IPO and Financing - The company completed its Initial Public Offering on July 27, 2023, raising gross proceeds of $149,500,000 from the sale of 14,950,000 units at $10.00 per unit[96]. - The company also sold 678,575 Private Placement Units for gross proceeds of $6,785,750, at the same price of $10.00 per unit[97]. - The company incurred transaction costs of $6,597,980 related to the Initial Public Offering, including $2,990,000 in underwriting commissions[97]. - The company intends to use the net proceeds from the Initial Public Offering primarily for acquiring target businesses and related expenses[109]. Financial Performance - As of September 30, 2025, the company reported a net income of $1,499,692, a decrease from $6,600,651 for the same period in 2024[104]. - The company had cash of $15,880 as of September 30, 2025, indicating limited liquidity[106]. - The diluted income (loss) per share is the same as basic income (loss) per share for the period presented[121]. - The Company calculates net income (loss) per share in accordance with ASC Topic 260, considering undistributed income (loss) allocable to both redeemable and non-redeemable shares[121]. Business Combination and Agreements - The company has entered into a merger agreement with Medera Inc., valuing Medera at $622,560,000 for 100% of its issued and outstanding ordinary shares[101]. - The company is entitled to an automatic six-month extension to complete a business combination after executing a letter of intent[99]. - As of September 30, 2025, there were 4,822,346 ordinary shares subject to possible redemption, classified as temporary equity[117]. Debt and Equity - The company has no long-term debt or off-balance sheet financing agreements as of September 30, 2025[112][113]. - The warrants issued upon the Initial Public Offering and private placements are classified as equity under ASC 480[120]. - The Company has not considered the effect of the warrants sold in the Initial Public Offering and private warrants to purchase an aggregate of 15,628,575 shares in the calculation of diluted net income (loss) per share[121]. - Changes in the estimated fair value of warrants classified as liabilities are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of income[119].

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of income and comprehensive income, statements of changes in shareholders' deficit, and statements of cash flows, along with their accompanying notes, providing a snapshot of the company's financial position, performance, and cash movements for the periods ended June 30, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | ASSETS | June 30, 2025 (unaudited) | December 31, 2024 | | :---------------------------------- | :------------------------ | :------------------------ | | Cash at bank | $1,317 | $54,548 | | Prepayment | $63,815 | $9,238 | | Total current assets | $65,132 | $63,786 | | Cash and investments held in Trust Account | $73,062,664 | $70,373,065 | | **TOTAL ASSETS** | **$73,127,796** | **$70,436,851** | | LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' DEFICIT | | | | Accrued expenses | $28,910 | $97,813 | | Extension promissory note payable | $1,800,000 | $600,000 | | Amount due to a related party | $1,008,707 | $575,085 | | Total current liabilities | $2,837,617 | $1,272,898 | | Deferred underwriting compensation | $2,990,000 | $2,990,000 | | **TOTAL LIABILITIES** | **$5,827,617** | **$4,262,898** | | Ordinary shares subject to possible redemption | $73,062,663 | $70,373,065 | | Accumulated deficit | $(5,762,926) | $(4,199,554) | | **Total Shareholders' Deficit** | **$(5,762,484)** | **$(4,199,112)** | | **TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' DEFICIT** | **$73,127,796** | **$70,436,851** | [Unaudited Condensed Consolidated Statements of Income and Comprehensive Income](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Formation and operating costs | $(192,040) | $(267,344) | $(363,373) | $(533,783) | | Dividend income earned in Trust Account | $750,095 | $2,041,871 | $1,489,599 | $3,530,524 | | Interest income earned in Trust Account | $- | $- | $- | $2,043,965 | | Total other income | $750,095 | $2,041,879 | $1,489,599 | $5,574,511 | | **NET INCOME** | **$558,055** | **$1,774,535** | **$1,126,226** | **$5,040,728** | | **COMPREHENSIVE INCOME** | **$558,055** | **$1,774,535** | **$1,126,226** | **$3,519,557** | | Basic and diluted net income per share (redeemable) | $0.10 | $0.12 | $0.20 | $0.35 | | Basic and diluted net loss per share (non-redeemable) | $(0.02) | $(0.01) | $(0.03) | $(0.03) | [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) | Item | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------------- | :------------------------------------- | | Balance as of January 1 | $(4,199,112) | $(2,138,385) | | Accretion of carrying value to redemption value | $(2,689,598) | $(4,053,317) | | Net income | $1,126,226 | $5,040,728 | | Transfer to realized loss on available held for sale securities | $- | $(1,521,171) | | Balance as of June 30 | $(5,762,484) | $(2,672,145) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net income | $1,126,226 | $5,040,728 | | Net cash