Director may by a written instrument appoint an alternate who need not be a Director, any such

alternate shall be entitled to attend meetings in the absence of the Director who appointed him and to vote or consent in place of the

Director until the appointment lapses or is terminated.

11.5 A Director shall be given not less than three days’ notice of meetings of Directors, but a

meeting of Directors held without three days’ notice having been given to all Directors shall be valid if all the Directors

entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a Director at a meeting

shall constitute waiver by that Director. The inadvertent failure to give notice of a meeting to a Director, or the fact that a Director

has not received the notice, does not invalidate the meeting.

11.6 A meeting of Directors is duly constituted for all purposes if at the commencement of the meeting there

are present in person or, following the consummation of a Business Combination, by alternate not less than one-half of the total number

of Directors, unless there are only two Directors in which case the quorum is two.

11.7 If the Company has only one Director the provisions herein contained for meetings of Directors do not

apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum

or the Articles required to be exercised by the Members. In lieu of minutes of a meeting the sole Director shall record in writing and

sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence

of such resolution for all purposes.

11.8 At meetings of Directors at which the Chairman of the Board is present, he shall preside as chairman of

the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the Directors present shall choose one

of their number to be chairman of the meeting. If the Directors are unable to choose a chairman for any reason, then the oldest individual

Director present (and for this purpose an alternate Director shall be deemed to be the same age as the Director that he represents) shall

take the chair. In the case of an equality of votes at a meeting of Directors, the Chairman of the Board shall have a casting vote.

11.9 An action that may be taken by the Directors or a committee of Directors at a meeting may also be taken

by a Resolution of Directors or a resolution of a committee of Directors consented to in writing by all Directors or by all members of

the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being

signed by one or more Directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution

shall take effect on the date upon which the last Director has consented to the resolution by signed counterparts.

12 COMMITTEES

12.1 The Directors may, by Resolution of Directors, designate one or more committees, each consisting of one

or more Directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.

12.2 The Directors have no power to delegate to a committee of Directors any of the following powers:

(a) to amend the Memorandum or the Articles;

(b) to designate committees of Directors;

(d) to appoint Directors;

(e) to appoint an agent;

(f) to approve a plan of merger, consolidation or arrangement; or

(g) to make a declaration of solvency or to approve a liquidation plan.

12.3 Regulations 12.2(b) and (c) do not prevent a committee of Directors, where authorised by the

Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating

powers exercisable by the committee to the sub-committee.

12.4 The meetings and proceedings of each committee of Directors consisting of 2 or more Directors shall be

governed mutatis mutandis by the provisions of the Articles regulating the proceedings of Directors so far as the same are not

superseded by any provisions in the Resolution of Directors establishing the committee.

13 OFFICERS AND AGENTS

13.1 The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered

necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Chief Executive Officer, a President, a Chief

Financial Officer (in each case there may be more than one of such officers), one or more vice-presidents, secretaries and treasurers

and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.

13.2 The officers shall perform such duties as are prescribed at the time of their appointment subject to any

modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of

duties it shall be the responsibility of the Chairman of the Board (or Co-Chairman, as the case may be) to preside at meetings of Directors

and Members, the Chief Executive Officer (or Co-Chief Executive Officer, as the case may be) to manage the day to day affairs

of the Company, the vice-presidents to act in order of seniority in the absence of the Chief Executive Officer (or Co-Chief Executive

Officer, as the case may be) but otherwise to perform such duties as may be delegated to them by the Chief Executive Officer (or Co-Chief

Executive Officer, as the case may be), the secretaries to maintain the share register, minute books and records (other than financial

records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer

to be responsible for the financial affairs of the Company.

13.3 The emoluments of all officers shall be fixed by Resolution of Directors.

13.4 The officers of the Company shall hold office until their death, resignation or removal. Any officer elected

or appointed by the Directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in

any office of the Company may be filled by Resolution of Directors.

