{"version":"company-facts.v1","source":"https://secwatch.observer","generated_at":"2026-07-11T16:07:01.669886+00:00","company":{"ticker":"KACLF","cik":1865468,"company_name":"Kairous Acquisition Corp. Ltd"},"pagination":{"limit":100,"returned":39,"next_cursor":null},"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer","counterparties":{"contract_counterparty":[{"display_name":"Kairous Asia Limited","detail":"other","count":7,"first_seen":"2023-05-12T23:59:59+00:00","last_seen":"2024-04-16T23:59:59+00:00","evidence_fact_ids":[61657,74298,74299,87135,112310,153023,153024]},{"display_name":"Continental Stock Transfer & Trust Company","detail":"other","count":2,"first_seen":"2022-12-08T23:59:59+00:00","last_seen":"2023-12-20T23:59:59+00:00","evidence_fact_ids":[87134,192504]},{"display_name":"Wellous Group Limited","detail":"merger","count":1,"first_seen":"2023-06-26T23:59:59+00:00","last_seen":"2023-06-26T23:59:59+00:00","evidence_fact_ids":[135558]},{"display_name":"Wellous Group Limited, the shareholders of the Company, the principal beneficial owners of the Company, KAC Merger Sub 1, KAC Merger Sub 2","detail":"merger","count":1,"first_seen":"2022-12-13T23:59:59+00:00","last_seen":"2022-12-13T23:59:59+00:00","evidence_fact_ids":[191635]}],"lender":[{"display_name":"Kairous Asia Limited","detail":"loan","count":15,"first_seen":"2022-12-16T23:59:59+00:00","last_seen":"2025-04-17T23:59:59+00:00","evidence_fact_ids":[61658,65979,81396,87136,94784,103877,107200,113429,119820,123597,133186,138738,144569,172278,190782]}]},"facts":[{"fact_type":"executive_change","fact_key":"7e5bd839e3","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2025-06-12T23:59:59+00:00","payload":{"action":"resigned","action_category":"departure","departure_tone":"routine","effective_date":"2025-06-06","interim":false,"role":"Chief Financial Officer and Executive Director","role_category":"other_named_officer","successor_name":null,"successor_named":false},"claim":"Usanee Lekvanichkul resigned as Chief Financial Officer and Executive Director at Kairous Acquisition Corp. Ltd.","evidence_excerpt":"On June 5, 2025, Usanee Lekvanichkul submitted her resignation, effective as of June 6, 2025, from her positions as Chief Financial Officer and Executive Director of Kairous Acquisition Corp. Limited (the “Company”).","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001641172-25-014809","anchor_url":"https://secwatch.observer/filing/0001641172-25-014809#claim-7e5bd839e3","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000164117225014809/0001641172-25-014809-index.htm"},{"fact_type":"debt_financing","fact_key":"34ee139b18e7cf6ddb54223d4a4b2a919b24b92f","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2025-04-17T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited (Sponsor)","effective_date":"2025-04-16","event":"incurrence","instrument_type":"loan","interest_rate_text":"does not bear interest","item_codes_triggered":["2.03"],"maturity_text":"upon the closing of a business combination","principal_text":"$50,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $50,000 with Kairous Asia Limited (Sponsor) at does not bear interest maturing upon the closing of a business combination.","evidence_excerpt":"On April 16, 2025, Kairous Acquisition Corp. Limited (the \"Company\" or \"Kairous\") 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\")","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001641172-25-005159","anchor_url":"https://secwatch.observer/filing/0001641172-25-005159#claim-34ee139b18e7cf6ddb54223d4a4b2a919b24b92f","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000164117225005159/0001641172-25-005159-index.htm"},{"fact_type":"debt_financing","fact_key":"9fc894872c870d8ecd8c9997c2f38099fd489a61","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2025-03-18T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2025-03-14","event":"incurrence","instrument_type":"loan","interest_rate_text":"does not bear interest","item_codes_triggered":["2.03"],"maturity_text":"upon the closing of a business combination by the Company","principal_text":"$50,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $50,000 with Kairous Asia Limited at does not bear interest maturing upon the closing of a business combination by the Company.","evidence_excerpt":"On March 14, 2025, Kairous Acquisition Corp. Limited (the “Company” or “Kairous”) 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","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-25-010811","anchor_url":"https://secwatch.observer/filing/0001493152-25-010811#claim-9fc894872c870d8ecd8c9997c2f38099fd489a61","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315225010811/0001493152-25-010811-index.htm"},{"fact_type":"debt_financing","fact_key":"fbb7184c987fd342ee59f2c16be80e1dcafd7bae","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2025-02-18T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2025-02-14","event":"incurrence","instrument_type":"loan","interest_rate_text":null,"item_codes_triggered":["2.03"],"maturity_text":"matures upon the closing of a business combination by the Company","principal_text":"$50,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $50,000 with Kairous Asia Limited maturing matures upon the closing of a