used in operating activities | $(486,853) | $(370,399) | | Net cash used in investing activities | $(1,200,000) | $- | | Net cash provided by financing activities | $1,633,622 | $- | | NET CHANGE IN CASH | $(53,231) | $(370,399) | | CASH AT BANK, END OF PERIOD | $1,317 | $261,354 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND](index=8&type=section&id=NOTE%201%20-%20ORGANIZATION%20AND%20BUSINESS%20BACKGROUND) - Keen Vision Acquisition Corporation is a **blank check company (SPAC)** incorporated on **June 18, 2021**, for the purpose of effecting a Business Combination, and has **not commenced any operations as of June 30, 2025**, generating **non-operating income from its Trust Account**[15](index=15&type=chunk)[17](index=17&type=chunk)[100](index=100&type=chunk) | IPO and Private Placement Details | Amount | | :-------------------------------- | :------------- | | Public Units Sold (July 27, 2023) | 14,950,000 | | Gross Proceeds from Public Units | $149,500,000 | | Private Placement Units Sold (July 27, 2023) | 678,575 | | Gross Proceeds from Private Placement | $6,785,750 | | Total Transaction Costs | $6,597,980 | | Initial Trust Account Deposit | $151,368,750 | - On **September 3, 2024**, the Company entered into a **merger agreement with Medera Inc.**, a clinical-stage biopharmaceutical company, for a proposed business combination, with the **transaction valuing 100% of Medera's shares at $622,560,000**[30](index=30&type=chunk)[31](index=31&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) - The Company has extended its business combination period multiple times, with the **current deadline being August 27, 2025**, and as of July 23, 2025, **$144,670 was deposited to extend until August 27, 2025**[35](index=35&type=chunk)[38](index=38&type=chunk)[95](index=95&type=chunk) - As of June 30, 2025, the Company reported a **working capital deficit of $2,772,485**, raising **substantial doubt about its ability to continue as a going concern** if a Business Combination is not consummated by **August 27, 2025** (unless further extended)[38](index=38&type=chunk)[39](index=39&type=chunk) [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The Company is an **"emerging growth company"** and has **elected not to opt out of the extended transition period** for complying with new or revised financial accounting standards, which may affect comparability with other public companies[43](index=43&type=chunk)[44](index=44&type=chunk) - **Warrants issued in the Initial Public Offering and private placements are classified as equity**, as they meet the criteria for equity classification under ASC 480[50](index=50&type=chunk)[125](index=125&type=chunk) - **Ordinary shares subject to possible redemption are classified as temporary equity** due to redemption rights that are subject to uncertain future events and considered outside the Company's control[51](index=51&type=chunk)[122](index=122&type=chunk) | Description | June 30, 2025 (Level 1) | December 31, 2024 (Level 1) | | :---------------------------------- | :------------------------ | :------------------------ | | U.S. Treasury Securities held in Trust Account | $73,062,664 | $70,373,065 | - The Company is considered an **exempted British Virgin Islands company** and is **not subject to income taxes or filing requirements** in the British Virgin Islands, reporting no unrecognized tax benefits or accrued interest/penalties[60](index=60&type=chunk)[62](index=62&type=chunk) [NOTE 3 – INITIAL PUBLIC OFFERING](index=18&type=section&id=NOTE%203%20%E2%80%93%20INITIAL%20PUBLIC%20OFFERING) - On **July 27, 2023**, the Company sold **14,950,000 Public Units at $10.00 per unit** in its Initial Public Offering[69](index=69&type=chunk) - **Public shares with redemption features are classified as temporary equity**, and changes in their redemption value are recognized immediately as deemed dividends[70](index=70&type=chunk)[71](index=71&type=chunk) [NOTE 4 – PRIVATE PLACEMENT](index=19&type=section&id=NOTE%204%20%E2%80%93%20PRIVATE%20PLACEMENT) - Simultaneously with the IPO, **678,575 Private Placement Units were sold to the Sponsor at $10.00 per unit**, generating **$6,785,750**[72](index=72&type=chunk) - **Private Placement Units are identical to Public Units**, except for certain registration rights and transfer restrictions[73](index=73&type=chunk) [NOTE 5 – RELATED PARTY TRANSACTIONS](index=19&type=section&id=NOTE%205%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) - The Company issued **3,737,500 Founder Shares** to initial shareholders, with no shares subject to forfeiture after the underwriter's over-allotment option was fully exercised[74](index=74&type=chunk) - An affiliate of the Sponsor provides administrative services for **$10,000 per month**, with **unpaid fees of $60,000 as of June 30, 2025**[75](index=75&type=chunk) - The Sponsor has provided **unsecured, non-interest bearing promissory notes totaling $1,800,000 as of June 30, 2025**, to fund Trust Account extensions for the business combination period[77](index=77&type=chunk) - As of June 30, 2025, the Company had an **unsecured, interest-free advance of $1,008,707 from the Sponsor** with no