13.5 The Directors may, by a Resolution of Directors, appoint any person, including a person who is a Director,

to be an agent of the Company. An agent of the Company shall have such powers and authority of the Directors, including the power and

authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent

has any power or authority with respect to the matters specified in Regulation 12.2. The Resolution of Directors appointing an agent

may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by

the Company. The Directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

14 CONFLICT OF INTERESTS

14.1 A Director of the Company shall, forthwith after becoming aware of the fact that he is interested in a

transaction entered into or to be entered into by the Company, disclose the interest to all other Directors of the Company.

14.2 For the purposes of Regulation 14.1, a disclosure to all other Directors to the effect that a Director

is a member, Director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual

and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that

entity or individual, is a sufficient disclosure of interest in relation to that transaction.

14.3 Provided that the requirements of Regulation 9.13 have first been satisfied, a Director of the Company

who is interested in a transaction entered into or to be entered into by the Company may:

(a) vote on a matter relating to the transaction;

(b) attend a meeting of Directors at which a matter relating to the transaction arises and be included among

the Directors present at the meeting for the purposes of a quorum; and

to the transaction,

and, subject to compliance with the Act

and these Articles shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction

and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

15 INDEMNIFICATION

15.1 Subject to the limitations hereinafter provided the Company shall indemnify, hold harmless and exonerate

against all direct and indirect costs, fees and Expenses of any type or nature whatsoever, any person who:

(a) is or was a party or is threatened to be made a party to any Proceeding by reason of the fact that such

person is or was a Director, officer, key employee, adviser of the Company or who at the request of the Company; or

(b) is or was, at the request of the Company, serving as a Director of, or in any other capacity is or was

acting for, another Enterprise.

15.2 The indemnity in Regulation 15.1 only applies if the relevant Indemnitee acted honestly and in good

faith with a view to the best interests of the Company and, in the case of criminal proceedings, the Indemnitee had no reasonable cause

to believe that his conduct was unlawful.

15.3 The decision of the Directors as to whether an Indemnitee acted honestly and in good faith and with a

view to the best interests of the Company and as to whether such Indemnitee had no reasonable cause to believe that his conduct was unlawful

is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.

15.4 The termination of any Proceedings by any judgment, order, settlement, conviction or the entering of a

nolle prosequi does not, by itself, create a presumption that the relevant Indemnitee did not act honestly and in good faith and

with a view to the best interests of the Company or that such Indemnitee had reasonable cause to believe that his conduct was unlawful.

15.5 The Company may purchase and maintain insurance, purchase or furnish similar protection or make other

arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond in relation to any Indemnitee or

who at the request of the Company is or was serving as a Director, officer or liquidator of, or in any other capacity is or was acting

for, another Enterprise, against any liability asserted against the person and incurred by him in that capacity, whether or not the Company

has or would have had the power to indemnify him against the liability as provided in these Articles.

16 RECORDS

16.1 The Company shall keep the following documents at the office of its registered agent:

(a) the Memorandum and the Articles;

(b) the share register, or a copy of the share register;

(d) copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs

in the previous 10 years.

16.2 If the Company maintains only a copy of the share register or a copy of the register of Directors at the

office of its registered agent, it shall:

(a) within 15 days of any change in either register, notify the registered agent in writing of the change;

and

(b) provide the registered agent with a written record of the physical address of the place or places at which

the original share register or the original register of Directors is kept.

16.3 The Company shall keep the following records at the office of its registered agent or at such other place

or places, within or outside the British Virgin Islands, as the Directors may determine:

(a) minutes of meetings and Resolutions of Members and classes of Members;

(b) minutes of meetings and Resolutions of Directors and committees of Directors; and

16.4 Where any original records referred to in this Regulation are maintained other than at the office of the

registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent

with the physical address of the new location of the records of the Company within 14 days of the change of location.

16.5 The records kept by the Company under this Regulation shall be in written form or either wholly or partly

as electronic records complying with the requirements of the Electronic Transactions Act.