business combination by the Company.","evidence_excerpt":"On February 14, 2025, Kairous Acquisition Corp. Limited (the \"Company\" or \"Kairous\") 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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-25-007207","anchor_url":"https://secwatch.observer/filing/0001493152-25-007207#claim-fbb7184c987fd342ee59f2c16be80e1dcafd7bae","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315225007207/0001493152-25-007207-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"88e180109fddd475b398de37a1923bd89fa53c2b","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2024-12-18T23:59:59+00:00","payload":{"company_response":"will not appeal","compliance_status":"delisting_pending","cure_deadline":null,"deficiency_type":"other","delisting_effective_date":"2024-12-23","exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":null,"notice_date":"2024-12-16","notice_type":"delisting_notice","plan_due_date":null,"raw_rule_text":"Nasdaq Interpretive Material IM-5101-2","reported_value":null,"rule_numbers":["IM-5101-2"],"rules_cited_in_text":true},"claim":"Kairous Acquisition Corp. Ltd received a nasdaq delisting notice notice regarding other (rules IM-5101-2).","evidence_excerpt":"December 16, 2024 from the Nasdaq Stock Market LLC (“Nasdaq”),\nstating that the Company did not comply with Nasdaq Interpretive Material IM-5101-2, and that its securities are now subject to delisting.\nThe Company’s registration statement, filed in connection with the Company’s IPO, became effective on December 13, 2021.\nPursuant to IM-5101-2, the Company, a special purpose acquisition company, must complete one or more business combinations within 36\nmonths of the effectiveness of its IPO registration statement. Since the Company did not complete its initial business combination by\nDecember 1","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-050541","anchor_url":"https://secwatch.observer/filing/0001493152-24-050541#claim-88e180109fddd475b398de37a1923bd89fa53c2b","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315224050541/0001493152-24-050541-index.htm"},{"fact_type":"governance_change","fact_key":"9b613b46fc0236770b8e98c2ea2719a523276b90","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2024-12-18T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2024-12-16","item_codes_triggered":["5.03"],"summary_text":"Extended the deadline to complete a business combination from December 16, 2024 to June 16, 2025 through six monthly one-month extensions"},"claim":"Kairous Acquisition Corp. Ltd: Extended the deadline to complete a business combination from December 16, 2024 to June 16, 2025 through six monthly one-month extensions (effective 2024-12-16).","evidence_excerpt":"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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-050542","anchor_url":"https://secwatch.observer/filing/0001493152-24-050542#claim-9b613b46fc0236770b8e98c2ea2719a523276b90","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315224050542/0001493152-24-050542-index.htm"},{"fact_type":"debt_financing","fact_key":"d07fedd71df16d423ce306f2ccd9d4bf716df9b2","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2024-04-16T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2024-04-12","event":"incurrence","instrument_type":"loan","interest_rate_text":"does not bear interest","item_codes_triggered":["2.03"],"maturity_text":"matures upon the closing of a business combination by the Company","principal_text":"$50,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $50,000 with Kairous Asia Limited at does not bear interest maturing matures upon the closing of a business combination by the Company.","evidence_excerpt":"On April 12, 2024, Kairous Acquisition Corp. Limited (the “Company” or “Kairous”) 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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-014815","anchor_url":"https://secwatch.observer/filing/0001493152-24-014815#claim-d07fedd71df16d423ce306f2ccd9d4bf716df9b2","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315224014815/0001493152-24-014815-index.htm"},{"fact_type":"material_agreement","fact_key":"9b566427670ed3276fc9eaf7fdbbaddcc5d59c4e","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2024-04-16T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Note","agreement_type":"notes_offering","counterparty":"Kairous Asia Limited","effective_date":"2024-04-12","item_codes_triggered":["1.01"],"value_text":"aggregate principal amount of $50,000"},"claim":"Kairous Acquisition Corp. Ltd entered into Note with Kairous Asia Limited valued at aggregate principal amount of $50,000 (effective 2024-04-12).","evidence_excerpt":"On April 12, 2024, Kairous Acquisition Corp. Limited (the “Company” or “Kairous”) 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”)","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-014815","anchor_url":"https://secwatch.observer/filing/0001493152-24-014815#claim-9b566427670ed3276fc9eaf7fdbbaddcc5d59c4e","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315224014815/0001493152-24-014815-index.htm"},{"fact_type":"debt_financing","fact_key":"b0db937b432f3556c6c832fd41c871b0f0297a91","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2024-03-20T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2024-03-15","event":"incurrence","instrument_type":"loan","interest_rate_text":"does