Kairous Acquisition Corp. (KACLU) mutually terminates Bamboo Mart merger deal

Rhea-AI Filing Summary

Kairous Acquisition Corp. Limited reports that it has terminated its planned business combination with Bamboo Mart Limited. The company and Bamboo Mart mutually agreed on August 18, 2025, to end the Amended and Restated Agreement and Plan of Merger that had been signed on September 25, 2024. That agreement had covered a multi‑step merger structure involving two Kairous subsidiaries and operating companies NRF Consumer Limited and Nove Foods Limited in Thailand. The filing does not describe any replacement transaction, so Kairous remains a standalone entity following this termination.

Positive

• None.

Negative

• Mutual termination of the definitive merger agreement with Bamboo Mart Limited and related parties on August 18, 2025, removes Kairous’ previously identified business combination transaction and creates strategic uncertainty.

Insights

SPAC and M&A analyst

Kairous’ planned merger with Bamboo Mart has been mutually terminated, removing a defined deal pathway.

The report states that Kairous Acquisition Corp. Limited and Bamboo Mart Limited mutually agreed on August 18, 2025 to terminate their Amended and Restated Agreement and Plan of Merger. This agreement, signed on September 25, 2024, contemplated a merger structure involving two Kairous subsidiaries and Thai companies NRF Consumer Limited and Nove Foods Limited. Terminating such a definitive agreement is typically a significant strategic shift for a SPAC.

Without this transaction, Kairous no longer has this previously identified route to combine with operating businesses in the consumer and food sectors described. The filing does not discuss termination fees, alternative deals, or revised plans, so investors only know that this particular combination will not proceed. Future company communications and filings will be needed to understand whether a new business combination is pursued and on what terms.

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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): August 18, 2025

Kairous Acquisition Corp. Limited

(Exact name of Registrant as specified in its Charter)

Cayman Islands		001-41155		n/a 00-0000000
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. 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)

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
Ordinary shares, par value $0.0001 per share		KACLF		OTC Markets Group, Inc.

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 1.02 Termination of a Material Definitive Agreement.

As disclosed previously, on September 25, 2024, Kairous Acquisition Corp. Limited (the “Company”) entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), by and between the Company, KAC Merger Sub 1, a Cayman Islands exempted company and wholly owned subsidiary of the Company, KAC Merger Sub 2, a Cayman Islands exempted company and wholly owned subsidiary of the Company, NRF Consumer Limited, a company formed under the laws of Thailand, Nove Foods Limited, as company formed under the laws of Thailand, and Bamboo Mart Limited, a Cayman Islands exempted company.

On August 18, 2025, the boards of directors of the Company and Bamboo Mart Limited mutually agreed to terminate the Merger Agreement pursuant to Section 12.1(a) thereof.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) 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, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 21, 2025

	KAIROUS ACQUISITION CORP. LIMITED
	By:	/s/ Athiwat Apichote
	Name:	Athiwat Apichote
	Title:	Chief Executive Officer

FAQ

What did Kairous Acquisition Corp. Limited (KACLU) disclose in this 8-K?

Kairous Acquisition Corp. Limited disclosed that it has mutually agreed with Bamboo Mart Limited to terminate their Amended and Restated Agreement and Plan of Merger, which had outlined a multi-step business combination involving Kairous subsidiaries and Thai companies NRF Consumer Limited and Nove Foods Limited.

When was the Kairous–Bamboo Mart merger agreement terminated?

The boards of directors of Kairous Acquisition Corp. Limited and Bamboo Mart Limited mutually agreed to terminate the Amended and Restated Agreement and Plan of Merger on August 18, 2025.

Which companies were parties to the terminated Kairous merger agreement?

Parties to the terminated merger agreement included Kairous Acquisition Corp. Limited, KAC Merger Sub 1, KAC Merger Sub 2, NRF Consumer Limited, Nove Foods Limited, and Bamboo Mart Limited.

Does Kairous mention any replacement transaction after terminating the Bamboo Mart deal?

No. The disclosure only states that the Amended and Restated Agreement and Plan of Merger was mutually terminated and does not describe any replacement transaction or alternative business combination.

Under which item of Form 8-K did Kairous report the merger termination?

Kairous reported the termination under Item 1.02, which covers termination of a material definitive agreement.

Who signed the 8-K for Kairous Acquisition Corp. Limited?

The report was signed on behalf of Kairous Acquisition Corp. Limited by Athiwat Apichote, the company’s Chief Executive Officer.