17 REGISTERS OF CHARGES

17.1 The Company shall maintain at the office of its registered agent a register of charges in which there

shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:

(a) the date of creation of the charge;

(b) a short description of the liability secured by the charge;

(d) the name and address of the trustee for the security or, if there is no such trustee, the name and address

of the chargee;

(e) unless the charge is a security to bearer, the name and address of the holder of the charge; and

(f) details of any prohibition or restriction contained in the instrument creating the charge on the power

of the Company to create any future charge ranking in priority to or equally with the charge.

18 CONTINUATION

The Company may by Resolution of Members or by

a Resolution of Directors continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the

manner provided under those laws.

19 SEAL

The Company may have more than one Seal and references

herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The Directors shall

provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly

provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one Director

or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed,

may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature

of any Director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force

and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

20 ACCOUNTS AND AUDIT

20.1 The Company shall keep records that are sufficient to show and explain the Company’s transactions

and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

20.2 The Company may by Resolution of Members call for the Directors to prepare periodically and make available

a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively

a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities

of the Company as at the end of a financial period.

20.3 The Company may by Resolution of Members call for the accounts to be examined by auditors.

20.4 If the Shares are listed or quoted on a Designated Stock Exchange that requires the Company to have an

audit committee, the Directors shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written

charter on an annual basis.

20.5 If the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate

review of all related party transactions on an ongoing basis and, if required, shall utilise the audit committee for the review and approval

of potential conflicts of interest.

20.6 The Directors may by a Resolution of Directors appoint or remove the auditor of the Company on such terms

as the Directors determine, except that if under applicable law and the rules of the SEC and the Designated Stock Exchange the auditor

is required to be appointed by shareholders, then:

(a) at the AGM or at a subsequent general meeting in each year, the Members shall appoint an auditor who shall

hold office until the Members appoint another auditor. Such auditor may be a Member but no Director or officer or employee of the Company

shall during, his continuance in office, be eligible to act as auditor;

(b) a person, other than a retiring auditor, shall not be capable of being appointed auditor at an AGM unless

notice in writing of an intention to nominate that person to the office of auditor has been given not less than ten days before the

AGM and furthermore the Company shall send a copy of such notice to the retiring auditor; and

the auditor at any time before the expiration of his term of office and shall by resolution at that meeting appoint another auditor in

his stead for the remainder of his term.

20.7 The remuneration of the auditors shall be fixed by Resolution of Directors in such manner as the Directors

may determine or in a manner required by the rules and regulations of the Designated Stock Exchange and the SEC.

20.8 The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Members

at which the accounts are laid before the Company or shall be otherwise given to the Members.

20.9 Every auditor of the Company shall have a right of access at all times to the books of account and vouchers

of the Company, and shall be entitled to require from the Directors and officers of the Company such information and explanations as he

thinks necessary for the performance of the duties of the auditors.

20.10 The auditors

of the Company shall be entitled to receive notice of, and to attend any meetings of Members at which the Company’s profit and loss

account and balance sheet are to be presented.

21 NOTICES

21.1 Any notice, information or written statement to be given by the Company to Members may be given by personal

service by mail, facsimile or other similar means of Electronic Communication, addressed to each Member at the address shown in the share

21.2 Any summons, notice, order, document, process, information or written statement to be served on the Company

may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it

with, or by sending it by registered mail to, the registered agent of the Company.

21.3 Service of any summons, notice, order, document, process, information or written statement to be served

on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered

to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered

to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service

and was correctly addressed and the postage was prepaid.

22 VOLUNTARY WINDING UP

The Company may by a Resolution of Members

or by a Resolution of Directors appoint a voluntary liquidator.