not bear interest","item_codes_triggered":["2.03"],"maturity_text":"upon the closing of a business combination","principal_text":"$50,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $50,000 with Kairous Asia Limited at does not bear interest maturing upon the closing of a business combination.","evidence_excerpt":"On March 15, 2024, Kairous Acquisition Corp. Limited (the “Company” or “Kairous”) 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.","confidence":0.98,"filing_url":"https://secwatch.observer/filing/0001493152-24-010616","anchor_url":"https://secwatch.observer/filing/0001493152-24-010616#claim-b0db937b432f3556c6c832fd41c871b0f0297a91","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315224010616/0001493152-24-010616-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"e0dc93db0a260003c22572edd717186d97573f05","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2024-02-29T23:59:59+00:00","payload":{"company_response":"Company believes notice was sent by mistake; counsel discussed with Staff; Staff approved transfer to Capital Market.","compliance_status":"resolved","cure_deadline":"2023-10-02","deficiency_type":"market_value","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":null,"notice_date":"2024-02-23","notice_type":"deficiency_notice","plan_due_date":null,"raw_rule_text":null,"reported_value":null,"rule_numbers":["5450(b)(2)(A)"],"rules_cited_in_text":true},"claim":"Kairous Acquisition Corp. Ltd received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A)).","evidence_excerpt":"February 23, 2024, the Company received a written notification from Staff dated February 23, 2024 (the “February Notice”). The February Notice indicated that the Company did not meet\nthe $50,000,000 minimum market value of listed securities required to maintain continued listing as set forth in Nasdaq Marketplace Rule\n5450(b)(2)(A) for the 30-business day period ended February 22, 2024. The\nCompany believes that the February Notice\nwas sent by mistake, and on February 23, 2024 the Company’s counsel discussed the issue with\nthe Staff. On\nFebruary 28, 2024, the Company received another written n","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-008387","anchor_url":"https://secwatch.observer/filing/0001493152-24-008387#claim-e0dc93db0a260003c22572edd717186d97573f05","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315224008387/0001493152-24-008387-index.htm"},{"fact_type":"material_agreement","fact_key":"2ceecc9a5c8d1ea0753a5ecf81483e445d416f49","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2024-02-16T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Amendment","agreement_type":"notes_offering","counterparty":"Kairous Asia Limited","effective_date":"2024-02-13","item_codes_triggered":["1.01"],"value_text":null},"claim":"Kairous Acquisition Corp. Ltd amended Amendment with Kairous Asia Limited (effective 2024-02-13).","evidence_excerpt":"On February 13, 2024, the Company and the Sponsor entered in to another amendment (the “Amendment”) to the Working Capital Note to extend the maturity date of the original Working Capital Note to the earlier of (i) December 16, 2024 or (ii) the consummation of the initial business combination.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-007004","anchor_url":"https://secwatch.observer/filing/0001493152-24-007004#claim-2ceecc9a5c8d1ea0753a5ecf81483e445d416f49","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315224007004/0001493152-24-007004-index.htm"},{"fact_type":"material_agreement","fact_key":"f248a7b1ec458a9e640bf7df458b8e342202d7ff","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2024-02-16T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Note","agreement_type":"notes_offering","counterparty":"Kairous Asia Limited","effective_date":"2024-02-12","item_codes_triggered":["1.01"],"value_text":"$50,000"},"claim":"Kairous Acquisition Corp. Ltd entered into Note with Kairous Asia Limited valued at $50,000 (effective 2024-02-12).","evidence_excerpt":"On February 12, 2024, Kairous Acquisition Corp. Limited (the “Company” or “Kairous”) 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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-007004","anchor_url":"https://secwatch.observer/filing/0001493152-24-007004#claim-f248a7b1ec458a9e640bf7df458b8e342202d7ff","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315224007004/0001493152-24-007004-index.htm"},{"fact_type":"debt_financing","fact_key":"4102c53a7eaf41bbf393ca9930b3782b19dc97ad","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2024-01-16T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2024-01-10","event":"incurrence","instrument_type":"loan","interest_rate_text":"does not bear interest","item_codes_triggered":["2.03"],"maturity_text":"upon the closing of a business combination by the Company","principal_text":"$50,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $50,000 with Kairous Asia Limited at does not bear interest maturing upon the closing of a business combination by the Company.","evidence_excerpt":"On January 10, 2024, Kairous Acquisition Corp. Limited (the “Company” or “Kairous”) 