Mga Batayang Estadistika
| CIK | 1865468 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Kairous Acquisition Corp. Limited - Equity Right
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 21, 2025 |
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 Date of Report (Date of earliest event reported): August 18, 2025 Kairous Acquisition Corp. Limited (Exact name of Registrant as specified in its Charter) Cayman Islands 001-41155 n/a 00-0000000 (State or Other Jurisdiction of Incorp |
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| July 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisition C |
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| July 1, 2025 |
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 Date of Report (Date of earliest event reported): June 30, 2025 Kairous Acquisition Corp. Limited (Exact name of Registrant as specified in its Charter) Cayman Islands 001-41155 n/a 00-0000000 (State or Other Jurisdiction of Incorpor |
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| June 12, 2025 |
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 Date of Report (Date of earliest event reported): June 6, 2025 Kairous Acquisition Corp. Limited (Exact name of Registrant as specified in its Charter) Cayman Islands 001-41155 n/a 00-0000000 (State or Other Jurisdiction of Incorpora |
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| May 14, 2025 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING 001 41155 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D CUSIP NUMBER ☐ Form N-CEN ☐ Form N-CSR G52131110 For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 17, 2025 |
Promissory Note dated April 16, 2025 Exhibit 10.1 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 REGISTRATI |
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| April 17, 2025 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, April 17, 2025 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (OTCPINK: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor”) |
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| April 17, 2025 |
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 April 16, 2025 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a 00-0000000 (State or other jurisdiction of incorpor |
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| March 18, 2025 |
Promissory Note dated March 14, 2025 Exhibit 10.1 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 REGISTRATI |
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| March 18, 2025 |
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 March 14, 2025 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Com |
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| March 18, 2025 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, March 18, 2025 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (OTCPINK: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor”) |
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| February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisitio |
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| February 18, 2025 |
Promissory Note dated February 14, 2025 Exhibit 10.1 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 REGISTRATI |
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| February 18, 2025 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, February 18, 2025 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (OTCPINK: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponso |
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| February 18, 2025 |
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 February 14, 2025 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) ( |
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| February 14, 2025 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 001 41155 CUSIP NUMBER NOTIFICATION OF LATE FILING G52131110 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Fo |
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| January 21, 2025 |
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 January 16, 2025 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (C |
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| January 21, 2025 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, January 21, 2025 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor” |
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| January 21, 2025 |
Promissory Note dated January 16, 2025 Exhibit 10.1 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 REGISTRATI |
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| December 18, 2024 |
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 December 16, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) ( |
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| December 18, 2024 |
Exhibit 3.1 Companies Act (revised) Company Limited by Shares FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KAIROUS ACQUISITION CORP. LIMITED Adopted by special resolution PASSED ON DECEMBER 6, 2024 [182233.00001] Companies Act (Revised) Company Limited by Shares Fourth Amended and Restated Memorandum of Association of Kairous Acquisition Corp. Limited Adopted by special re |
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| December 18, 2024 |
Exhibit 10.1 AMENDMENT NO.3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 3 (this “Amendment”), dated as of December 16, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Kairous Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall ha |
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| December 18, 2024 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, December 18, 2024 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor |
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| December 18, 2024 |
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 December 16, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) ( |
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| December 18, 2024 |
Promissory Note dated December 16, 2024 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 REGISTRATI |
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| November 21, 2024 |
DEFR14A 1 formdefr14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisiti |
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| November 15, 2024 |
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 November 15, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) ( |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41155 CUSIP NUMBER NOTIFICATION OF LATE FILING G52131110 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report |
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| November 15, 2024 |
Promissory Note dated November 15, 2024 Exhibit 10.1 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 REGISTRATI |
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| November 15, 2024 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, November 15, 2024 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 17, 2024 |
Promissory Note dated October 16, 2024 Exhibit 10.1 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 REGISTRATI |
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| October 17, 2024 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, October 17, 2024 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor” |
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| October 17, 2024 |
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 October 16, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (C |
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| October 8, 2024 |
