| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
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| SCHEDULE 13G | |
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| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
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Kairous Acquisition Corp. Limited | |
| (Name of Issuer) | |
|
Ordinary Shares, par value $0.0001 per share | |
| (Title of Class of Securities) | |
|
G52131110 | |
| (CUSIP Number) | |
|
December 31, 2022 | |
| (Date of Event Which Requires Filing of this Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
| (Page 1 of 8 Pages) | |
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G52131110 | 13G | Page 2 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS Owl Creek Asset Management, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||||
| 3 | SEC USE ONLY | |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER - 0 - | ||||
| 6 |
SHARED VOTING POWER 475,000 | |||||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||||
| 8 |
SHARED DISPOSITIVE POWER 475,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.7% | |||||
| 12 |
TYPE OF REPORTING PERSON PN | |||||
| CUSIP No. G52131110 | 13G | Page 3 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS Jeffrey A. Altman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||||
| 3 | SEC USE ONLY | |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER - 0 - | ||||
| 6 |
SHARED VOTING POWER 475,000 | |||||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||||
| 8 |
SHARED DISPOSITIVE POWER 475,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.7% | |||||
| 12 |
TYPE OF REPORTING PERSON IN | |||||
| CUSIP No. G52131110 | 13G | Page 4 of 8 Pages |
| Item 1(a). | NAME OF ISSUER: |
| The name of the issuer is Kairous Acquisition Corp. Limited. (the "Issuer"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
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The Issuer's principal executive offices are located at Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia 60000.
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| Item 2(a). | NAME OF PERSON FILING: |
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(i) Owl Creek Asset Management, L.P., a Delaware limited partnership and the investment manager of Owl Creek Credit Opportunities Master Fund, Ltd. and a sub-advisor to a certain sub-account (collectively, the "Owl Creek Fund and Account"), with respect to the Ordinary Shares owned by the Owl Creek Fund and Account; and (ii) Jeffrey A. Altman ("Mr. Altman"), as managing member of the general partner of Owl Creek Asset Management, L.P., with respect to the Ordinary Shares owned by the Owl Creek Fund and Account.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares reported herein. | |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the principal business office of each of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York, NY 10019. |
| Item 2(c). | CITIZENSHIP: |
| Owl Creek Asset Management, L.P. is a limited partnership organized under the laws of the State of Delaware. Mr. Altman is a United States citizen. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Ordinary shares, par value $0.0001 per share (the "Ordinary Shares"). |
| Item 2(e). | CUSIP NUMBER: |
| G52131110 |
| CUSIP No. G52131110 | 13G | Page 5 of 8 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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| (g) | ¨ |
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | ¨ |
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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| (j) | ¨ | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). | |
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _____________________________________ | |||
| Item 4. | OWNERSHIP: |
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The percentages set forth herein are calculated based upon 4,435,959 Ordinary Shares outstanding which was calculated based upon (i) 10,146,143 Ordinary Shares outstanding as of November 18, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed with the Securities and Exchange Commission on November 18, 2022 and (ii) the redemption of 5,710,184 Ordinary Shares by the Issuer’s shareholders, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2022.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: |
| Not applicable. |
| CUSIP No. G52131110 | 13G | Page 6 of 8 Pages |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: |
| See Item 2. The Owl Creek Fund and Account have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares reported herein. The Owl Creek Fund has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Ordinary Shares. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP: |
| Not applicable. |
| Item 10. | CERTIFICATION: |
| Not applicable. | |
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| CUSIP No. G52131110 | 13G | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 9, 2023
| /s/ Jeffrey A. Altman | |
| Jeffrey A. Altman, individually and as managing member of the general partner of Owl Creek Asset Management, L.P. | |
| CUSIP No. G52131110 | 13G | Page 8 of 8 Pages |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: February 9, 2023
| /s/ Jeffrey A. Altman | |
| Jeffrey A. Altman, individually and as managing member of the general partner of Owl Creek Asset Management, L.P. | |