23 BUSINESS COMBINATION

23.1 Regulations 23.1 to 23.11 shall terminate upon consummation of any Business Combination.

23.2 The Company has until 27 July 2026 to consummate a Business

Combination (the Combination Period), provided however that if the Board of Directors anticipates that the Company may not be

able to consummate a Business Combination by 27 July 2026, the Company may, by Resolution of Directors, at the request of the Sponsor

or its affiliates, extend the period of time to consummate a Business Combination up to four (4) times, each by a period of three (3)

months (for a total of up to twelve (12) months until 27 July 2027 to complete a Business Combination), subject to the Sponsor or its

affiliates or designees depositing additional funds into the Trust Account in accordance with terms as set out in the Trust Agreement

(the Paid Extension Period). In the event that the Company does not consummate a Business Combination by 27 July 2026 (or in the

case of four (4) valid extensions of additional three (3) months each, 27 July 2027) (such date, as applicable, being referred to as

the Termination Date), such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event)

and the Directors of the Company shall take all such action necessary (i) as promptly as reasonably possible but no more than ten (10)

Business Days thereafter to redeem the Public Shares in cash at a per-share amount equal to the applicable Per-Share Redemption Price;

and (ii) as promptly as practicable, to cease all operations except for the purpose of making such distribution and any subsequent winding

up of the Company’s affairs. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive

pro rata redeeming distributions from the Trust Account (including interests but net of taxes payable and less up to US$50,000 of interests

to pay liquidation expenses) with respect to their Public Shares.

23.3 Unless a shareholder vote is required by law or the rules of the Designated Stock Exchange, or, at the

sole discretion of the Directors, the Directors determine to hold a shareholder vote for business or other reasons, the Company may enter

into a Business Combination without submitting such Business Combination to its Members for approval.

23.4 Although not required, in the event that a shareholder vote is held, and a majority of the votes of the

Shares entitled to vote thereon which were present at the meeting to approve the Business Combination are voted for the approval of such

Business Combination, the Company shall be authorised to consummate the Business Combination.

23.5

(a) In the event that a Business Combination is consummated by the Company other than in connection with a

shareholder vote under Regulation 23.4, the Company will, subject to as provided below, offer to redeem the Public Shares for cash

in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act and subject to any limitations (including but not

limited to cash requirements) set forth in the definitive transaction agreements related to the initial Business Combination (the Tender

Redemption Offer), provided however that the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates

pursuant to such Tender Redemption Offer, whether or not such holders accept such Tender Redemption Offer. The Company will file tender

offer documents with the SEC prior to consummating the Business Combination which contain substantially the same financial and other information

about the Business Combination and the redemption rights as would be required in a proxy solicitation pursuant to Regulation 14A

of the Exchange Act. In accordance with the Exchange Act, the Tender Redemption Offer will remain open for a minimum of 20 Business Days

and the Company will not be permitted to consummate its Business Combination until the expiry of such period. If in the event a Member

holding Public Shares accepts the Tender Redemption Offer and the Company has not otherwise withdrawn the tender offer, the Company shall,

promptly after the consummation of the Business Combination, pay such redeeming Member, on a pro rata basis, cash equal to the applicable

Per-Share Redemption Price.

(b) In the event that a Business Combination is consummated by the Company in connection with a shareholder

vote held pursuant to Regulation 23.4 in accordance with a proxy solicitation pursuant to Regulation 14A of the Exchange Act

(the Redemption Offer), the Company will, subject as provided below, offer to redeem the Public Shares, other than those Shares

held by the Initial Shareholders or their affiliates, regardless of whether such shares are voted for or against the Business Combination,

for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price, provided however that: (i) the

Company shall not redeem those Shares held by the Initial Shareholders or their affiliates pursuant to such Redemption Offer, whether

or not such holders accept such Redemption Offer; and (ii) any other redeeming Member who either individually or together with any

affiliate of his or any other person with whom he is acting in concert or as a “group” (as such term is defined under Section 13

of the Exchange Act) shall not be permitted to redeem, without the consent of the Directors, more than fifteen percent (15%) of the

total Public Shares sold in the IPO.

(c) In no event will the Company consummate the Tender Redemption Offer or the Redemption Offer under Regulation 23.5(a) or

23.5(b) or an Amendment Redemption Event under Regulation 23.11 if such redemptions would cause (i) the Company to have

net tangible assets of less than US$5,000,001 (after payment of underwriters’ fees and commissions) prior to or upon consummation

of a Business Combination or (ii) otherwise we are exempt from the provisions of Rule 419 promulgated under the Securities Act,

as amended.