fixed repayment terms[78](index=78&type=chunk) [NOTE 6 – SHAREHOLDERS' DEFICIT](index=20&type=section&id=NOTE%206%20%E2%80%93%20SHAREHOLDERS'%20DEFICIT) - The Company is authorized to issue **500,000,000 ordinary shares at $0.0001 par value**, with **4,416,075 ordinary shares issued and outstanding** as of June 30, 2025, excluding **6,404,652 shares subject to possible redemption**[79](index=79&type=chunk)[80](index=80&type=chunk) - Warrants entitle holders to purchase one ordinary share at an **exercise price of $11.50**, exercisable after a Business Combination, contingent on an effective registration statement[81](index=81&type=chunk) - The Company may **redeem public warrants at $0.01 per warrant** if the ordinary share price equals or exceeds **$16.50** for 20 trading days within a 30-day period, provided a current registration statement is in effect[82](index=82&type=chunk)[83](index=83&type=chunk) [NOTE 7 – COMMITMENTS AND CONTINGENCIES](index=21&type=section&id=NOTE%207%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) - Management is **evaluating the potential negative impact of geopolitical conflicts** (Russia-Ukraine war, Israel-Palestine conflict) on the Company's financial position and search for a target company, though the specific impact is not yet determinable[86](index=86&type=chunk) - Holders of Founder Shares, Private Placement Units, and certain other units are **entitled to registration rights**, allowing them to demand the Company register their securities for resale[87](index=87&type=chunk)[119](index=119&type=chunk) - Underwriters are entitled to a **deferred underwriting commission of $2,990,000**, payable upon the closing of a Business Combination[88](index=88&type=chunk)[120](index=120&type=chunk) [NOTE 8 – SEGMENT INFORMATION](index=22&type=section&id=NOTE%208%20%E2%80%93%20SEGMENT%20INFORMATION) - The Company operates as a **single operating segment**, with the **Chief Financial Officer identified as the chief operating decision maker (CODM)**[90](index=90&type=chunk) - The **CODM reviews earned income on Trust Account investments and formation/operating costs** to manage resources and assess financial performance[92](index=92&type=chunk) [NOTE 9 – SUBSEQUENT EVENTS](index=22&type=section&id=NOTE%209%20%E2%80%93%20SUBSEQUENT%20EVENTS) - On **July 22, 2025**, the Trust Agreement was amended to **extend the business combination period from July 27, 2025, to January 27, 2026**, requiring an **extension payment of $0.03 for each remaining public share**[94](index=94&type=chunk) - On **July 23, 2025**, the Company **deposited an additional $144,670 into the Trust Account** to extend the business combination deadline until **August 27, 2025**[95](index=95&type=chunk) - On **July 22, 2025**, **1,582,306 shares were redeemed by shareholders at approximately $11.41 per share**, totaling **$18,052,529**[96](index=96&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations, reiterating its status as a blank check company, detailing the IPO and private placement, discussing the ongoing efforts to complete a business combination with Medera Inc., highlighting net income, and addressing liquidity concerns related to the business combination deadline - The Company is a **blank check company** formed to effect a business combination, which consummated its **IPO on July 27, 2023**, selling **14,950,000 units for $149,500,000**, and a **private placement of 678,575 units for $6,785,750**[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - On **September 3, 2024**, the Company entered into a **merger agreement with Medera Inc.**, a clinical-stage biopharmaceutical company, for a proposed business combination[105](index=105&type=chunk) | Period | Net Income | | :----------------------------- | :----------- | | Six months ended June 30, 2025 | $1,126,226 | | Six months ended June 30, 2024 | $5,040,728 | | Three months ended June 30, 2025 | $558,055 | | Three months ended June 30, 2024 | $1,774,535 | - The Company faces **substantial doubt about its ability to continue as a going concern** if a Business Combination is not consummated by **August 27, 2025** (unless further extended), due to a working capital deficit and reliance on additional financing[116](index=116&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Keen Vision Acquisition Corporation is not required to provide specific disclosures regarding quantitative and qualitative market risk - The Company is a **smaller reporting company** and is **not required to provide quantitative and qualitative disclosures about market risk**[127](index=127&type=chunk)[133](index=133&type=chunk) [Item 4. Control and Procedures](index=27&type=section&id=Item%204.