Current Report Filing (8-k)
27 June 2023 - 6:06AM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
Unit
9-3, Oval Tower @ Damansara,
No.
685, Jalan Damansara,
60000
Taman Tun Dr. Ismail,
Kuala
Lumpur, Malaysia |
|
60000 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: + 603
7733 9340
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| 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
1.02 Termination of a Material Definitive Agreement.
Effective
June 22, 2023, Kairous Acquisition Corp. Limited (the “Company”) and Wellous Group Limited (“Wellous”) entered
into a termination agreement (the “Termination Agreement”), a copy of which is filed as Exhibit 2.1 hereto, which provides
for the termination of the Agreement and Plan of Merger, dated December 9, 2022 (the “Merger Agreement”), by and among the
Company, Wellous, KAC Merger Sub 1, KAC Merger Sub 2, and certain shareholders and principal owners of Wellous. The termination was by
mutual agreement of the Company and Wellous pursuant to Section 12.1(a) of the Merger Agreement and no termination fee or other payment
is due to either party from the other as a result of the termination.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits:
| Exhibit
No. |
|
Description |
| 2.1 |
|
Termination Agreement |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
June 26, 2023 |
Kairous
Acquisition Corp. Limited |
| |
|
|
| |
By: |
/s/
Joseph Lee Moh Hon |
| |
Name: |
Joseph
Lee Moh Hon |
| |
Title: |
Chief
Executive Officer |
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