Kairous Acquisition Corp. Ltd. Files 8-K

TL;DR

Kairous Acquisition Corp. Ltd. filed an 8-K on 9/25/24 detailing material agreements and corporate structure.

AI Summary

Kairous Acquisition Corp. Ltd. filed an 8-K on September 25, 2024, reporting a material definitive agreement. The filing details the company's structure, including ordinary shares, redeemable warrants exercisable at $11.50, and rights to receive fractional shares. The company is incorporated in E9 and its fiscal year ends on June 30.

Why It Matters

This filing indicates a significant corporate event or agreement for Kairous Acquisition Corp. Ltd., which could impact its stock and future business operations.

Risk Assessment

Risk Level: low — This is a routine filing reporting a material definitive agreement and corporate structure details, not indicating immediate financial distress or significant operational changes.

Key Numbers

• 0001865468 — Central Index Key (Unique identifier for Kairous Acquisition Corp. Ltd.)
• 0630 — Fiscal Year End (Indicates the end of the company's financial reporting year)

Key Players & Entities

• Kairous Acquisition Corp. Ltd. (company) — Filer of the 8-K report
• September 25, 2024 (date) — Earliest event date reported in the filing
• 0001493152-24-038937 (document_id) — Accession number for the filing
• $11.50 (dollar_amount) — Exercise price for redeemable warrants

FAQ

Key Financial Figures

• $0.0001 — each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one redeem
• $11.50 — ordinary share at an exercise price of $11.50 included as part of the units KACLW
• $10 — s ") with a deemed price per share of US$10.10, for a total value equal to the merg
• $188,000,000 — alue equal to the merger consideration, $188,000,000 (the " Merger Consideration Shares "),
• $12.50 — (" VWAP ") is equal to or greater than $12.50 per share for any 20 out of 30 consecut
• $15.00 — if the VWAP is equal to or greater than $15.00 per share for any 20 out of 30 consecut
• $17.50 — if the VWAP is equal to or greater than $17.50 per share for any 20 out of 30 consecut
• $122,800,000 — on December 31, 2025 equals or exceeds $122,800,000, Purchaser shall issue to the Bamboo Sh
• $170,200,000 — on December 31, 2026 equals or exceeds $170,200,000, in addition to the issuance of the Tra
• $500,000 — have minimum cash equal to no less than $500,000 (" Minimum Cash "). To the extent that
• $10.10 — o the Bamboo Shareholders at a value of $10.10 per share. Any such payment by the Bamb
• $5,000,001 — sing, the Purchaser shall have at least $5,000,001 in net tangible assets. 4 Company's
• $50,000 — ted to pay the Parent a break-up fee of $50,000. Indemnification The Holdback Share

Filing Documents

• form8-k.htm (8-K) — 123KB
• ex2-1.htm (EX-2.1) — 666KB
• ex10-1.htm (EX-10.1) — 72KB
• ex10-2.htm (EX-10.2) — 148KB
• ex10-3.htm (EX-10.3) — 51KB
• ex2-1_001.jpg (GRAPHIC) — 73KB
• 0001493152-24-038937.txt ( ) — 1587KB
• kacl-20240925.xsd (EX-101.SCH) — 5KB
• kacl-20240925_def.xml (EX-101.DEF) — 31KB
• kacl-20240925_lab.xml (EX-101.LAB) — 38KB
• kacl-20240925_pre.xml (EX-101.PRE) — 28KB
• form8-k_htm.xml (XML) — 9KB

From the Filing

UNITED 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 25, 2024 Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41155 N/A (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 , 018983 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: +603 7733 9340 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 14a-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 Symbol(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 KACLU The Nasdaq Stock Market LLC Ordinary Shares, par value $0.0001 per share KACL The Nasdaq Stock Market LLC Redeemable warrants, each exercisable for one ordinary share at an exercise price of $11.50 included as part of the units KACLW The Nasdaq Stock Market LLC Rights, each to receive one-tenth (1/10) of one ordinary share KACLR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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 1.01 Entry into a Material definitive Agreement. The Merger Agreement On September 25, 2024, Kairous Acquisition Corp. Limited, a Cayman Islands exempted company (" KACL " or " Parent "), entered into an amended and restated agreement and plan of merger (as it may be amended, supplemented, or otherwise modified from time to time, the " Merger Agreement "), by and between KACL, KAC Merger Sub 1, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (" Purchaser "), KAC Merger Sub 2, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (" Merger Sub "), NRF Consumer Limited and Nove Foods Limited, each company formed under the laws of Thailand (the " Principal Shareholders "), and Bamboo Mart Limited, a Cayman Islands exempted company (" Bamboo " or the " Company "), pursuant to which (a) KACL will be merged with and into Purchaser (the " Reincorporation Merger "), with Purchaser surviving the Reincorporation Merger, and (b) Merger Sub will be merged with and into the Company (the " Acquisition Merger "), with the Company surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the " Business Combination "). Following the Business Combination, Purchaser will be a publicly traded company. Consideration At the effective time of the Acquisition Merger, each outstanding ordinary share of (" Bamboo Ordinary Shares ") (excluding excluded shares and dissenting shares) will be cancelled and converted into the right to receive a number of Purchaser Class A Ordinary Shares equal to the applicable number of Purchaser Class A Ordinary Shares for such number of Bamboo Ordinary Shares, as outlined in the Merger Agreement. Purchaser will issue an aggregate of 18,613,861 of its ordinary shares (" Purchaser Ordinary Shares ") with a deemed price per share of US$10.10, for a total value equal to the merger consideration, $188,000,000 (the " Merger Consideration Shares "), to the shareholders of Bamboo (the " Bamboo Shareholders "), whereby (i) 95% of the total Merger Consideration Shares of the Purchaser Class A Ordinary Shares will be delivered to the Bamboo Shareholders at the Closing and (ii) the remaining 5% of the total Merger Consideration Shares will be held back by Purchaser for twelve months after the Closing as security for the indemnification obligation of the representations a

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