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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-24-002478","anchor_url":"https://secwatch.observer/filing/0001493152-24-002478#claim-4102c53a7eaf41bbf393ca9930b3782b19dc97ad","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315224002478/0001493152-24-002478-index.htm"},{"fact_type":"governance_change","fact_key":"8fd1534b3473f5a1ad3099c85ab6900563413619","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-12-20T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2023-12-15","item_codes_triggered":["5.03"],"summary_text":"Amended and restated memorandum and articles of association to extend the business combination deadline up to twelve times from December 16, 2023 to December 16, 2024"},"claim":"Kairous Acquisition Corp. Ltd: Amended and restated memorandum and articles of association to extend the business combination deadline up to twelve times from December 16, 2023 to December 16, 2024 (effective 2023-12-15).","evidence_excerpt":"the Company filed the third amended and restated memorandum and articles of association on December 15, 2023 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-045578","anchor_url":"https://secwatch.observer/filing/0001493152-23-045578#claim-8fd1534b3473f5a1ad3099c85ab6900563413619","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm"},{"fact_type":"shareholder_vote","fact_key":"14449f4adc6fc78ad374fb7a56675835d09d1a12","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-12-20T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-12-14","outcome":"passed","proposal_text":"Amend investment management trust agreement to allow extension of business combination deadline from December 16, 2023 to December 16, 2024 upon deposit of $50,000 per monthly extension","proposal_type":"merger_approval","results":[{"broker_non_votes":null,"subject":null,"votes_abstain":"0","votes_against":"208,000","votes_for":"3,548,272","votes_withheld":null}]},"claim":"Kairous Acquisition Corp. Ltd shareholders approved Amend investment management trust agreement to allow extension of business combination deadline from December 16, 2023 to December 16, 2024 upon deposit of $50,000 per monthly extension at the 2023-12-14 meeting.","evidence_excerpt":"Shareholders approved the proposal to amend the Company’s investment management trust agreement, dated December 13, 2021, as amended on December 7, 2022, 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 twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024; 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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-045578","anchor_url":"https://secwatch.observer/filing/0001493152-23-045578#claim-14449f4adc6fc78ad374fb7a56675835d09d1a12","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm"},{"fact_type":"shareholder_vote","fact_key":"e38558d7beb8ff552c9bcbeed297896cb01b3942","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-12-20T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-12-14","outcome":"passed","proposal_text":"Amend second amended and restated memorandum and articles of association to extend business combination deadline from December 16, 2023 to December 16, 2024 in twelve monthly increments","proposal_type":"charter_amendment","results":[{"broker_non_votes":null,"subject":null,"votes_abstain":"0","votes_against":"208,000","votes_for":"3,548,272","votes_withheld":null}]},"claim":"Kairous Acquisition Corp. Ltd shareholders approved Amend second amended and restated memorandum and articles of association to extend business combination deadline from December 16, 2023 to December 16, 2024 in twelve monthly increments at the 2023-12-14 meeting.","evidence_excerpt":"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 twelve (12) times for an additional one (1) month each time from December 16, 2023 (the “Current Termination Date”) to December 16, 2024.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-045578","anchor_url":"https://secwatch.observer/filing/0001493152-23-045578#claim-e38558d7beb8ff552c9bcbeed297896cb01b3942","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm"},{"fact_type":"debt_financing","fact_key":"48206a669c3fc8e4dedb8aa8d09277d1478e1291","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-12-20T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2023-12-15","event":"incurrence","instrument_type":"senior_notes","interest_rate_text":"does not bear interest","item_codes_triggered":["2.03"],"maturity_text":"matures upon the closing of a business combination by the Company","principal_text":"$50,000"},"claim":"Kairous Acquisition Corp. Ltd incurred senior notes of $50,000 with Kairous Asia Limited at does not bear interest maturing matures upon the closing of a business combination by the Company.","evidence_excerpt":"On December 15, 2023, 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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-045578","anchor_url":"https://secwatch.observer/filing/0001493152-23-045578#claim-48206a669c3fc8e4dedb8aa8d09277d1478e1291","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm"},{"fact_type":"material_agreement","fact_key":"e212a34398e3e08c0c7b496b2bfdb3797dd61758","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-12-20T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Note","agreement_type":"other","counterparty":"Kairous