23.6 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the

event of an Automatic Redemption Event, an Amendment Redemption Event or in the event he accepts a Tender Redemption Offer or a Redemption

Offer where the Business Combination is consummated. In no other circumstances shall a holder of Public Shares have any right or interest

of any kind in or to the Trust Account.

23.7 Following the IPO, the Company will not issue any Securities (other than Public Shares) prior to a Business

Combination that would entitle the holder thereof to (i) receive funds from the Trust Account; or (ii) vote on any Business

Combination.

23.8 In the event the Company seeks to complete a Business Combination with a company that is affiliated with

an Initial Shareholder, the Company will obtain an opinion from an independent investment banking firm which is a member of FINRA or independent

accounting firm that such a Business Combination is fair to the Company from a financial point of view.

23.9 The Company will not effectuate a Business Combination with another “blank cheque” company

or a similar company with nominal operations.

23.10 Immediately after the Company’s IPO, that amount of

the net proceeds received by the Company from the IPO (including proceeds of any exercise of the underwriter’s over-allotment option)

and from the simultaneous private placement by the Company as is stated in the Company’s registration statement on Form S-1

filed with the SEC (such registration statement at the time it initially goes effective, the Registration Statement) to be deposited

in the Trust Account shall be so deposited and thereafter held in the Trust Account until released in the event of a Business Combination

or otherwise in accordance with this Regulation 23. Neither the Company nor any officer, Director or employee of the Company will

disburse any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic

Redemption Event or in payment of the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire

in accordance with this Regulation 23, in each case in accordance with the trust agreement governing the Trust Account; provided

that interest earned on the Trust Account (as described in the Registration Statement) may be released from time to time to the Company

to pay the Company’s 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 the Company if applicable.

23.11 In the event the Directors of the Company propose any amendment

to Regulation 23 or to any of the other rights of the Shares as set out at Clause 6.1 of the Memorandum prior to, but not for the

purposes of approving or in conjunction with the consummation of, a Business Combination that would affect the substance or timing of

the Company’s obligations as described in this Regulation 23 to pay or to offer to pay the Per-Share Redemption Price to any

holder of the Public Shares (an Amendment) and such Amendment is (i) duly approved by a Resolution of Members; and (ii) the

amended Memorandum and Articles reflecting such amendment are to be filed at the Registry of Corporate Affairs (an Approved Amendment),

the Company will offer to redeem the Public Shares of any Member for cash, on a pro rata basis, at a per-share amount equal to the applicable

Per-Share Redemption Price (an Amendment Redemption Event), provided however that the Company shall not redeem those Shares held

by the Initial Shareholders or their affiliates pursuant to such offer, whether or not such holders accept such offer.

24 Business Opportunities

24.1 In recognition and anticipation of the facts that: (a) directors, managers, officers, members, partners,

managing members, employees and/or agents of one or more members of the Sponsor Group (each of the foregoing, a Sponsor Group Related

Person) may serve as directors and/or officers of the Company; and (b) the Sponsor Group engages, and may continue to engage

in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or

other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage, the provisions

under this heading “Business Opportunities” are set forth to regulate and define the conduct of certain affairs of the Company

as they may involve the Members and the Sponsor Group Related Persons, and the powers, rights, duties and liabilities of the Company and

its officers, directors and Members in connection therewith.

24.2 To the fullest extent permitted by Applicable Law, the directors and officers of the Company shall have

no duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar

business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, and subject to his or her

fiduciary duties under Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity

to participate in, any potential transaction or matter which may be a corporate opportunity offered to any director and officer of the

Company, on the one hand, and the Company, on the other, unless such opportunity is expressly offered to such director or officer of the

Company solely in their capacity as an Officer or director of the Company and the opportunity is one the Company is permitted to complete

on a reasonable basis.

24.3 Except as provided elsewhere in the Articles, the Company hereby renounces any interest or expectancy

of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate

opportunity for both the Company and the Sponsor Group, about which a director and/or officer of the Company who is also a Sponsor Group

Related Person acquires knowledge.