%20Control%20and%20Procedures) Management, including the CEO and CFO, evaluated the effectiveness of the Company's disclosure controls and procedures as of June 30, 2025, concluding they were effective, with no material changes in internal control over financial reporting during the quarter - Management concluded that the Company's **disclosure controls and procedures were effective as of June 30, 2025**[129](index=129&type=chunk) - There were **no material changes in the Company's internal control over financial reporting** during the quarter ended June 30, 2025[130](index=130&type=chunk) [PART II – OTHER INFORMATION](index=28&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings during the period - The Company has **no legal proceedings to report**[132](index=132&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the Company is not required to make disclosures under this item - As a **smaller reporting company**, the Company is **not required to make disclosures under the Risk Factors item**[133](index=133&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the Initial Public Offering and private placement of units, including the gross proceeds generated and the deposit of net proceeds into the Trust Account, clarifying that the private units are identical to public units except for certain restrictions - The **IPO on July 27, 2023**, involved the sale of **14,950,000 units at $10.00 per unit**, generating **gross proceeds of $149,500,000**[134](index=134&type=chunk) - A **private placement of 678,575 Private Units to the Sponsor** generated **gross proceeds of $6,785,750**[136](index=136&type=chunk) - A total of **$151,368,750 from the IPO and private placement was deposited into a trust account** for the benefit of public stockholders[137](index=137&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - The Company has **no defaults upon senior securities**[139](index=139&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are **not applicable to the Company**[140](index=140&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The Company reported no other information under this item - The Company has **no other information to report** under this item[141](index=141&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report, including the Merger Agreement, various certifications, and XBRL documents - Key exhibits include the **Merger Agreement dated September 3, 2024**, a joinder agreement, and **certifications from the Principal Executive Officer and Principal Financial Officer** (Sections 302 and 906 of Sarbanes-Oxley Act)[143](index=143&type=chunk) [SIGNATURES](index=30&type=section&id=SIGNATURES) [Signatures](index=30&type=section&id=SIGNATURES_DETAILS) The report was duly signed on behalf of Keen Vision Acquisition Corporation by its Chief Executive Officer, Kenneth K.C. Wong, and Chief Financial Officer, Alex Davidkhanian, on August 11, 2025 - The report was **signed by Kenneth K.C. Wong, Chief Executive Officer, and Alex Davidkhanian, Chief Financial Officer, on August 11, 2025**[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk)

Core Insights - Medera Inc. and its subsidiary Novoheart presented seven scientific abstracts at the 2025 ISSCR Annual Meeting, highlighting advancements in human-based cardiac tissue engineering and gene therapies for cardiovascular diseases [1][2][3] Company Overview - Medera is a clinical-stage biopharmaceutical company focused on developing next-generation therapeutics for difficult-to-treat cardiovascular diseases [10] - Novoheart, a wholly owned subsidiary of Medera, specializes in human-based cardiac tissue engineering, which aids in disease modeling and drug screening [1][10] Scientific Advancements - The presentations at ISSCR showcased how Medera's human mini-Heart technology has accelerated the clinical translation of novel gene therapies, including two ongoing first-in-human clinical trials for heart failure [2][3] - The FDA has recognized the human-based screening platform as an animal-free alternative in drug development, supporting Investigational New Drug (IND) approvals and Fast Track Designation under the FDA Modernization Act 2.0 [6][4] Clinical Trials and Research - The MUSIC-HFpEF trial, investigating a one-time gene therapy treatment (SRD-002), received FDA IND approval and Fast Track Designation, demonstrating the efficacy of Novoheart's mini-Heart platform in informing clinical trial design [4][6] - The ongoing MUSIC-HFrEF trial is evaluating SRD-001 gene therapy for patients with heart failure with reduced ejection fraction (HFrEF), supported by data from mini-Heart models [5][6] Industry Trends - There is a growing regulatory momentum towards human-specific models in place of traditional animal testing, as evidenced by the presentations at ISSCR [3][6] - The advancements in high-throughput screening and AI-driven drug classification underscore the potential of human organoid technologies in bridging the gap between laboratory research and clinical application [6][8] Market Context - Heart failure, particularly Heart Failure with Preserved Ejection Fraction (HFpEF), is a global health issue with an estimated 64.3 million cases worldwide, highlighting the urgent need for effective therapeutic interventions [9] - Despite the prevalence of HFpEF, successful interventional trials have been limited, emphasizing the importance of innovative approaches like those developed by Medera and Novoheart [9]