Asia Limited","effective_date":"2023-12-15","item_codes_triggered":["1.01"],"value_text":"$50,000"},"claim":"Kairous Acquisition Corp. Ltd entered into Note with Kairous Asia Limited valued at $50,000 (effective 2023-12-15).","evidence_excerpt":"On December 15, 2023, 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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-045578","anchor_url":"https://secwatch.observer/filing/0001493152-23-045578#claim-e212a34398e3e08c0c7b496b2bfdb3797dd61758","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm"},{"fact_type":"material_agreement","fact_key":"1a28381625bd196dbf2fa13f9a4ea8c7a8d72685","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-12-20T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Trust Amendment","agreement_type":"other","counterparty":"Continental Stock Transfer & Trust Company","effective_date":"2023-12-15","item_codes_triggered":["1.01"],"value_text":null},"claim":"Kairous Acquisition Corp. Ltd amended Trust Amendment with Continental Stock Transfer & Trust Company (effective 2023-12-15).","evidence_excerpt":"Kairous Acquisition Corp. Limited (the “Company” or “Kairous”) entered into an amendment, dated December 15, 2023 (the “Trust Amendment”) to the investment management trust agreement, dated December 13, 2021, as amended on December 7, 2022, with Continental Stock Transfer & Trust Company.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-045578","anchor_url":"https://secwatch.observer/filing/0001493152-23-045578#claim-1a28381625bd196dbf2fa13f9a4ea8c7a8d72685","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm"},{"fact_type":"debt_financing","fact_key":"5c08d76c15431aaa79ed85b6228e562e1c9ce05f","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-11-13T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2023-11-10","event":"incurrence","instrument_type":"loan","interest_rate_text":"does not bear interest","item_codes_triggered":["2.03"],"maturity_text":"upon the closing of a business combination","principal_text":"$120,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $120,000 with Kairous Asia Limited at does not bear interest maturing upon the closing of a business combination.","evidence_excerpt":"On November 10, 2023, Kairous Acquisition Corp. Limited (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $120,000 (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.","confidence":1.0,"filing_url":"https://secwatch.observer/filing/0001493152-23-040332","anchor_url":"https://secwatch.observer/filing/0001493152-23-040332#claim-5c08d76c15431aaa79ed85b6228e562e1c9ce05f","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223040332/0001493152-23-040332-index.htm"},{"fact_type":"debt_financing","fact_key":"834c61950f99e31e8438f6da53674a70cd058277","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-10-12T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2023-10-10","event":"incurrence","instrument_type":"loan","interest_rate_text":null,"item_codes_triggered":["2.03"],"maturity_text":"upon the closing of a business combination by the Company","principal_text":"$120,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $120,000 with Kairous Asia Limited maturing upon the closing of a business combination by the Company.","evidence_excerpt":"On October 10, 2023, Kairous Acquisition Corp. Limited (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $120,000 (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.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001493152-23-036995","anchor_url":"https://secwatch.observer/filing/0001493152-23-036995#claim-834c61950f99e31e8438f6da53674a70cd058277","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223036995/0001493152-23-036995-index.htm"},{"fact_type":"material_agreement","fact_key":"abee296680fd8b406e8e2b493f154fcb4dd754bd","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-09-21T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Amendment","agreement_type":"other","counterparty":"Kairous Asia Limited","effective_date":"2023-09-18","item_codes_triggered":["1.01"],"value_text":null},"claim":"Kairous Acquisition Corp. Ltd amended Amendment with Kairous Asia Limited (effective 2023-09-18).","evidence_excerpt":"On September 18, 2023, the Company and the Sponsor entered in to another amendment to the Working Capital Note (the “Amendment”), whereby the Sponsor and the Company agreed that the Working Capital Note shall be payable on the earlier of: (i) December 16, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Working Capital Note into ordinary shares of the Company concurrently with the closing of a business combination at a price of $10.10 per share.