24.4 To the extent a court might hold that the conduct of any activity related to a corporate opportunity that

is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted

by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted

by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in

the past.

We, Ogier Global (BVI) Limited of Ritter House,

Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands, for the purpose of incorporating a BVI business

company under the laws of the British Virgin Islands hereby sign these Articles of Association.

Dated: 18 June 2021.

Incorporator

Signed for and on behalf of Ogier Global (BVI)

Limited of Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands

/s/ Toshra Glasgow

Signature of authorised signatory

Toshra Glasgow

Print Name

EX-10.1 — AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN KVAC AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY DATED JULY 22, 2026

EX-10.1

Filename: ea029929101ex10-1.htm · Sequence: 3

Exhibit 10.1

AMENDMENT TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 4 (this “Amendment”),

dated as of [*], 2026, to the Investment Management Trust Agreement (as defined below) is made by and between Keen Vision Acquisition

Corporation, a British Virgin Island corporation (the “Company”), and Continental Stock Transfer& Trust Company,

a New York limited liability trust company (the “Trustee”). All terms used but not defined herein shall have the

meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and

the Trustee entered into an Investment Management Trust Agreement, dated July 24, 2023 (the “Trust Agreement”);

and it was amended on October 25, 2024, July 23, 2025, and January 22, 2026; and

WHEREAS, at a Shareholders

Meeting of the Company held on July 21, 2026, the Company’s shareholders approved a proposal to amend the Trust Agreement to provide

the Company the right to extend the date on which to commence liquidating the trust account (the “Trust Account”)

four times for an additional three months each time from July 27, 2026 to July 27, 2027 for an extension fee of $30,000 for each three-month

extension for all remaining public shares (the “Extension Payment”), which payment shall be paid into the Trust Account.

NOW THEREFORE, IT IS AGREED:

1. Preamble. The third WHEREAS

clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:

“WHEREAS, as described

Registration Statement and in its Amended and Restated Memorandum and Articles of Association, the Company’s ability to complete

a business combination may be extended four times for an additional three months each time from July 27, 2026 to July 27, 2027, subject

to the payment into the Trust Account by the Sponsor (or its designees or affiliates) of $30,000 for each three-month extension for all

remaining public shares (the “Extension Payment”).”

2. Section 1(i) is

hereby amended and restated to read as follows:

Commence liquidation of the

Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination

Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf

of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary

or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company and, in the

case of Exhibit A, acknowledged and agreed to by EF Hutton, and complete the liquidation of the Trust Account and distribute the Property

in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes(less up to $50,000

of interest that may be released to the Company to pay dissolution expenses in the case of a Termination Letter in the form of Exhibit

B hereto), only as directed in the Termination Letter and the other documents referred to therein; or (y) upon the date which is,

the later of (1) July 27, 2027 effectuated pursuant to the terms hereof, and (2) such later date as may be approved by the Company’s

shareholders in accordance with the Company’s amended and restated memorandum and articles of association (as may be amended from

time to time, the “Charter”) (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance

with the procedures set forth in the Termination Letter attached hereto as Exhibit B hereto and the Property in the Trust Account, including

interest not previously released to the Company to pay its franchise and income taxes (less up to $50,000 of interest that may be released

to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders as of the Last Date;

3. All other provisions of the Trust

Agreement shall remain unaffected by the terms hereof.

4. This Amendment may be

signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument,

with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be

an original signature for purposes of this Amendment.

5. This Amendment is intended

to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust

Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally

waived and relinquished by all parties hereto.

6. This Amendment shall be

governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of

law principles that would result in the application of the substantive laws of another jurisdiction.

