Current Report Filing (8-k)
07 December 2022 - 10:01PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 6, 2022
KAIROS ACQUISITION CORP.
(Exact Name of Registrant as Specified in its
Charter)
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Cayman Islands |
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001-39841 |
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N/A |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY |
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10105 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (917) 783-4057
Not Applicable
(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 (see General Instruction A.2.
below):
| ¨ | 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 |
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A ordinary shares, par value $0.0001 per share |
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KAIR |
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Nasdaq Capital Market |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
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KAIRW |
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Nasdaq Capital Market |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
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KAIRU |
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Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 8.01. Other Events.
On
December 6, 2022, Kairos Acquisition Corp. (the “Company”) issued a press release announcing that due to the Company’s
inability to consummate an initial business combination within the time period required by its amended and restated memorandum and articles
of association (the “Charter”), the Company intends to dissolve and liquidate in accordance with the provisions of
its Charter and will redeem all of the outstanding shares of Class A ordinary shares that were included in the units issued in its initial
public offering (the “Public Shares”), at a per-share redemption price of approximately $10.08.
In
order to provide for the disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to
take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a
non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro
rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust
Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however,
will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed
by January 3, 2023.
The Company’s sponsor
has agreed to waive its redemption rights with respect to its outstanding Class B ordinary shares issued prior to the Company’s
initial public offering and the Class A ordinary shares contained in the units issued in a private placement concurrent with the initial
public offering.
There
will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) |
Exhibits. The following exhibits are filed with this Form 8-K: |
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Exhibit No. |
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Description of Exhibits |
99.1 |
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Press Release, dated December 6, 2022 |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K includes
“forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,”
“expects,” “intends,” “plans,” “estimates,” “assumes,” “may,”
“should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not
limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s
cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses.
These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks
and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise
any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance
on forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: December 6, 2022
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KAIROS ACQUISITION CORP. |
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By: |
/s/ Peter Bang |
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Peter Bang |
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Chief Executive Officer and Director |
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