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-033335","anchor_url":"https://secwatch.observer/filing/0001493152-23-033335#claim-abee296680fd8b406e8e2b493f154fcb4dd754bd","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223033335/0001493152-23-033335-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"d1fd9d7c77a4e77c8f19c5b202c5a56768a38b08","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-09-14T23:59:59+00:00","payload":{"company_response":"The Company intends to submit a plan to regain compliance within the required timeframe.","compliance_status":"deficient","cure_deadline":null,"deficiency_type":"other","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":"at least 400 public holders","notice_date":"2023-09-12","notice_type":"deficiency_notice","plan_due_date":"2023-10-27","raw_rule_text":"Listing Rule 5450(a)(2)","reported_value":null,"rule_numbers":["5450(a)(2)"],"rules_cited_in_text":true},"claim":"Kairous Acquisition Corp. Ltd received a nasdaq deficiency notice notice regarding other (rules 5450(a)(2)).","evidence_excerpt":"September 12, 2023, Kairous Acquisition Corp. Limited (the “Company”) received a written notice (the “September Notice”)\nfrom the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not\nin compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 public holders for continued listing on the\nNasdaq Global Market (the “Minimum Public Holders Rule”). The September Notice is only a notification of deficiency, not\nof imminent delisting, and has no current effect on the listing or trading of the Company’s securi","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-032621","anchor_url":"https://secwatch.observer/filing/0001493152-23-032621#claim-d1fd9d7c77a4e77c8f19c5b202c5a56768a38b08","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223032621/0001493152-23-032621-index.htm"},{"fact_type":"debt_financing","fact_key":"85878b8b51dae314292240e93e9e40cfe364a443","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-09-14T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2023-09-11","event":"incurrence","instrument_type":"loan","interest_rate_text":"does not bear interest","item_codes_triggered":["2.03"],"maturity_text":"upon the closing of a business combination by the Company","principal_text":"$120,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $120,000 with Kairous Asia Limited at does not bear interest maturing upon the closing of a business combination by the Company.","evidence_excerpt":"On September 11, 2023, Kairous Acquisition Corp. Limited (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $120,000 (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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-032573","anchor_url":"https://secwatch.observer/filing/0001493152-23-032573#claim-85878b8b51dae314292240e93e9e40cfe364a443","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223032573/0001493152-23-032573-index.htm"},{"fact_type":"debt_financing","fact_key":"e870710a4dc094d01eafd4100492e9b1ad22150c","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-08-14T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2023-08-10","event":"incurrence","instrument_type":"loan","interest_rate_text":"does not bear interest","item_codes_triggered":["2.03"],"maturity_text":"matures upon the closing of a business combination","principal_text":"$120,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $120,000 with Kairous Asia Limited at does not bear interest maturing matures upon the closing of a business combination.","evidence_excerpt":"On August 10, 2023, Kairous Acquisition Corp. Limited (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $120,000 (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.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001493152-23-028468","anchor_url":"https://secwatch.observer/filing/0001493152-23-028468#claim-e870710a4dc094d01eafd4100492e9b1ad22150c","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223028468/0001493152-23-028468-index.htm"},{"fact_type":"debt_financing","fact_key":"5cd15a528c2b9dd73d8ebbb050450d28ee380e56","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-07-07T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2023-06-30","event":"incurrence","instrument_type":"loan","interest_rate_text":"does not bear interest","item_codes_triggered":["2.03"],"maturity_text":"matures upon the closing of a business combination by the Company","principal_text":"$120,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $120,000 with Kairous Asia Limited at does not bear interest maturing matures upon the closing of a business combination by the Company.","evidence_excerpt":"On June 30, 2023, Kairous Acquisition Corp. Limited (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $120,000 (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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-023978","anchor_url":"https://secwatch.observer/filing/0001493152-23-023978#claim-5cd15a528c2b9dd73d8ebbb050450d28ee380e56","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223023978/0001493152-23-023978-index.htm"},{"fact_type":"material_agreement","fact_key":"6dd2cedaffe2457ac0e493c7a8eb80857980f2cd","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-06-26T23:59:59+00:00","payload":{"action":"termination","agreement_name":"Agreement and Plan of Merger","agreement_type":"merger","counterparty":"Wellous Group Limited","effective_date":"2023-06-22","item_codes_triggered":["1.02"],"value_text":null},"claim":"Kairous Acquisition Corp. Ltd terminated Agreement and Plan of Merger with Wellous Group Limited (effective 2023-06-22).","evidence_excerpt":"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.