Exhibit 97.1 KAIROUS ACQUISITION CORP. LIMITED (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefo |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 KAIROUS ACQUISITION CORP. LIMITED ( |
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| October 1, 2024 |
Exhibit 10.3 EXHIBIT C FINAL LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2024, by and between NRF Consumer Limited (“NRF”), a company formed under the laws of Thailand, Nove Foods Limited (“NF”, together with NRF, the “Holders”, and each a “Holder”), a company formed under the laws of Thailand, and Bamboo Mart Inc., a Cayman Islands exempted company (the “Purcha |
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| October 1, 2024 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated September 25, 2024 by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company, as Parent, KAC Merger Sub 1, a Cayman Islands exempted company, as Purchaser, KAC Merger Sub 2, a Cayman Islands exempted company, as Merger Sub, NRF Consumer Limited and Nove Foods Limited, each formed under the |
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| October 1, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): September 25, 2024 Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 N/A (State or other jurisdiction of incorporation) |
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| October 1, 2024 |
G52131102 (Units) G52131110(Ordinary Shares) G52131128 (Warrants) G52131136 (Rights) SEC FILE NUMBER 001-41155 CUSIP NUMBER G52131102 (Units) G52131110(Ordinary Shares) G52131128 (Warrants) G52131136 (Rights) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 1, 2024 |
Form of Amended and Restated Registration Rights Agreement Exhibit 10.2 EXHIBIT A AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2024, by and among Bamboo Mart Inc., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). |
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| October 1, 2024 |
Sponsor Support Agreement dated as of September 25, 2024 Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of September 25, 2024 (this “Agreement”), is entered into by and among by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company (“Parent”), Bamboo Mart Limited, a Cayman Islands exempted company (the “Company”), and the shareholder(s) of Parent listed on Exhibit A hereto (the |
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| September 16, 2024 |
Promissory Note dated September 13, 2024 Exhibit 10.1 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 REGISTRATI |
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| September 16, 2024 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, September 16, 2024 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponso |
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| September 16, 2024 |
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 September 13, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) |
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| August 16, 2024 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, August 16, 2024 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor”) |
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| August 16, 2024 |
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 August 16, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Co |
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| August 16, 2024 |
Promissory Note dated August 16, 2024 Exhibit 10.1 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 REGISTRATI |
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| July 17, 2024 |
Promissory Note dated July 15, 2024 Exhibit 10.1 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 REGISTRATI |
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| July 17, 2024 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, July 17, 2024 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor”), |
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| July 17, 2024 |
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 15, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Comm |
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| June 17, 2024 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, June 17, 2024 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor”), |
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| June 17, 2024 |
Promissory Note dated June 13, 2024 Exhibit 10.1 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 REGISTRATI |
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| June 17, 2024 |
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 June 13, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Comm |
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| May 20, 2024 |
Promissory Note dated May 15, 2024 Exhibit 10.1 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 REGISTRATI |
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| May 20, 2024 |
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 May 15, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Commi |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisition C |
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| May 20, 2024 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, May 20, 2024 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor”), h |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41155 CUSIP NUMBER NOTIFICATION OF LATE FILING G52131110 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on F |
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| April 16, 2024 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, April 16, 2024 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor”), |
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| April 16, 2024 |
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 April 12, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Com |
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| April 16, 2024 |
Promissory Note dated April 12, 2024 Exhibit 10.1 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 REGISTRATI |
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| April 2, 2024 |
Amendment No. 1 to Agreement and Plan of Merger, dated March 29, 2024 Exhibit 10.1 |
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| April 2, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): March 29, 2024 Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 N/A (State or other jurisdiction of incorporation) (Co |
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| March 20, 2024 |
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 March 15, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Com |
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| March 20, 2024 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, March 20, 2024 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor”), |
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| March 20, 2024 |
Promissory Note dated March 15, 2024 Exhibit 10.1 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 REGISTRATI |
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| February 29, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 February 23, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) ( |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisitio |
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| February 16, 2024 |
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 February 12, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) ( |
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| February 16, 2024 |