IPO and Fundraising - The company completed its Initial Public Offering on July 27, 2023, selling 14,950,000 units at $10.00 per unit, generating gross proceeds of $149,500,000[98]. - The company also sold 678,575 Private Placement Units at $10.00 per unit, generating gross proceeds of $6,785,750[99]. - Transaction costs for the IPO amounted to $6,597,980, which included $2,990,000 in underwriting commissions[100]. - A total of $151,368,750 from the IPO and private placement was deposited in the Trust Account for public shareholders[111]. - The company intends to use net proceeds from the IPO primarily for acquiring target businesses and related expenses[112]. Financial Performance - As of March 31, 2025, the company reported a net income of $568,171, a decrease from $3,266,193 for the same period in 2024[108]. - The company had cash of $15,964 as of March 31, 2025, indicating limited liquidity[109]. Business Combinations - The company entered into a non-binding letter of intent with a clinical stage biopharmaceutical company for a potential business combination[101]. - The merger agreement with Medera Inc. values 100% of Medera's shares at $622,560,000, with each Acquirer Ordinary Share valued at $10.00[104]. Debt and Securities - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025[116][117]. - The Company did not have any other dilutive securities or contracts that could potentially be exercised or converted into ordinary shares[125]. Earnings Per Share - The Company calculates net income (loss) per share in accordance with ASC Topic 260, considering undistributed income (loss) allocable to redeemable and non-redeemable shares[125]. - As of March 31, 2025, the Company has not included the effect of warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, totaling 15,628,575 shares[125]. Reporting Classification - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[126].

Company Overview - Medera Inc. is a clinical-stage biopharmaceutical company focused on developing next-generation therapeutics targeting cardiovascular diseases [7] - The company operates through two business units: Novoheart and Sardocor, which are involved in preclinical and clinical development respectively [7][10] Clinical Trial Information - Medera's MUSIC-HFpEF clinical trial is investigating the gene therapy candidate SRD-002 for heart failure with preserved ejection fraction (HFpEF) [1][2] - The trial utilizes a proprietary minimally invasive intracoronary infusion methodology for the one-time gene therapy treatment [2] - The trial data will be presented at the Heart Failure 2025 Congress in Belgrade, Serbia, on May 18, 2025 [1][3] Heart Failure Context - Heart failure is a global pandemic with approximately 64.3 million cases worldwide, with HFpEF accounting for nearly half of these cases [2][6] - There is a significant unmet medical need for disease-modifying therapeutics for HFpEF, as current treatments have limited success [6] Industry Significance - The Heart Failure Congress is a leading event that covers the entire spectrum of heart failure, providing a platform for advancements in treatment and research [4] - The presentation of the MUSIC-HFpEF trial at this congress highlights the importance of addressing the critical needs in heart failure treatment [4] Future Developments - Medera has entered into a definitive merger agreement with Keen Vision Acquisition Corporation (KVAC), which is focused on biotechnology opportunities [5][12] - The merger aims to enhance Medera's capabilities in developing therapeutics for difficult-to-treat diseases [5][12]

Company Overview - Medera Inc. is a clinical-stage biopharmaceutical company focused on developing next-generation therapeutics targeting cardiovascular diseases [8] - The company operates through two business units: Novoheart and Sardocor, with a focus on difficult-to-treat and currently incurable diseases [8][10] Clinical Trial Results - Medera presented updated results from its MUSIC-HFpEF Phase 1/2a clinical trial for SRD-002, a gene therapy for heart failure with preserved ejection fraction (HFpEF) [1][3] - As of February 25, 2025, five patients in Cohort A received a low dose of 3×10¹³ viral genomes (vg) per patient, and one patient in Cohort B received a higher dose of 4.5×10¹³ vg [3] - No serious adverse events related to the gene therapy were reported, and four out of five patients in the low-dose group showed improvements in heart failure classification and other clinical measures [3] Market Context - Heart failure is a global pandemic with approximately 64.3 million cases, costing over US$100 billion annually, with HFpEF accounting for nearly half of these cases [2][6] - Current treatment options for HFpEF are limited, with existing therapies not being disease-modifying, highlighting the need for innovative therapeutic interventions [6][7] Innovation and Future Directions - The gene therapy SRD-002 targets the molecular pathways of HFpEF by enhancing myocardial relaxation and reducing stiffness, representing a potential new treatment strategy [2][4] - The ongoing enrollment of patients for the higher dose in the trial indicates continued progress in the development of this novel therapy [3] Strategic Partnerships - Medera has entered into a definitive merger agreement with Keen Vision Acquisition Corporation (KVAC), which is focused on biotechnology opportunities [5][12]