IN WITNESS WHEREOF, the parties

have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

KEEN VISION ACQUISITION CORPORATION

By:

/s/ WONG, Kenneth KC

Name:

WONG, Kenneth KC

Title:

Chief Executive Officer

Continental Stock Transfer & Trust Company

By:

/s/ Francis Wolf

Name:

Francis Wolf

Title:

Vice President

EX-10.2 — PROMISSORY NOTE DATED JULY 24, 2026

EX-10.2

Filename: ea029929101ex10-2.htm · Sequence: 4

Exhibit 10.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED

OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY

IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: $30,000

Dated as of July 24, 2026

Keen Vision Acquisition

Corporation (the “Maker”), promises to pay to the order of KVC Sponsor LLC or its registered assigns or successors

in interest (the “Payee”) the principal sum of thirty thousand dollars ($30,000) in lawful money of the United States

of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately

available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice

in accordance with the provisions of this Note.

Principal. The principal balance of this Promissory Note (this “Note”) shall be payable promptly after the date on which the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described in its initial public offering prospectus dated July 24, 2023 (the “Prospectus”)). In the event that a Business Combination does not close on or prior to July 27, 2027, as such deadline may be further extended by the Maker, this Note shall be deemed to be terminated and no amounts will thereafter be due from Maker to Payee under the terms hereof. The principal balance may not be prepaid without the consent of the Payee.

Conversion Rights. The Payee has the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”) of the Maker, as described in the Prospectus, by providing the Maker with written notice of its intention to convert this note at least one business day prior to the closing of a Business Combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00.

(a)

Fractional Shares. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units to which Payee would otherwise be entitled, Maker will pay to Payee in cash the amount of the unconverted principal balance of this note that would otherwise be converted into such fractional share.

(b)

Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this note at least one business day prior to the closing of a Business Combination, this Note shall be deemed to be converted on the date the Business Combination closes. At its expense, the Maker will, as soon as practicable after receiving this Note for cancellation after the closing of a Business Combination (assuming receipt of timely notice of conversion), issue and deliver to Payee, at Payee’s address set forth on the signature page hereto or such other address requested by Payee, a certificate or certificates for the number of Units to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional shares as described herein.

3. Interest. No interest shall accrue on the unpaid principal

balance of this Note.

4. Application of Payments. All payments shall be applied

first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable

attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of

this Note.

Events of Default. The following shall constitute an event of default (“Event of Default”):

(a)

Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.

(b)

Voluntary Liquidation, etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c)

Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

Remedies.

(a)

Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b)

Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section:

If to Maker:

Keen Vision Acquisition Corporation

37 Greenbriar Drive

Summit NJ 07901

Attn: WONG, Kenneth K.C.

If to Payee:

KVC Sponsor LLC

37 Greenbriar Drive

Summit NJ 07901

Attn: WONG, Kenneth K.C.

Notice shall be deemed given

on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date

reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery

service.

10.

Construction. This note shall be construed and enforced in accordance with the laws of New York, without regard to conflict of law provisions thereof.

11.

Jurisdiction. The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non- contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York.

12.

Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13.

Trust Waiver. Payee has read the Prospectus and understands that Maker has established the trust account described in the Prospectus, initially in an amount of $151,368,750 for the benefit of the public stockholders and the underwriters of Maker’s initial public offering (the “Underwriters”) and that, except for certain exceptions described in the Prospectus, Maker may disburse monies from the trust account only: (i) to the public stockholders in the event of the conversion of their shares or the liquidation of Maker; or (ii) to Maker and the Underwriters after consummation of a Business Combination.

Notwithstanding anything herein to

the contrary, Payee hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the trust

account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any

negotiations, contracts or agreements with Maker and will not seek recourse against the trust account for any reason whatsoever.

14.

Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

15.

Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

16.

Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Promissory Note.

IN WITNESS WHEREOF, Maker, intending to be legally

bound hereby, has caused this Note to be duly executed by its Chief Executive Officer the day and year first above written.

Keen Vision Acquisition Corporation

By:

/s/ WONG, Kenneth KC

Name:

WONG, Kenneth KC

Title:

Chief Executive Officer

Accepted and Agreed:

KVC Sponsor LLC

By:

/s/ WONG, Kenneth KC

Name:

WONG, Kenneth KC

Title:

Manager

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