Exhibit 2.1 AMENDMENT TO PROMISSORY NOTE This Amendment (the “Amendment”) to that certain Promissory Note, dated as of April 23, 2021 (the “Note”) by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Kairous Asia Limited, the Company’s sponsor the “Sponsor”), is made and entered into effective as of February 13, 2024 by the Company and the Sponsor. RECITALS |
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| February 16, 2024 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, February 16, 2024 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor |
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| February 16, 2024 |
Promissory Note dated February 12, 2024 Exhibit 10.1 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 REGISTRATI |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 001-41155 CUSIP NUMBER NOTIFICATION OF LATE FILING G52131102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, |
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| February 14, 2024 |
KYG521311103 / Kairous Acquisition Corp. ltd / Shaolin Capital Management LLC Passive Investment SC 13G/A 1 shaolinkacl123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kairous Acquisition Corp. Limited (Name of Issuer) Ordinary shares, par value $0.0001 per share (Title of Class of Securities) G52131110 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stat |
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| February 13, 2024 |
EX-99.A 2 d742991dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 13, 2024 |
EX-99.B 3 d742991dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 13, 2024 |
SC 13G 1 d742991dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kairous Acquisition Corp. Limited (Name of Issuer) Common Shares (Title of Class of Securities) G52131102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 5, 2024 |
SC 13G/A 1 p24-0524sc13ga.htm KAIROUS ACQUISITION CORP. LIMITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kairous Acquisition Corp. Limited (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G52131110 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Fi |
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| January 16, 2024 |
Promissory Note dated January 10, 2024 Exhibit 10.1 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 REGISTRATI |
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| January 16, 2024 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, January 16, 2024 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor” |
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| January 16, 2024 |
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 January 10, 2024 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (C |
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| December 20, 2023 |
Promissory Note dated December 15, 2023 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 REGISTRATI |
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| December 20, 2023 |
Exhibit 3.1 Companies Act (revised) Company Limited by Shares THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KAIROUS ACQUISITION CORP. LIMITED Adopted by special resolution passed on 14 DECEMBER 2023 [182233.00001] Companies Act (Revised) Company Limited by Shares Third Amended and Restated Memorandum of Association of Kairous Acquisition Corp. Limited Adopted by special reso |
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| December 20, 2023 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Singapore, December 20, 2023 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor |
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| December 20, 2023 |
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 December 14, 2023 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) ( |
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| December 20, 2023 |
Exhibit 10.1 AMENDMENT NO.2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of December 15, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Kairous Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall ha |
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| November 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisiti |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Thereunder Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Em |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 001-41155 CUSIP NUMBER NOTIFICATION OF LATE FILING G52131102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 13, 2023 |
Exhibit 10.1 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 REGISTRATI |
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| November 13, 2023 |
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 November 10, 2023 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) ( |
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| November 13, 2023 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Malaysia, November 13, 2023 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor” |
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| October 25, 2023 |
Exhibit 2.1 AMENDMENT TO PROMISSORY NOTE This Amendment (the “Amendment”) to that certain Promissory Note, dated as of October 25, 2023 (the “Note”) by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Kairous Asia Limited, the Company’s sponsor the “Sponsor”), is made and entered into effective as of October 25, 2023 by the Company and the Sponsor. RECITAL |
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| October 25, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): October 25, 2023 KAIROUS ACQUISITION CORP. LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-41155 n/a (State or other Jurisdiction of Incorporation) ( |
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| October 12, 2023 |
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 October 10, 2023 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (C |
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| October 12, 2023 |
Exhibit 10.1 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 REGISTRATI |
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| October 12, 2023 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Kuala Lumpur, Malaysia, October 12, 2023 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering spons |
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| October 5, 2023 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated September 30, 2023 by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company, as Parent, KAC Merger Sub 1, a Cayman Islands exempted company, as Purchaser, KAC Merger Sub 2, a Cayman Islands exempted company, as Merger Sub, NR Instant Produce Public Company Limited, formed under the laws of Thailand, as the Sh |
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| October 5, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): September 30, 2023 Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 N/A (State or other jurisdiction of incorporation) |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 KAIROUS ACQUISITION CORP. LIMITED ( |
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| September 21, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): September 18, 2023 KAIROUS ACQUISITION CORP. LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-41155 n/a (State or other Jurisdiction of Incorporation) |
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| September 21, 2023 |
Exhibit 2.1 AMENDMENT TO PROMISSORY NOTE This Amendment (the “Amendment”) to that certain Promissory Note, dated as of April 23, 2021 (the “Note”) by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Kairous Asia Limited, the Company’s sponsor the “Sponsor”), is made and entered into effective as of September 18, 2023 by the Company and the Sponsor. RECITAL |
