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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 |
