[144] Agilysys, Inc. SEC Filing

Rhea-AI Filing Summary

Kairous Acquisition Corp. Limited (OTC: KACLF/KACUF) has triggered a mandatory liquidation of its SPAC trust. The company failed to deposit the required US$50,000 on 16 May 2025 to extend its business-combination deadline to 16 June 2025 as permitted under its Fourth Amended & Restated Memorandum and Articles of Association. Under the charter, missing that payment forces the SPAC to (i) begin winding down, (ii) liquidate the trust and redeem all public ordinary shares issued in the IPO, and (iii) subsequently liquidate and dissolve.

The board now intends to instruct the trustee to liquidate the securities held in the trust and transfer the cash to a Citibank operating account. Public shareholders will receive their pro-rata cash within 10 business days after 30 June 2025. Street-name holders need take no action; registered holders must deliver certificates to Continental Stock Transfer & Trust.

Sponsor, officers and directors have waived their redemption rights, meaning only public holders participate in the payout. All warrants (KACWF) and rights (KACRF) will expire worthless, eliminating any upside optionality for those securities.

After redeeming the public shares, the board plans to seek an amendment that would remove the obligation to dissolve, allowing the post-redemption entity to remain quoted on OTC Markets and potentially pursue an alternative business combination in the future. No timeline or target has been disclosed.

Positive

• None.

Negative

• Mandatory liquidation due to missed US$50k extension payment forces redemption of all public shares.
• Warrants and rights expire worthless, eliminating upside leverage for holders.
• Uncertain future strategy: Board aims to amend charter to avoid dissolution but provides no concrete plan or timeline.

Insights

SPAC Specialist

TL;DR: Missed US$50k extension forces trust liquidation; public shares redeemed, warrants/rights void—materially negative for upside seekers.

Failure to fund the trust extension is a clear technical default that activates the charter’s liquidation waterfall. For investors, the outcome is straightforward: cash is returned at the trust’s per-share value—likely near US$10—but any potential merger premium evaporates. The redemption is procedurally sound and expected within 10 business days of 30 June 2025, so liquidity risk is minimal. However, warrants and rights become worthless, wiping out leverage-style instruments many speculative holders own. While management hints at retaining the listing and seeking “alternative opportunities,” such shell structures often face regulatory and capital constraints; value creation from that path is speculative. Overall, the filing is impactful and negative for anyone counting on an eventual de-SPAC transaction.

Portfolio Manager

TL;DR: Cash back, no deal; neutral for NAV investors, negative for warrant/option holders.

From a portfolio-return standpoint, common holders essentially crystallise the trust cash at par, which may even be a slight positive if the units traded at a discount. Yet the real optionality in SPACs lies in the warrants and post-combination upside; that is now gone. Sponsor waiver prevents dilution of the payout pool but also signals limited sponsor commitment going forward. Any plan to amend the charter post-redemption offers optionality but lacks specifics and funding, making it an out-of-the-money call at best. Net result: capital is preserved but growth thesis is terminated.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	321	36396.91	28017312	07/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/30/2025	Restricted Stock Vesting	Issuer			321	06/30/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why is Kairous Acquisition Corp. Limited (KACLF) liquidating its trust?

The company failed to deposit US$50,000 on 16 May 2025, missing the extension payment required to prolong its merger deadline, which triggers liquidation under its charter.

When will KACLF shareholders receive their redemption proceeds?

Redemption is expected to be completed within 10 business days after 30 June 2025 once the trust assets are liquidated.

Do KACWF warrants or KACRF rights have any redemption value?

No. The filing states there will be no redemption or liquidating distributions for warrants or rights; they will expire worthless.

What action must street-name holders take to receive the cash distribution?

Beneficial owners do not need to take any action; their brokerage will handle the redemption automatically.

Can the company pursue a merger after redeeming the public shares?

The board intends to seek a charter amendment to remain listed and explore alternative business combinations, but no specific deal or timeline is disclosed.