Company Overview - Medera Inc. is a clinical-stage biopharmaceutical company focused on developing next-generation therapeutics for cardiovascular diseases with high unmet needs [10] - The company operates through two business units: Novoheart and Sardocor, targeting difficult-to-treat and currently incurable diseases [10][12] Clinical Trial Update - The independent Data and Safety Monitoring Board (DSMB) has completed its review of the MUSIC-HFrEF Phase 1b/2 clinical trial data, recommending the completion of the Phase 1b portion and clearance to initiate the Phase 2 portion for the gene therapy candidate SRD-001 [1][3] - The Phase 1 portion involved nine patients, with six in a low-dose cohort and three in a high-dose cohort, and topline data will be reported after a 12-month follow-up [3][4] - The Phase 2 trial will be placebo-controlled with a 1:1 randomization and is expected to commence patient enrollment in the second quarter of 2025 [4] Significance of the Trial - The DSMB's recommendation is seen as a significant milestone for patients with advanced heart failure who have limited treatment options [5] - The gene therapy candidate SRD-001 aims to address heart failure with reduced ejection fraction (HFrEF), a prevalent and currently incurable form of heart disease affecting approximately 64.3 million cases worldwide [2][9] Product Information - SRD-001 is an investigational gene therapy using an adeno-associated virus serotype 1 (AAV1) vector to express the SERCA2a transgene in patients with HFrEF [8] - HFrEF is characterized by the heart's inability to pump sufficient blood, leading to debilitating symptoms and high mortality rates, highlighting the urgent need for disease-modifying therapies [9] Future Prospects - The clearance to advance to Phase 2 is expected to facilitate the expansion of Medera's clinical program and bring the company closer to developing transformative therapies for HFrEF patients [6]

Company Overview - Medera Inc. is a clinical-stage biopharmaceutical company focused on developing next-generation therapeutics for difficult-to-treat and currently incurable diseases [8] - The company operates through two business units: Novoheart and Sardocor, which are involved in preclinical and clinical development respectively [8][10] Clinical Trial Update - Medera has completed patient dosing in its MUSIC-HFrEF Phase 1/2a clinical trial for the gene therapy candidate SRD-001, targeting heart failure with reduced ejection fraction (HFrEF) [1][4] - The trial is an open-label, uncontrolled study with two cohorts: Cohort A (low-dose, 6 patients) and Cohort B (high-dose, 3 patients) [3] - Preliminary data presented at the 7th Annual Meeting of the American Society of Gene and Cell Therapy indicated an acceptable safety profile and clinically meaningful improvements in heart function metrics at six and twelve months post-infusion [3][4] Disease Context - HFrEF is a prevalent form of heart disease, accounting for half of the estimated 64.3 million heart failure cases globally, and is currently considered an incurable disease [2][7] - The condition is characterized by progressive and irreversible impairment of cardiac function, leading to debilitating symptoms and high mortality rates, highlighting the urgent need for disease-modifying therapies like SRD-001 [7] Future Prospects - The completion of enrollment in the Phase 1/2a trial is seen as a crucial milestone for the development of cardiac gene therapy for patients with advanced heart failure [4] - Medera's CEO expressed optimism regarding the results, indicating that optimized dosages are making a difference in patient outcomes [5] Additional Information - SRD-001 is an investigational gene therapy using an adeno-associated virus vector to express the SERCA2a transgene in patients with HFrEF [6] - Sardocor, a unit of Medera, is focused on the clinical development of novel therapies and has received FDA IND clearances for multiple ongoing clinical trials targeting various forms of heart failure and related conditions [11]

IPO and Financial Proceeds - The company completed its IPO on July 27, 2023, raising gross proceeds of $149.5 million by selling 14,950,000 units at $10.00 per unit[28]. - A private placement with KVC Sponsor LLC generated an additional $6.79 million from the sale of 678,575 private units at $1.00 per unit[29]. - The total net proceeds of $151.37 million from the IPO and private placement were deposited into a trust account for public shareholders[30]. - A total of $151,368,750 from the IPO and private placement was deposited in a Trust Account for the benefit of public shareholders[127]. - The company incurred $6,597,980 in IPO-related costs, including $2,990,000 in underwriting fees[136]. - The company has no off-balance sheet financing arrangements as of December 31, 2024[145]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 to its Sponsor for administrative services starting from August 1, 2023[146]. - The company is committed to paying a Deferred Discount of 2% of the gross offering proceeds from the Initial Public Offering, amounting to $2,990,000, to the underwriter upon consummation of the