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| September 14, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 Date of Report (Date of earliest event reported): September 12, 2023 KAIROUS ACQUISITION CORP. LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-41155 n/a (State or other Jurisdiction of Incorporation) |
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| September 14, 2023 |
Exhibit 10.1 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 REGISTRATI |
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| September 14, 2023 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Malaysia, September 14, 2023 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor |
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| September 14, 2023 |
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 September 11, 2023 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) |
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| August 14, 2023 |
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 August 10, 2023 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Co |
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| August 14, 2023 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Malaysia, August 14, 2023 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor”), |
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| August 14, 2023 |
Exhibit 10.1 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 REGISTRATI |
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| July 7, 2023 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Malaysia, July 7, 2023 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor”), ha |
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| July 7, 2023 |
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 June 30, 2023 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Comm |
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| July 7, 2023 |
Exhibit 10.1 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 REGISTRATI |
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| June 26, 2023 |
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 June 22, 2023 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Comm |
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| June 26, 2023 |
Exhibit 2.1 Termination Notice Date: June 22, 2023 Pursuant to Section 12.1(a) of the Agreement and Plan of Merger dated December 9, 2022, by and among Kairous Acquisition Corp. Limited, KAC Merger Sub 1, KAC Merger Sub 2, Wellous Group Limited, and certain shareholders and principal owners of Wellous Group Limited (the “Merger Agreement” ), Kairous Acquisition Corp. Limited and Wellous Group Limi |
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| June 15, 2023 |
Exhibit 10.1 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 REGISTRATI |
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| June 15, 2023 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Malaysia, June 15, 2023 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor”), h |
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| June 15, 2023 |
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 June 9, 2023 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Commi |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisition C |
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| May 12, 2023 |
Exhibit 2.2 AMENDMENT TO PROMISSORY NOTE This Amendment (the “Amendment”) to that certain Promissory Note, dated as of December 14, 2022 (the “Note”) by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Kairous Asia Limited, the Company’s sponsor the “Sponsor”), is made and entered into effective as of May 10, 2023 by the Company and the Sponsor. RECITALS W |
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| May 12, 2023 |
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 Date of Report (Date of earliest event reported): May 10, 2023 KAIROUS ACQUISITION CORP. LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-41155 n/a (State or other Jurisdiction of Incorporation) (Comm |
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| May 12, 2023 |
Exhibit 2.1 AMENDMENT TO PROMISSORY NOTE This Amendment (the “Amendment”) to that certain Promissory Note, dated as of April 23, 2021 (the “Note”) by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Kairous Asia Limited, the Company’s sponsor the “Sponsor”), is made and entered into effective as of May 10, 2023 by the Company and the Sponsor. RECITALS WHER |
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| May 12, 2023 |
Exhibit 2.3 AMENDMENT TO PROMISSORY NOTE This Amendment (the “Amendment”) to that certain Promissory Note, dated as of March 10, 2023 (the “Note”) by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Kairous Asia Limited, the Company’s sponsor the “Sponsor”), is made and entered into effective as of May 10, 2023 by the Company and the Sponsor. RECITALS WHER |
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| April 5, 2023 |
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 Date of Report (Date of earliest event reported): April 3, 2023 KAIROUS ACQUISITION CORP. LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-41155 n/a (State or other Jurisdiction of Incorporation) (Com |
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| March 31, 2023 |
CEO’s Column (2023 Q1 Newsletter) By Andy Tan, Co-Founder and CEO of Wellous Group Limited Filed by Kairous Acquisition Corp. Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41155 Subject Company: Kairous Acquisition Corp. Limited Press Release CEO’s Column (2023 Q1 Newsletter) By Andy Tan, Co-Founder and CEO of Wellous Group Limited From day one when we started our b |
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| March 22, 2023 |
Filed by Kairous Acquisition Corp. Limited Filed by Kairous Acquisition Corp. Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41155 Subject Company: Kairous Acquisition Corp. Limited Press Release Post-merger goals: Wellous gears up for global market expansion, NPD and MarTech capability boost By Hui Ling Dang March 20, |
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| March 13, 2023 |
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 March 10, 2023 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (Com |
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| March 13, 2023 |
Exhibit 10.1 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 REGISTRATI |
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| March 13, 2023 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Kuala Lumpur, Malaysia, March 13, 2023 (GLOBE NEWSWIRE) — Kairous Acquisition Corp. Limited (NASDAQ: KACL, the “Company”), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company’s initial public offering sponsor |
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| February 21, 2023 |
Wellous, DHL Establish Sustainability Partnership To Combat Climate Change February 17, 2023 Filed by Kairous Acquisition Corp. Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41155 Subject Company: Kairous Acquisition Corp. Limited Press Release Wellous, DHL Establish Sustainability Partnership To Combat Climate Change February 17, 2023 Wellous announced that the Compa |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisitio |
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| February 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 001-41155 CUSIP NUMBER NOTIFICATION OF LATE FILING G52131102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kairous Acquisition Corp. Ltd (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G52131102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2023 |
