Current Report Filing (8-k)
14 March 2023 - 7:06AM
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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
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) |
|
(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
1.01 Entry into a Material Definitive Agreement
The
disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
March 10, 2023, Kairous Acquisition Corp. Limited (the “Company”) issued an unsecured promissory note in the aggregate principal
amount of $360,000 (the “Note”) to Kairous Asia Limited, the Company’s initial public offering sponsor (“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 Note does not bear interest and matures upon the closing of a business combination by the Company.
In addition, the Note may be converted by the holder into ordinary shares of the Company at a price of $10.10 per share.
Item
8.01. Other Events.
The
Company extended the business combination period to June 16, 2023, by depositing $360,000 to the trust account on March 13, 2023.
The Company issued the release filed herewith on March 13, 2023. The materials attached as Exhibit 99.1 are incorporated by reference
herein.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits:
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:
March 13, 2023 |
Kairous
Acquisition Corp. Limited |
| |
|
|
| |
By: |
/s/
Joseph Lee Moh Hon |
| |
Name: |
Joseph
Lee Moh Hon |
| |
Title: |
Chief
Executive Officer |
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