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
June 22, 2023
Date of Report (Date of earliest event reported)
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.) |
Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia | 60000 | |
(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:
☐ | Written communications pursuant to Rule 425 under the Securities Act |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
, one-half (1/2) of one redeemable warrant and one right entitling the holder to receive one-tenth of one ordinary share | The Stock Market LLC | |||
The Stock Market LLC | ||||
The Stock Market LLC | ||||
The 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 1.02 Termination of a Material Definitive Agreement.
Effective June 22, 2023, Kairous Acquisition Corp. Limited (the “Company”) and Wellous Group Limited (“Wellous”) entered into a termination agreement (the “Termination Agreement”), a copy of which is filed as Exhibit 2.1 hereto, which provides for the termination of the Agreement and Plan of Merger, dated December 9, 2022 (the “Merger Agreement”), by and among the Company, Wellous, KAC Merger Sub 1, KAC Merger Sub 2, and certain shareholders and principal owners of Wellous. The termination was by mutual agreement of the Company and Wellous pursuant to Section 12.1(a) of the Merger Agreement and no termination fee or other payment is due to either party from the other as a result of the termination.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. | Description | |
2.1 | Termination Agreement | |
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 hereunto duly authorized.
Dated: June 26, 2023 | Kairous Acquisition Corp. Limited | |
By: | /s/ Joseph Lee Moh Hon | |
Name: | Joseph Lee Moh Hon | |
Title: | Chief Executive Officer |