Kairous Acquisition Corp. Limited filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| 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 |
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Item 1.01 Entry into a Material Definitive Agreement
As approved by its shareholders at the Annual Meeting of Shareholders on December 6, 2024 (the “Meeting”), Kairous Acquisition Corp. Limited (the “Company” or “Kairous”) entered into an amendment, dated December 16, 2024 (the “Trust Amendment”) to the investment management trust agreement, dated December 13, 2021, as amended, with Continental Stock Transfer & Trust Company. Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination six (6) times for an additional one (1) month each time from December 16, 2024 to June 16, 2025 by depositing into the trust account $50,000 for each one-month extension. A copy of the Trust Amendment is attached hereto as Exhibit 10.1.
On December 16, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $50,000 (the “Note”) to Kairous Asia Limited, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. The Note does not bear interest and matures upon the closing of a business combination by the Company. In addition, the Note will be converted by the holder into ordinary shares of the Company at a price of $10.10 per share at the closing of a business combination. A copy of the Note is attached hereto as Exhibit 10.2.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure related to the Note contained in Item 1.01 is incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its shareholders at the Meeting on December 6, 2024, the Company filed the fourth amended and restated memorandum and articles of association on December 16, 2024 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to six (6) times for an additional one (1) month each time from December 16, 2024 to June 16, 2025. A copy of the fourth amended and restated memorandum and articles of association is attached hereto as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 6, 2024, the Company held the Meeting. On November 12, 2024, the record date for the Meeting, there were 3,683,906 ordinary shares of Kairous entitled to be voted at the Meeting, 95.81% of which were represented in person or by proxy.
The final results for each of the matters submitted to a vote of Company shareholders at the Meeting are as follows:
1. Charter Amendment
Shareholders approved the proposal to amend the Company’s second amended and restated memorandum and articles of association, giving the Company the right to extend the date by which it has to complete a business combination a total of six (6) times for an additional one (1) month each time from December 16, 2024 (the “Current Termination Date”) to June 16, 2025. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | |||
| 3,528,134 | 1,420 | 0 |
2. Trust Amendment
Shareholders approved the proposal to amend the Company’s investment management trust agreement, dated December 13, 2021, as amended, by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the time it has to complete a business combination a total of six (6) times for an additional one (1) month each time from December 16, 2024 to June 16, 2025; by depositing into the trust account $50,000 for each one-month extension in the event the Company has not consummated a business combination by the extended termination date. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | |||
| 3,528,134 | 1,420 | 0 |
Item 8.01. Other Events.
In connection with the shareholders vote at the Meeting, 518,968 ordinary shares were tendered for redemption.
The Company extended the business combination period to January 16, 2025, by depositing $50,000 to the trust account on December 16, 2024. The Company issued the release filed herewith on December 17, 2024. The materials attached as Exhibit 99.1 are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Fourth Amended and restated memorandum and articles of association of Kairous Acquisition Corp. Limited, adopted by shareholders of the Company on December 6, 2024 and filed with the Cayman Islands Registry of Corporate Affairs on December 17, 2024 | |
| 10.1 | Amendment to the investment management trust agreement, dated as of December 16, 2024, with Continental Stock Transfer & Trust Company | |
| 10.2 | Promissory Note dated December 16, 2024 | |
| 99.1 | Press Release dated December 18, 2024 | |
| 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: December 18, 2024 | Kairous Acquisition Corp. Limited | |
| By: | /s/ Athiwat Apichote | |
| Name: | Athiwat Apichote | |
| Title: | Chief Executive Officer | |