KACL Kairous Acquisition Corporation Ltd

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 provide an extension to the maturity date of the original Working Capital Note to the term as described in the next sentence. The Working Capital Note is non-interest bearing and payable on the earlier of (i) July 30, 2023 or (ii) the consummation of the initial business combination.

As previously announced, on December 14, 2022, the Company issued an unsecured promissory note in the aggregate principal amount of $360,000 (the “Extension Note No. 1”) to the Sponsor in exchange for Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. The Extension Note No. 1 does not bear interest and matures upon the closing of a business combination by the Company. In addition, the Extension Note No. 1 may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit prior to the closing of the business combination.

As previously announced, on March 10, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $360,000 (the “Extension Note No. 2”, together with Extension Note No. 1, the “Extension Notes”) to the Sponsor in exchange for Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. The Extension Note No. 2 does not bear interest and matures upon the closing of a business combination by the Company. In addition, the Extension Note No. 2 may be converted by the holder into ordinary shares of the Company at a price of $10.10 per share prior to the closing of the business combination.

On May 10, 2023, the Company and the Sponsor entered in to an amendment to the Working Capital Note so as to amend certain terms of 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. A copy of the amendment to the Working Capital Note is filed herewith as Exhibit 2.1.

On May 10, 2023, the Company and the Sponsor entered in to an amendment to Extension Notes in respect of each of the Extension Notes so as to amend certain terms of the Extension Notes, whereby the Sponsor and the Company agreed that each of the Extension Notes shall be converted into ordinary shares of the Company prior to or concurrently with the closing of a business combination at a price of $10.10 per share. In the event that a business combination does not close on or prior to June 16, 2023, as such deadline may be further extended, each of the Extension Notes shall be deemed to be terminated and no amounts will thereafter be due from the Company to the Sponsor under the terms thereof. A copy of the amendment to the Extension Note No. 1, and Extension Note No. 2 is filed herewith as Exhibit 2.2 and Exhibit 2.3, respectively.