Kairous Acquisition (KACLF) completes trust payout, keeps shell active for deals

Rhea-AI Filing Summary

Kairous Acquisition Corp. Limited reported that, on September 9, 2025, its trustee completed distributing the funds held in the trust account to holders of its publicly traded shares. Because this was structured as a return of funds, these public investors remain shareholders of the company.

The board plans to seek a charter amendment to remove the obligation to liquidate and dissolve, allowing the company to stay listed on OTC Markets Group Inc. and pursue alternative transactions such as a merger, stock exchange, asset acquisition, or similar business combination. The board also intends to file a Form 15 to deregister from SEC reporting to simplify evaluating these potential opportunities, while noting there is no assurance any transaction will be completed.

Insights

SPAC and corporate actions analyst

Kairous completed trust payouts but will keep the shell active to seek new deals while deregistering from SEC reporting.

Kairous Acquisition Corp. Limited has confirmed that all funds in its trust account were distributed to holders of its publicly traded shares on September 9, 2025. Unlike a typical SPAC liquidation where shares are cancelled, these public investors remain shareholders after receiving their cash back.

The board intends to amend the charter to remove the obligation to liquidate and dissolve, keeping the company listed on OTC Markets Group Inc. and able to pursue alternative transactions, including mergers or asset acquisitions. It also plans to file Form 15 to end SEC reporting, which the board believes will simplify evaluating and consummating potential deals.

The company states it is in the early stages of reviewing several potential opportunities and cautions that no transaction is assured. Future company communications and any completed transaction terms will determine how valuable this post‑trust structure is for remaining shareholders.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

FAQ

What did Kairous Acquisition Corp. Limited (KACLF) announce about its trust account?

Kairous Acquisition Corp. Limited confirmed that, on September 9, 2025, funds in its trust account were fully distributed to holders of its publicly traded shares. This distribution was treated as a return of funds, so those public investors still remain shareholders of the company after receiving cash.

Do KACLF public shareholders still own shares after the trust distribution?

Yes. The trust distribution was structured as a return of funds, so holders of Kairous Acquisition Corp. Limited’s publicly traded shares remain shareholders. Their shares were not redeemed and cancelled, allowing them to continue participating in any future company transactions or alternative opportunities the board may pursue.

What charter change is Kairous Acquisition Corp. Limited (KACLF) planning?

The board intends to seek an amendment to the company’s charter to remove its obligation to liquidate and dissolve. This change would allow Kairous Acquisition Corp. Limited to continue operating, remain listed on OTC Markets Group Inc., and pursue various alternative business combinations or similar transactions.

What types of alternative opportunities is KACLF considering after the trust payout?

Kairous Acquisition Corp. Limited is evaluating several potential alternative opportunities, including a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination. The company emphasizes that these evaluations are at an early stage and there is no assurance any specific transaction will be pursued or completed.

Why does Kairous Acquisition Corp. Limited (KACLF) plan to file Form 15?

The board intends to file Form 15 to deregister Kairous Acquisition Corp. Limited’s reporting obligations with the SEC. It believes ending periodic SEC reporting will simplify the processes needed to evaluate and potentially complete alternative transactions, although no particular deal is guaranteed at this time.

What benefits does KACLF’s board see in keeping public shareholders after the trust distribution?

The board believes maintaining public shareholders offers a broader shareholder base and potentially greater liquidity than if public shares were fully redeemed and cancelled. It also gives holders of public shares the opportunity to participate in the company’s future as it evaluates and pursues alternative business opportunities.