KYG521311103 / Kairous Acquisition Corp. ltd / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Kairous Acquisition Corp. Ltd (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G52131110 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 9, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kairous Acquisition Corp. Limited (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G52131110 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| January 31, 2023 |
Wellous Announces Key Leadership Appointments 425 1 form425.htm Filed by Kairous Acquisition Corp. Limited Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41155 Subject Company: Kairous Acquisition Corp. Limited Press Release For Immediate Release Wellous Announces Key Leadership Appointments KUALA LUMPUR, Malaysia, January 31, 202 |
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| January 30, 2023 |
KYG521311103 / Kairous Acquisition Corp. ltd / Weiss Asset Management LP Passive Investment 4,435,959 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| December 16, 2022 |
Exhibit 99.1 Kairous Acquisition Corp. Limited Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination Kuala Lumpur, Malaysia, December 16, 2022 (GLOBE NEWSWIRE) ? Kairous Acquisition Corp. Limited (NASDAQ: KACL, the ?Company?), a special purpose acquisition company, announced today that Kairous Asia Limited, the Company?s initial public offering spon |
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| December 16, 2022 |
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 December 14, 2022 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) ( |
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| December 16, 2022 |
Exhibit 10.1 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 REGISTRATI |
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| December 13, 2022 |
Form of Registration Rights Agreement Exhibit 10.5 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [ ], 2023, by and among Wellous Group Holding Limited1, a Cayman Islands company (the ?Company?) and the undersigned parties listed under Investor on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the |
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| December 13, 2022 |
EX-10.4 6 ex10-4.htm Exhibit 10.4 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2023, by and between the undersigned (each, the “Holder”) and Wellous Group Holding Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as |
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| December 13, 2022 |
Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of December 9, 2022 (this ?Agreement?), is entered into by and among by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company (?Parent?), Wellous Group Limited, a Cayman Islands exempted company (the ?Company?), and the shareholder(s) of Parent listed on Exhibit A hereto (the |
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| December 13, 2022 |
EX-2.1 2 ex2-1.htm Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated December 9, 2022 by and among KAIROUS ACQUISITION CORP. LIMITED, a Cayman Islands exempted company, as Parent, KAC Merger Sub 1, a Cayman Islands exempted company, as Purchaser, KAC Merger Sub 2, a Cayman Islands exempted company, as Merger Sub, WELLOUS GROUP LIMITED, a Cayman Islands exempted company, as the Compa |
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| December 13, 2022 |
Exhibit 10.1 Execution Version SHAREHOLDER SUPPORT AGREEMENT This SHAREHOLDER SUPPORT AGREEMENT, dated as of December 9, 2022 (this ?Agreement?), is entered into by and among by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company (?Parent?), Wellous Group Limited, a Cayman Islands exempted company (the ?Company?), and the shareholder(s) of the Company listed on signature |
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| December 13, 2022 |
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 Date of Report (Date of earliest event reported): December 8, 2022 Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 N/A (State or other jurisdiction of incorporation) ( |
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| December 13, 2022 |
Exhibit 10.3 |
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| December 13, 2022 |
Exhibit 99.1 Wellous, a Wellness and Nutrition Company in Southeast Asia, Enters into a Definitive Merger Agreement with Kairous Acquisition Corporation Limited (NASDAQ: KACL) Founded in 2016, Wellous is transforming the nutrition and multifunctional food product sector, offering naturally sourced ingredients in order to extract the most beneficial compounds. Wellous has developed an innovative pl |
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| December 8, 2022 |
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 December 2, 2022 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) (C |
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| December 8, 2022 |
EX-10.1 3 ex10-1.htm Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of December 7, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between Kairous Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined |
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| December 8, 2022 |
EX-3.1 2 ex3-1.htm Exhibit 3.1 Companies Act (revised) Company Limited by Shares second AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KAIROUS ACQUISITION CORP. LIMITED Adopted by special resolution passed on 2 December 2022 [182233.00001] Companies Act (Revised) Company Limited by Shares Second Amended and Restated Memorandum of Association of Kairous Acquisition Corp. Limited Ado |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisiti |
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| November 14, 2022 |
DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NT 10-Q 1 formnt10-q.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 001-41155 CUSIP NUMBER NOTIFICATION OF LATE FILING G52131102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Pe |
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| October 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| October 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 KAIROUS ACQUISITION CORP. LIMITED ( |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 001-41155 CUSIP NUMBER NOTIFICATION OF LATE FILING G52131102 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2 |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisition C |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 001-41155 CUSIP NUMBER NOTIFICATION OF LATE FILING G52131102 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, |
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| March 30, 2022 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Kairous Acquisition Corp. Limited (Name of Issuer) Ordinary shares, par value $ 0.0001 (Title of Class of Securities) G52131110 (CUSIP Nu |
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| March 3, 2022 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Audited Financial Statement of Kairous Acquisition Corp. Limited: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 16, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Kairous Acquisition Corp. Limited Opinion on t |
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| March 3, 2022 |
Financial Statements and Exhibits, Other Events 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 December 16, 2021 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction of incorporation) ( |