Business Combination[148]. - As of December 31, 2024, the company was not subject to any market or interest rate risk, with net proceeds from the initial public offering invested in U.S. government treasury obligations with a maturity of 180 days or less[155]. Merger and Acquisition Strategy - The company has entered into a merger agreement with Medera Inc., with an aggregate consideration of $622.56 million, payable in newly issued shares valued at $10.00 each[35]. - The merger will result in the issuance of approximately 62,578,505 ordinary shares to Medera shareholders as part of the transaction[35]. - The company aims to focus on sectors such as biotechnology, consumer goods, and agriculture, emphasizing sustainability and ESG imperatives in its acquisition strategy[26][31]. - The company intends to target businesses with a total enterprise value not exceeding $1 billion, focusing on those with strong growth potential and industry leadership[38]. - The selection process for target companies will leverage a broad network of contacts, including investment bankers and private business owners, to ensure a strong pipeline of acquisition leads[36]. - The company seeks to acquire targets with resilient business models and experienced management teams aligned with investor interests, aiming to create shareholder value through operational improvements[40]. - The company intends to utilize cash from the IPO and private placement for business combinations, with no specific allocation for other purposes[41]. - Target businesses must have a fair market value of at least 80% of the trust account balance at the time of the business combination agreement[49]. - The company anticipates acquiring 100% of the equity interests or assets of the target business, but may also consider less than 100% acquisitions[49]. - The net tangible asset threshold for consummating a business combination is set at $5,000,001 to avoid being subject to Rule 419[57]. - The company may need to seek third-party financing if the target business imposes working capital conditions, which could limit acquisition opportunities[57]. - The company has not selected any specific business combination target and has not initiated substantive discussions with any potential targets[133]. - The company intends to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses[137]. - If the company cannot complete its Initial Business Combination by March 27, 2025, it will redeem 100% of outstanding public shares[139]. Shareholder Rights and Redemption - Shareholders may convert their public shares into their pro rata share of the trust account amount, regardless of their vote on the business combination[56]. - Public shareholders may have to wait up to 21 months after signing a letter of intent to receive a pro rata share of the trust account[57]. - If the business combination is not completed, the company will redeem 100% of outstanding public shares for a pro rata portion of the funds in the trust account, with a potential redemption price of $10.125 per share[76]. - The trust account funds may be subject to claims from creditors, which could reduce the amounts available for public shareholders[77]. Regulatory and Compliance Risks - The company is considering acquiring a China-based company, which may involve risks related to PRC laws and regulations[80]. - Approval from Chinese authorities may be required for the company to continue listing on U.S. exchanges post-business combination[81]. - The company has not received any denial to list on a U.S. exchange but may face future regulatory challenges[83]. - If permission for continued listing is denied or rescinded post-business combination, the company may incur increased compliance costs[85]. - The company faces uncertainties regarding future actions by the PRC government that could adversely affect its ability to offer securities and potentially decrease their value significantly[86]. - The company is subject to various risks related to business combinations with China-based companies, including potential delays, increased operating costs, and negative publicity[87]. - The company is incorporated under BVI law, which may limit shareholders' rights compared to U.S. companies, particularly regarding derivative actions and fiduciary responsibilities[89]. Management and Governance - The management team has over 55 years of combined experience in private equity investments, corporate operations, and mergers and acquisitions, enhancing the likelihood of successful business combinations[19]. - The company has a management team with extensive experience in finance, operations, and M&A, including the CEO Kenneth Wong and CFO Alex Davidkhanian[167][170]. - The audit committee consists of independent directors and is chaired by Mr. Peter Ding, focusing on financial statement reviews and risk management policies[191]. - The compensation committee, chaired by Prof. Albert Yu, is responsible for reviewing executive compensation plans and recommending amendments[196]. - The company will only enter into business combinations approved by a majority of Independent Directors[188]. - Mr. Peter Ding is qualified as an "audit