KACLU Kairous Acquisition Corporation Ltd

 

 

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)		(Commission File Number)		(IRS Employer Identification No.)

 

Unit 9-3, Oval Tower @ Damansara,

No. 685, Jalan Damansara,

60000 Taman Tun Dr. Ismail,

Kuala Lumpur, Malaysia

(Address of Principal Executive Offices) (Zip Code)

 

+603 7733 9340

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Units, each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right entitling the holder to receive one-tenth of one ordinary share		KACLU		The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share		KACL		The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one ordinary share at an exercise price of $11.50 included as part of the units		KACLW		The Nasdaq Stock Market LLC
Rights, each to receive one-tenth of one ordinary share		KACLR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

As previously announced, on April 23, 2021, Kairous Acquisition Corp. Limited (the “Company”) issued an unsecured promissory note to Kairous Asia Limited (the “Sponsor”), pursuant to which the Company may borrow up to an aggregate principal amount of $200,000 (the “Working Capital Note”). On May 12, 2021, the maximum amount available under the Working Capital Note was increased to $1,000,000. On December 10, 2021, the Sponsor agreed to extend the maturity date of the original Working Capital Note to the earlier of (i) July 30, 2023 or (ii) the consummation of the initial business combination. On May 10, 2023, the Company and the Sponsor entered in to an amendment to the Working Capital Note, whereby the Sponsor and the Company agreed that the Working Capital Note shall be payable on the earlier of: (i) July 30, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Working Capital Note into ordinary shares of the Company concurrently with the closing of a business combination at a price of $10.10 per share. On September 18, 2023. the Company and the Sponsor amended the Working Capital Note to extend the maturity date to the earlier of: (i) December 16, 2023 or (ii) the date on which the Company consummates the initial business combination.

 

On October 25, 2023, the Company and the Sponsor entered in to another amendment to the Working Capital Note to increase the principal amount of the Working Capital Note (the “Amendment”) from $1,000,000 to $2,000,000. A copy of the Amendment is filed herewith as Exhibit 2.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit		Description
2.1		Amendment to Promissory Note, dated as of October 25, 2023, by and between Kairous Acquisition Corp. Limited and Kairous Asia Limited
104		Cover Page Interactive Data File (formatted as inline XBRL).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 25, 2023	Kairous Acquisition Corp. Limited
	By:	/s/ Joseph Lee Moh Hon
	Name:	Joseph Lee Moh Hon
	Title:	Chief Executive Officer

 

 

 

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.

 

RECITALS

 

WHEREAS, the Company and the Sponsor agreed to increase the maximum principal amount of the Note from US $200,000 to US $1,000,000 on May 12, 2021;

 

WHEREAS, on December 10, 2021, the Sponsor agreed to provide an extension to the maturity date of the Note. The Working Capital Note is non-interest bearing and payable on the earlier of (i) July 30, 2023 or (ii) the date on which the Company consummates of the initial business combination;

 

WHEREAS, on May 10, 2023, the Company and the Sponsor entered in to an amendment to the Note, whereby the Sponsor and the Company agreed that the Note shall be payable on the earlier of: (i) July 30, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Note into ordinary shares of the Company concurrently with the closing of a business combination at a price of $10.10 per share;

 

WHEREAS, on September 18, 2023, the Sponsor agreed to provide an extension to the maturity date of the Note. The Working Capital Note is non-interest bearing and payable on the earlier of (i) December 16, 2023 or (ii) the date on which the Company consummates of the initial business combination;

 

WHEREAS, the Company and the Sponsor desire and have agreed to further amend the terms of the Note for the purposes of increasing the principal amount thereof from One Million Dollars ($1,000,000) to Two Million Dollars ($2,000,000);

 

WHEREAS, any amendment to the Note may be made with, and only with, the written consent of the Company and the Sponsor; and

 

WHEREAS, all capitalized terms not defined in this Amendment will have the meanings given to them in the Note.

 

NOW, THEREFORE, in consideration of these premises and the mutual covenants, terms and conditions set forth herein, all of the parties hereto mutually agree as follows:

 

AGREEMENT

 

1. Amendment to Note. The preamble and Section 2 of the Note are hereby amended and restated in its entirety to read as follows:

 

“Kairous Acquisition Corp. Limited, a Cayman Islands corporation (the “Maker”), promises to pay to the order of Kairous Asia Limited or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Two Million Dollars ($2,000,000) or such lesser amount as shall have been advanced to Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.”

 

“2. Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to Two Million Dollars ($2,000,000) in drawdowns under this Note to be used for costs and expenses related to Maker’s business operations and business combination. Principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee ( each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000). Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Two Million Dollars ($2,000,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.”

 

2. No Other Amendments. Wherever necessary, all other terms of the Note are hereby amended to be consistent with the terms of this Amendment. Except as specifically set forth herein, the Note shall remain in full force and effect.

 

3. Counterparts; Facsimile. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Executed signatures transmitted via facsimile or PDF will be accepted and considered duly executed.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

 

COMPANY:
KAIROUS ACQUISITION CORP. LIMITED
By:	/s/ Joseph Lee Moh Hon
Name:	Joseph Lee Moh Hon
Title:	Chief Executive Officer
SPONSOR:
KAIROUS ASIA LIMITED
By:	/s/ Joseph Lee Moh Hon
Name:	Joseph Lee Moh Hon
Title:	Director

 

v3.23.3

Cover	Oct. 25, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 25, 2023
Entity File Number	001-41155
Entity Registrant Name	KAIROUS ACQUISITION CORP. LIMITED
Entity Central Index Key	0001865468
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Unit 9-3, Oval Tower @ Damansara
Entity Address, Address Line Two	No. 685, Jalan Damansara
Entity Address, Address Line Three	60000 Taman Tun Dr. Ismail
Entity Address, City or Town	Kuala Lumpur
Entity Address, Country	MY
City Area Code	+603
Local Phone Number	7733 9340
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right entitling the holder to receive one-tenth of one ordinary share
Title of 12(b) Security	Units, each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one redeemable
Trading Symbol	KACLU
Security Exchange Name	NASDAQ
Ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Ordinary shares, par value $0.0001 per share
Trading Symbol	KACL
Security Exchange Name	NASDAQ
Redeemable warrants, each exercisable for one ordinary share at an exercise price of $11.50 included as part of the units
Title of 12(b) Security	Redeemable warrants, each exercisable for one ordinary share at an exercise price of $11.50
Trading Symbol	KACLW
Security Exchange Name	NASDAQ
Rights, each to receive one-tenth of one ordinary share
Title of 12(b) Security	Rights, each to receive one-tenth of one ordinary share
Trading Symbol	KACLR
Security Exchange Name	NASDAQ

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