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| February 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisitio |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2 Kairous Acquisition Corp. Limited (Name of Issuer) Ordinary Share, $0.0001 par value (Title of Class of Securities) G52131102 (CUSIP Number) December 31, 2021 (D |
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| February 14, 2022 |
NT 10-Q 1 formnt-10q.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 001-41155 CUSIP NUMBER NOTIFICATION OF LATE FILING G52131102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For |
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| February 11, 2022 |
SC 13G 1 kaclu13g31dec2021.htm =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* KAIROUS ACQUISITION CORP. LIMITED - (Name of Issuer) Ordinary shares, par value $0.0001 per share - (Title of Class of Securities) G52131110 - (C |
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| December 23, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kairous Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G52131102 (CUSIP Number) December 14, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| December 22, 2021 |
Feis Lawrence Michael - SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Kairous Acquisition Corp. Limited (Name of Issuer) Ordinary shares, par value $ 0.0001 (Title of Class of Securities) G52131102 (CUSIP Numb |
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| December 21, 2021 |
Space Summit Capital LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kairous Acquisition Corp. Limited (Name of Issuer) Units (Title of Class of Securities) G52131102 (CUSIP Number) December 14, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| December 16, 2021 |
EX-10.6 14 ex10-6.htm Exhibit 10.6 Kairous Acquisition Corp. Limited Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia December 13, 2021 Ladies and Gentlemen: Kairous Acquisition Corp. Limited (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends |
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| December 16, 2021 |
EX-10.3 11 ex10-3.htm Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of December 13, 2021 by and between Kairous Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-259031 (“Registration Statement”) for its initial public offering of securit |
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| December 16, 2021 |
EX-10.2 10 ex10-2.htm Exhibit 10.2 December 13, 2021 Kairous Acquisition Corp. Limited Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia Maxim Group LLC 405 Lexington Ave. New York, NY 10174 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwri |
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| December 16, 2021 |
Kairous Acquisition Corp. Limited Pricing of $75 Million Initial Public Offering EX-99.1 15 ex99-1.htm Exhibit 99.1 Kairous Acquisition Corp. Limited Pricing of $75 Million Initial Public Offering Malaysia – December 13, 2021 – Kairous Acquisition Corp. Limited (the “Company”), a newly organized blank check company incorporated as a Cayman Islands business company and led by Chief Executive Officer, Joseph Lee, today announced the pricing of its initial public offering of 7,50 |
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| December 16, 2021 |
EX-10.5 13 ex10-5.htm Exhibit 10.5 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of December 13, 2021 (“Agreement”), by and among KAIROUS ACQUISITION CORP. LIMITED, a Cayman Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPAN |
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| December 16, 2021 |
Exhibit 3.1 Companies Act (revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KAIROUS ACQUISITION CORP. LIMITED Adopted by special resolution dated 13 December 2021 [182233.00001] Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Kairous Acquisition Corp. Limited Adopted by special resolution on 13 Dec |
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| December 16, 2021 |
EX-1.1 2 ex1-1.htm Exhibit 1.1 7,500,000 UNITS KAIROUS ACQUISITION CORP. LIMITED UNDERWRITING AGREEMENT December 13, 2021 MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, KAIROUS ACQUISITION CORP. LIMITED, a Cayman Islands company (“Company”), hereby confirms its agreement with Max |
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| December 16, 2021 |
EX-4.3 8 ex4-3.htm Exhibit 4.3 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DER |
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| December 16, 2021 |
EX-99.2 16 ex99-2.htm Exhibit 99.2 Kairous Acquisition Corp. Closes $78.0 Million Initial Public Offering, Including Partial Exercise of the Overallotment Option Malaysia – December 16, 2021 – Kairous Acquisition Corp. Limited (the “Company”), a newly organized blank check company incorporated as a Cayman Islands business company and led by Chief Executive Officer, Joseph Lee, today announced the |
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| December 16, 2021 |
EX-4.2 7 ex4-2.htm Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of December 13, 2021 between Kairous Acquisition Corp. Limited, a Cayman Islands company, with its principal executive office at Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia (the “Company”), and Continental Stock Transfer & Trust Comp |
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| December 16, 2021 |
EX-10.4 12 ex10-4.htm Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 13, 2021, by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the In |
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| December 16, 2021 |
EX-4.1 6 ex4-1.htm Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of December 13, 2021 between Kairous Acquisition Corp. Limited, a Cayman Islands exempted company with limited liability, with its principal executive office at Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia (the “Company”), and Conti |
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| December 16, 2021 |
EX-10.1 9 ex10-1.htm Exhibit 10.1 December 13, 2021 Kairous Acquisition Corp. Limited Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia Maxim Group LLC 405 Lexington Ave. New York, NY 10174 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwrit |
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| December 16, 2021 |
8-K 1 form8-k.htm 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 December 13, 2021 Date of Report (Date of earliest event reported) Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 n/a (State or other jurisdiction o |
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| December 14, 2021 |
KAIROUS ACQUISITION CORP. LIMITED 7,500,000 UNITS 424B4 1 form424b4.htm Filed Pursuant to Rule 424(b)(4) Registration No. 333-259031 PROSPECTUS $75,000,000 KAIROUS ACQUISITION CORP. LIMITED 7,500,000 UNITS Kairous Acquisition Corp. Limited is a Cayman Islands company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar busine |
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| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KAIROUS ACQUISITION CORP. |
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| December 9, 2021 |
December 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F. Street, NE Washington, D.C. 20549 Re: Kairous Acquisition Corp. Limited Registration Statement on Form S-1, as amended File No. 333-259031 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 19 |
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| December 9, 2021 |
KAIROUS ACQUISITION CORP. LIMITED Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia December 9, 2021 VIA EDGAR & TELECOPY Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Thomas Jones / Asia Timmons-Pierce RE: KAIROUS ACQUISITION CORP. LIMITED (the ?Company?) Amendme |
