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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): June 30, 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 |
| Units,
each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right entitling the holder
to receive one-tenth of one ordinary share |
|
KACUF |
|
OTC
Markets Group, Inc. |
| Ordinary
shares, par value $0.0001 per share |
|
KACLF |
|
OTC
Markets Group, Inc. |
| Redeemable
warrants, each exercisable for one ordinary share at an exercise price of $11.50 included as part of the units |
|
KACWF |
|
OTC
Markets Group, Inc. |
| Rights,
each to receive one-tenth of one ordinary share |
|
KACRF |
|
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
8.01 Other Events.
On
May 16, 2025, the Company failed to properly extend the business combination period to June 16, 2025, as it did not deposit $50,000 (as
required by the Company’s Fourth Amended and Restated Memorandum and Articles of Association (the “Charter”)) to the
trust account in order to extend the date by which it must consummate an initial business combination (the “Termination Date”)
to beyond May 16, 2025.
Under
the Charter, if the Company does not consummate an initial business combination by the Termination Date, the Company is required to (i)
immediately commence a wind down of operations, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
liquidate the Trust Account and redeem all of the outstanding public ordinary shares (“Public Shares”) that were included
in the units issued in its initial public offering, and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of the Company’s remaining members and the directors, liquidate and dissolve.
The
Company intends to liquidate the trust account and redeem the Public Shares. In order to provide for the disbursement of funds from the
trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held
in the trust account. The proceeds of the trust account will be held in a trust operating account at Citibank, N.A, while awaiting disbursement
to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering
their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public
Shares held in ‘street name,” however, will not need to take any action in order to receive the redemption amount. The redemption
of the Public Shares is expected to be completed within ten business days after June 30, 2025.
The
Company’s sponsor, officers and directors have agreed to waive their redemption rights with respect to their outstanding ordinary
shares issued prior to the Company’s initial public offering and owned by the Company’s sponsor.
There
will be no redemption rights or liquidating distributions with respect to the Company’s warrants or rights, which will expire worthless.
After
the redemption of the Public Shares, the board of directors of the Company intends to seek to amend the Charter to remove the obligation
to liquidate and dissolve the Company, such that the Company may remain listed on the OTC Markets and allow it to seek alternative opportunities,
including potentially a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses.
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:
July 1, 2025
| |
KAIROUS
ACQUISITION CORP. LIMITED |
| |
|
|
| |
By:
|
/s/
Athiwat Apichote |
| |
Name:
|
Athiwat
Apichote |
| |
Title: |
Chief
Executive Officer |
