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    Kairous Acquisition Corp. Limited filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

    12/18/24 9:15:11 AM ET
    $KACL
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    Get the next $KACL alert in real time by email
    false 0001865468 0001865468 2024-12-16 2024-12-16 0001865468 KACL:UnitsEachConsistingOfOneOrdinaryShare0.0001ParValueOnehalf12OfOneRedeemableWarrantAndOneRightEntitlingHolderToReceiveOnetenthOfOneOrdinaryShareMember 2024-12-16 2024-12-16 0001865468 KACL:OrdinarySharesParValue0.0001PerShareMember 2024-12-16 2024-12-16 0001865468 KACL:RedeemableWarrantsEachExercisableForOneOrdinaryShareAtExercisePriceOf11.50IncludedAsPartOfUnitsMember 2024-12-16 2024-12-16 0001865468 KACL:RightsEachToReceiveOnetenthOfOneOrdinaryShareMember 2024-12-16 2024-12-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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

     

    December 16, 2024

    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.)

     

    Level 39 Marina Bay Financial Centre Tower 2,

    10 Marina Boulevard,

    City Singapore 018983, Singapore

      018983
    (Address of Principal Executive Offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: +662-255-6851340

     

    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
    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 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     

    Kairous Acquisition Corp. Limited (the “Company”), received a notice, dated December 16, 2024 from the Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company did not comply with Nasdaq Interpretive Material IM-5101-2, and that its securities are now subject to delisting. The Company’s registration statement, filed in connection with the Company’s IPO, became effective on December 13, 2021. Pursuant to IM-5101-2, the Company, a special purpose acquisition company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company did not complete its initial business combination by December 13, 2024, the Company did not comply with IM-5101-2, and its securities are now subject to delisting. Unless the Company requests a timely appeal of this determination by Nasdaq, trading of the Company’s securities on Nasdaq will be suspended at the opening of business on December 23, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing on The Nasdaq Stock Market.

     

    The Company will not appeal Nasdaq’s determination to delist the Company securities and accordingly, the Company’s securities will be suspended from trading on Nasdaq at the opening of business on December 23, 2024. However, the Company expects its securities will commence trading on the over-the-counter market on December 23, 2024.

     

     
     

     

    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

     

     

     

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