committee financial expert" under SEC rules[192]. - The nominating committee, chaired by Mr. William Chu, oversees the selection of board nominees based on various qualifications[194]. - The company has established procedures for handling complaints regarding accounting and internal controls[193]. - Directors are not required to commit full time to the company's affairs, which may lead to potential conflicts of interest[198]. - The company has not entered into any employment agreements with its executive officers and has not made any agreements to provide benefits upon termination of employment[212]. - The company will pay an administrative fee of $10,000 per month to the sponsor for up to 9 months, extendable to 21 months if the Combination Period is extended[214]. - No compensation, including finders or consulting fees, has been paid or will be paid to existing shareholders or directors prior to the consummation of a business combination[214]. - Directors or management team members who remain post-combination may receive consulting or management fees, which will be disclosed to shareholders[215]. - The company does not intend to take action to ensure management team members maintain their positions after the initial business combination[216]. - All ongoing and future transactions with officers and directors will require prior approval by the audit committee and a majority of uninterested independent directors[207]. - The company has agreed not to consummate an initial business combination with an entity affiliated with any officers or directors unless certain conditions are met[208]. - All existing shareholders, including officers and directors, have agreed to vote their shares in favor of any proposed initial business combination[206]. - The company believes all filing requirements applicable to executive officers and directors were filed in a timely manner[211]. - A code of conduct and ethics has been adopted for directors, officers, and employees in accordance with federal securities laws[209]. Financial Performance - For the year ended December 31, 2024, the company reported a net income of $7,409,180, primarily from dividend and interest earned on marketable securities held in the Trust Account[143]. - The company had a net income of $1,454,758 for the year ended December 31, 2023, with dividend income of $1,933,397 and operating costs of $478,676[144]. - As of December 31, 2024, the company had cash of $54,548 and investments held in the Trust Account of $70,373,065[134]. - The company has not considered the effect of warrants sold in the Initial Public Offering and private placements in the calculation of diluted net income (loss) per share, as their exercise is contingent upon future events[154]. - The company’s ordinary shares feature certain redemption rights that are considered to be outside of its control, classified as temporary equity[153]. - The company’s disclosure controls and procedures were evaluated as effective as of December 31, 2024, by its Certifying Officers[158]. - There were no changes in the internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal control[161]. - The company has identified critical accounting policies that require management to make estimates and assumptions affecting reported amounts of assets and liabilities[149]. - The company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms and applicable guidance[150].

Core Insights - Medera Inc. and its subsidiary Novoheart have installed the CTScreen™ platform at the University Medical Center Utrecht, enhancing capabilities in cardiac disease modeling and therapeutic development [1][2][3] Company Overview - Medera is a clinical-stage biopharmaceutical company focused on addressing difficult-to-treat diseases with significant unmet needs, utilizing next-generation gene and cell-based approaches [5] - Novoheart specializes in human-based cardiac tissue engineering, particularly through its "mini-Heart™" platform, which allows for accurate modeling of human-specific diseases [6] Technological Advancements - The CTScreen™ system supports high-throughput screening of bioengineered human cardiac tissues, enabling the evaluation of up to 96 samples simultaneously, which accelerates the drug development process [3][7] - This technology aims to improve the understanding of cardiac conditions and enhance the safety and efficacy of drug candidates [4][7] Research and Development Collaboration - The installation at UMC Utrecht signifies a strengthened partnership between Novoheart and the institution, with expectations for breakthroughs in cardiovascular research [4][7] - UMC Utrecht researchers will utilize the CTScreen™ platform to study disease mechanisms and optimize therapeutic candidates, particularly for conditions like familial cardiomyopathies [4][2] Clinical Development Pipeline - Medera's subsidiary Sardocor is advancing a pipeline of gene and cell therapies, with three ongoing clinical trials targeting heart failure and Duchenne Muscular Dystrophy-induced cardiomyopathy [9] - Sardocor has received FDA Investigational New Drug clearances for its therapies, indicating progress in clinical development [9]