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| December 6, 2021 |
KAIROUS ACQUISITION CORP. LIMITED Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia December 6, 2021 VIA EDGAR & TELECOPY Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Thomas Jones / Asia Timmons-Pierce RE: KAIROUS ACQUISITION CORP. LIMITED (the ?Company?) Amendme |
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| December 6, 2021 |
December 6, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kairous Acquisition Corp. Limited Registration Statement on Form S-1, as amended File No. 333-259031 VIA EDGAR Ladies and Gentlemen: On December 6, 2021, we, as the representative of the underwriters, filed a letter with the U.S. Securities and Exchange Commission |
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| December 6, 2021 |
VIA EDGAR December 6, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kairous Acquisition Corp. Limited Registration Statement on Form S-1, as amended File No. 333-259031 Ladies and Gentlemen: Kairous Acquisition Corp. Limited (the ?Company?) hereby respectfully requests withdrawal of its acceleration request letter filed a |
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| December 6, 2021 |
CORRESP 1 filename1.htm December 6, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F. Street, NE Washington, D.C. 20549 Re: Kairous Acquisition Corp. Limited Registration Statement on Form S-1, as amended File No. 333-259031 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under |
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| November 22, 2021 |
As filed with the Securities and Exchange Commission on November 19, 2021. S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on November 19, 2021. Registration No. 333-259031 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (AMENDMENT NO.3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAIROUS ACQUISITION CORP. LIMITED (Exact name of registrant as specified in its constitutional documents) Cayman Islands |
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| October 26, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 7,500,000 UNITS KAIROUS ACQUISITION CORP. LIMITED UNDERWRITING AGREEMENT , 2021 MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, KAIROUS ACQUISITION CORP. LIMITED, a Cayman Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter refe |
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| October 26, 2021 |
Form of Subscription Agreement among the Registrant, the Initial Shareholders and Maxim Group LLC. Exhibit 10.5 Kairous Acquisition Corp. Limited Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia Ladies and Gentlemen: Kairous Acquisition Corp. Limited (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Sec |
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| October 26, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [], 2021 between Kairous Acquisition Corp. Limited, a Cayman Islands exempted company with limited liability, with its principal executive office at Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia (the “Company”), and Continental Stock Transfer & Trus |
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| October 26, 2021 |
EX-10.3 9 ex10-3.htm Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [*], 2021 (“Agreement”), by and among KAIROUS ACQUISITION CORP. LIMITED, a Cayman Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New |
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| October 26, 2021 |
CORRESP 1 filename1.htm KAIROUS ACQUISITION CORP. LTD Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia Via Edgar October 26, 2021 Division of Corporation Finance Office of Manufacturing U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Kairous Acquisition Corp. Ltd (the “Company”) Amendment No. 1 to Regis |
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| October 26, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [], 2021 by and between Kairous Acquisition Corp. Limited (the ?Company?) and Continental Stock Transfer & Trust Company, as trustee (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-259031 (?Registration Statement?) for its initial public offering of securities (?IPO?) has been declared e |
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| October 26, 2021 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of [*], 2021 between Kairous Acquisition Corp. Limited, a Cayman Islands company, with its principal executive office at Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation |
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| October 26, 2021 |
Form of Unit Purchase Option between the Registrant and Maxim Group LLC. Exhibit 4.7 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CA |
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| October 26, 2021 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 2021, by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company de |
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| October 26, 2021 |
As filed with the Securities and Exchange Commission on October 26, 2021. As filed with the Securities and Exchange Commission on October 26, 2021. Registration No. 333-259031 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (AMENDMENT NO.2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAIROUS ACQUISITION CORP. LIMITED (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 n/a (State or ot |
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| September 29, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 5,000,000 UNITS KAIROUS ACQUISITION CORP. LIMITED UNDERWRITING AGREEMENT , 2021 MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, KAIROUS ACQUISITION CORP. LIMITED, a Cayman Islands company (?Company?), hereby confirms its agreement with Maxim Group LLC (hereinafter refe |
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| September 29, 2021 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant. EX-4.6 4 ex4-6.htm Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [*], 2021 between Kairous Acquisition Corp. Limited, a Cayman Islands company, with its principal executive office at Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia (the “Company”), and Continental Stock Transfer & Trust Company, a N |
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| September 29, 2021 |
CORRESP 1 filename1.htm KAIROUS ACQUISITION CORP. LTD Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia Via Edgar September 29, 2021 Division of Corporation Finance Office of Manufacturing U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Kairous Acquisition Corp. Ltd (the “Company”) Registration Statement |
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| September 29, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [], 2021 between Kairous Acquisition Corp. Limited, a Cayman Islands exempted company with limited liability, with its principal executive office at Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia (the “Company”), and Continental Stock Transfer & Trus |
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| September 29, 2021 |
Form of Unit Purchase Option between the Registrant and Maxim Group LLC. Exhibit 4.7 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CA |
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| September 29, 2021 |
As filed with the Securities and Exchange Commission on September 29, 2021. S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on September 29, 2021. Registration No. 333-259031 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (AMENDMENT NO.1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAIROUS ACQUISITION CORP. LIMITED (Exact name of registrant as specified in its constitutional documents) Cayman Island |
