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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
Date
of Report (Date of earliest event reported): September 9, 2025
Kairous
Acquisition Corp. Limited
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41155 |
|
N/A00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Level
39 Marina Bay Financial Centre Tower 2,
10
Marina Boulevard,
City
Singapore 018983, Singapore
(Address
of Principal Executive Offices)
+662-255-6851340
(Registrant’s
Telephone Number, including area code)
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 (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 14-a-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 |
|
Trading
Symbols(s) |
|
Name
of each exchange on which registered |
| None |
|
None |
|
N/A |
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 ☒
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
September 9, 2025, Kairous Acquisition Corp. (the “Company”) received confirmation from Continental Stock Transfer &
Trust Company that the distribution of funds from the trust account to the holders of its publicly traded shares (the “Public Shares”)
had been completed. The announcement to liquidate the trust account and distribute the shares was initially announced on July 1, 2025.
As a result of the liquidation being effected as a return of funds, the holders of the Public Shares remain shareholders of the Company.
The
Company also announced that its board of directors intends to seek an amendment to the Company’s charter to remove the obligation
to liquidate and dissolve the Company, thereby allowing the Company to remain listed on the OTC Markets Group Inc. and pursue alternative
opportunities. Such opportunities may include, without limitation, a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization, or similar business combination with one or more businesses.
The
Company’s board of directors believes this structure provides certain benefits to the Company and all shareholders, including:
| |
1. |
The
Company will continue to have a broader shareholder base, potentially providing greater liquidity in the shares than if the Public
Shares had been redeemed and cancelled in connection with the trust distribution. |
| |
|
|
| |
2. |
Holders
of Public Shares will have the opportunity to participate in the future of the Company as it pursues alternative opportunities. |
In
addition, the board of directors intends to cause the Company to file a Form 15 with the Securities and Exchange Commission to deregister
its reporting obligations to the SEC. The board believes that deregistration will simplify the processes required to evaluate and consummate
potential alternative opportunities.
The
Company is currently in the early stages of evaluating a number of potential alternative opportunities. No assurances can be given that
any transaction will be pursued or consummated.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
KAIROUS
ACQUISITION CORP. LIMITED |
| |
|
|
| Date:
September 15, 2025 |
By: |
/s/
Athiwat Apichote |
| |
Name: |
Athiwat
Apichote |
| |
Title: |
Chief
Executive Officer |