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| August 24, 2021 |
EX-4.4 8 ex4-4.htm Exhibit 4.4 SPECIMEN RIGHT CERTIFICATE NUMBER [ ] RIGHTS [ ] KAIROUS ACQUISITION CORP. LIMITED INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [*] RIGHT THIS CERTIFIES THAT, for value received , or registered agents, is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of one ordinary share, wi |
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| August 24, 2021 |
Form of Audit Committee Charter. Exhibit 99.1 AUDIT COMMITTEE CHARTER OF KAIROUS ACQUISITION CORP. LIMITED Adopted: [], 2021 The responsibilities and powers of the Audit Committee of the Board of Directors (the “Board”) of Kairous Acquisition Corp. Limited (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Audit Committee takes an action, it shall exercise its independent judg |
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| August 24, 2021 |
Form of Compensation Committee Charter. Exhibit 99.3 COMPENSATION COMMITTEE CHARTER OF KAIROUS ACQUISITION CORP. LIMITED Adopted: [], 2021 The responsibilities and powers of the Compensation Committee of the Board of Directors (the “Board”) of Kairous Acquisition Corp. Limited (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Compensation Committee takes an action, it shall exercise |
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| August 24, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.5 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [], 2021 between Kairous Acquisition Corp. Limited, a Cayman Islands exempted company with limited liability, with its principal executive office at Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia (the “Company”), and Continental Stock Transfer & Trus |
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| August 24, 2021 |
Power of Attorney (included on signature page) S-1 1 forms-1.htm As filed with the Securities and Exchange Commission on August 24, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KAIROUS ACQUISITION CORP. LIMITED (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 n/a (State or other juri |
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| August 24, 2021 |
Specimen Ordinary Share Certificate. Exhibit 4.2 SPECIMEN ORDINARY SHARE CERTIFICATE CERTIFICATE NUMBER SHARES KAIROUS ACQUISITION CORP. LIMITED INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP: [*] IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF PAR VALUE $0.0001 PER SHARE KAIROUS ACQUISITION CORP. LIMITED transferable on the books of th |
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| August 24, 2021 |
EX-10.3 16 ex10-3.htm Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [*], 2021 (“Agreement”), by and among KAIROUS ACQUISITION CORP. LIMITED, a Cayman Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New |
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| August 24, 2021 |
Form of Underwriting Agreement. EX-1.1 2 ex1-1.htm Exhibit 1.1 5,000,000 UNITS KAIROUS ACQUISITION CORP. LIMITED UNDERWRITING AGREEMENT , 2021 MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, KAIROUS ACQUISITION CORP. LIMITED, a Cayman Islands company (“Company”), hereby confirms its agreement with Maxim Group LL |
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| August 24, 2021 |
Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS KAIROUS ACQUISITION CORP. LIMITED CUSIP [*] UNITS CONSISTING OF ONE ORDINARY SHARE, ONE-HALF OF ONE WARRANT AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one ordinary share, with a par value $0.0001 per share, of Kairous Acquisition Corp. Limited, a C |
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| August 24, 2021 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [*], 2021 between Kairous Acquisition Corp. Limited, a Cayman Islands company, with its principal executive office at Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation |
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| August 24, 2021 |
EX-14 19 ex14.htm Exhibit 14 CODE OF CONDUCT AND ETHICS OF KAIROUS ACQUISITION CORP. LIMITED Adopted: [], 2021 The Board of Directors of Kairous Acquisition Corp. Limited (the “Company”) has adopted this Code of Ethics (this “Code”) to provide value for our shareholders; and ● To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ● To pr |
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| August 24, 2021 |
Form of Unit Purchase Option between the Registrant and Maxim Group LLC. Exhibit 4.7 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CA |
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| August 24, 2021 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 Companies Act (revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KAIROUS ACQUISITION CORP. LIMITED Adopted by special resolution dated [ ], 2021 [182233.00001] Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Kairous Acquisition Corp. Limited Adopted by special resolution on [ ], 2021 1 T |
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| August 24, 2021 |
Memorandum and Articles of Association. EX-3.1 3 ex3-1.htm Exhibit 3.1 Dated 24 March 2021 Companies Act (Revised) Company Limited by Shares Kairous Acquisition Corp. Limited memorandum of association Companies Act (Revised) Company Limited by Shares Memorandum of Association of Kairous Acquisition Corp. Limited 1 The name of the Company is Kairous Acquisition Corp. Limited. 2 The Company’s registered office will be situated at the offi |
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| August 24, 2021 |
EX-10.1 14 ex10-1.htm Exhibit 10.1 , 2021 Kairous Acquisition Corp. Limited Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia Maxim Group LLC 405 Lexington Ave. New York, NY 10174 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreem |
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| August 24, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [], 2021 by and between Kairous Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-[] (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effec |
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| August 24, 2021 |
Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) KAIROUS ACQUISITION CORP. LIMITED CUSIP [*] WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrant |
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| August 24, 2021 |
Form of Subscription Agreement among the Registrant, the Initial Shareholders and Maxim Group LLC. Exhibit 10.5 Kairous Acquisition Corp. Limited Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia Ladies and Gentlemen: Kairous Acquisition Corp. Limited (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Sec |
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| August 24, 2021 |
EX-10.4 17 ex10-4.htm Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 2021, by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Invest |
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| August 24, 2021 |
Form of Nominating Committee Charter. Exhibit 99.2 CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER OF KAIROUS ACQUISITION CORP. LIMITED Adopted: [], 2021 The responsibilities and powers of the Corporate Governance and Nominating Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Kairous Acquisition Corp. Limited (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenev |
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| June 8, 2021 |
As confidentially submitted to the U.S. Securities and Exchange Commission on June 8, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER |