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001493152-23-022491","anchor_url":"https://secwatch.observer/filing/0001493152-23-022491#claim-6dd2cedaffe2457ac0e493c7a8eb80857980f2cd","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223022491/0001493152-23-022491-index.htm"},{"fact_type":"debt_financing","fact_key":"8d0e949172b0625e9366851d0f1e6c1145363343","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-06-15T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2023-06-09","event":"incurrence","instrument_type":"loan","interest_rate_text":"The Note does not bear interest","item_codes_triggered":["2.03"],"maturity_text":"matures upon the closing of a business combination by the Company","principal_text":"$120,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $120,000 with Kairous Asia Limited at The Note does not bear interest maturing matures upon the closing of a business combination by the Company.","evidence_excerpt":"On June 9, 2023, Kairous Acquisition Corp. Limited (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $120,000 (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.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001493152-23-021359","anchor_url":"https://secwatch.observer/filing/0001493152-23-021359#claim-8d0e949172b0625e9366851d0f1e6c1145363343","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223021359/0001493152-23-021359-index.htm"},{"fact_type":"material_agreement","fact_key":"887a6e6e1859a276beaa287de9eb2d53ab6ea27c","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-05-12T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Extension Notes","agreement_type":"other","counterparty":"Kairous Asia Limited (the Sponsor)","effective_date":"2023-05-10","item_codes_triggered":["1.01"],"value_text":null},"claim":"Kairous Acquisition Corp. Ltd amended Extension Notes with Kairous Asia Limited (the Sponsor) (effective 2023-05-10).","evidence_excerpt":"On May 10, 2023, the Company and the Sponsor entered in to an amendment to Extension Notes in respect of each of the Extension Notes so as to amend certain terms of the Extension Notes","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-016670","anchor_url":"https://secwatch.observer/filing/0001493152-23-016670#claim-887a6e6e1859a276beaa287de9eb2d53ab6ea27c","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223016670/0001493152-23-016670-index.htm"},{"fact_type":"material_agreement","fact_key":"314d7456d3a24c86d5b0da6c6fa065a7484db24b","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-05-12T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Working Capital Note","agreement_type":"other","counterparty":"Kairous Asia Limited (the Sponsor)","effective_date":"2023-05-10","item_codes_triggered":["1.01"],"value_text":null},"claim":"Kairous Acquisition Corp. Ltd amended Working Capital Note with Kairous Asia Limited (the Sponsor) (effective 2023-05-10).","evidence_excerpt":"On May 10, 2023, the Company and the Sponsor entered in to an amendment to the Working Capital Note so as to amend certain terms of the Working Capital Note","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-016670","anchor_url":"https://secwatch.observer/filing/0001493152-23-016670#claim-314d7456d3a24c86d5b0da6c6fa065a7484db24b","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223016670/0001493152-23-016670-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"c1deaf28642c95a32a306edbae07b3602ef409fb","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-04-05T23:59:59+00:00","payload":{"company_response":null,"compliance_status":"plan_due","cure_deadline":null,"deficiency_type":"market_value","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":null,"notice_date":"2023-04-03","notice_type":"deficiency_notice","plan_due_date":null,"raw_rule_text":null,"reported_value":null,"rule_numbers":["5450(b)(2)(A)"],"rules_cited_in_text":true},"claim":"Kairous Acquisition Corp. Ltd received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A)).","evidence_excerpt":"April 3, 2023, Kairous Acquisition\nCorp. Limited (the “Company”) received a written notification from the Listing Qualifications Department of The Nasdaq Stock\nMarket LLC (“Nasdaq”). The notification indicated that the Company did not meet the $50,000,000 minimum market value of listed\nsecurities (“MVLS”) required to maintain continued listing as set forth in Nasdaq Marketplace Rule 5450(b)(2)(A) for the 30-business\nday period ended March 31, 2023. Under applicable Nasdaq rules,\nthe Company will have 180 calendar days from the date of the notification, or until October 2, 2023, to regain compl","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001493152-23-010902","anchor_url":"https://secwatch.observer/filing/0001493152-23-010902#claim-c1deaf28642c95a32a306edbae07b3602ef409fb","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223010902/0001493152-23-010902-index.htm"},{"fact_type":"debt_financing","fact_key":"d0fa6a3b9453701b23bcf374160954cd4e832882","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2023-03-13T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2023-03-10","event":"incurrence","instrument_type":"loan","interest_rate_text":"does not bear interest","item_codes_triggered":["2.03"],"maturity_text":"upon the closing of a business combination","principal_text":"$360,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $360,000 with Kairous Asia Limited at does not bear interest maturing upon the closing of a business combination.","evidence_excerpt":"On March 10, 2023, Kairous Acquisition Corp. Limited (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $360,000 (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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-23-007401","anchor_url":"https://secwatch.observer/filing/0001493152-23-007401#claim-d0fa6a3b9453701b23bcf374160954cd4e832882","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315223007401/0001493152-23-007401-index.htm"},{"fact_type":"debt_financing","fact_key":"e48825033c8b74a8ee4419f748ab60bb7bd54f60","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2022-12-16T23:59:59+00:00","payload":{"counterparty":"Kairous Asia Limited","effective_date":"2022-12-14","event":"incurrence","instrument_type":"loan","interest_rate_text":null,"item_codes_triggered":["2.03"],"maturity_text":"upon the closing of a business combination","principal_text":"$360,000"},"claim":"Kairous Acquisition Corp. Ltd incurred loan of $360,000 with Kairous Asia Limited maturing upon the closing of a business combination.","evidence_excerpt":"On December 14, 2022, Kairous Acquisition Corp. Limited (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $360,000 (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.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-22-035675","anchor_url":"https://secwatch.observer/filing/0001493152-22-035675#claim-e48825033c8b74a8ee4419f748ab60bb7bd54f60","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315222035675/0001493152-22-035675-index.htm"},{"fact_type":"material_agreement","fact_key":"096b359f9e2bd5919849dca39b7baed451e6aedb","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2022-12-13T23:59:59+00:00","payload":{"action":"entry","agreement_name":"\"Merger Agreement\"","agreement_type":"merger","counterparty":"Wellous Group Limited, the shareholders of the Company, the principal beneficial owners of the Company, KAC Merger Sub 1, KAC Merger Sub 2","effective_date":"2022-12-09","item_codes_triggered":["1.01"],"value_text":"$270,000,000"},"claim":"Kairous Acquisition Corp. Ltd entered into \"Merger Agreement\" with Wellous Group Limited, the shareholders of the Company, the principal beneficial owners of the Company, KAC Merger Sub 1, KAC Merger Sub 2 valued at $270,000,000 (effective 2022-12-09).","evidence_excerpt":"On December 9, 2022, Kairous Acquisition Corp. Limited, a Cayman Islands exempted company (“ KACL ” or “ Parent ”), entered into that certain Agreement and Plan of Merger (as 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 ”), Wellous Group Limited, a Cayman Islands exempted company (the “ Company ”), the shareholders of the Company (each, a “ Shareholder ” and collectively, the “ Shareholders ”), and the principal beneficial owners of the Company (the “ Principal Owners ”), 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","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-22-035243","anchor_url":"https://secwatch.observer/filing/0001493152-22-035243#claim-096b359f9e2bd5919849dca39b7baed451e6aedb","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315222035243/0001493152-22-035243-index.htm"},{"fact_type":"governance_change","fact_key":"edb7d0ca63990300b8fb98eb9db8e1d505cd5bd5","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2022-12-08T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2022-12-07","item_codes_triggered":["5.03"],"summary_text":"Company filed an amended and restated memorandum and articles of association to extend the deadline to complete a business combination up to eight times through December 16, 2023."},"claim":"Kairous Acquisition Corp. Ltd: Company filed an amended and restated memorandum and articles of association to extend the deadline to complete a business combination up to eight times through December 16, 2023 (effective 2022-12-07).","evidence_excerpt":"As approved by its shareholders at the Meeting on December 2, 2022, the Company filed an amended and restated memorandum and articles of association on December 7, 2022 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to eight (8) times, as follows: (i) two (2) times for an additional three (3) months each time from December 16, 2022 to June 16, 2023, followed by (ii) six (6) times for an additional one (1) month each time from June 16, 2023 to December 16, 2023.","confidence":1.0,"filing_url":"https://secwatch.observer/filing/0001493152-22-034898","anchor_url":"https://secwatch.observer/filing/0001493152-22-034898#claim-edb7d0ca63990300b8fb98eb9db8e1d505cd5bd5","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315222034898/0001493152-22-034898-index.htm"},{"fact_type":"shareholder_vote","fact_key":"8d2484a35be178680e84136fc731c7a4707cba5d","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2022-12-08T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2022-12-02","outcome":"passed","proposal_text":"Election of six directors","proposal_type":"director_election","results":[{"broker_non_votes":null,"subject":"Joseph Lee Moh Hon","votes_abstain":"247,661","votes_against":"0","votes_for":"7,305,754","votes_withheld":null},{"broker_non_votes":null,"subject":"Philip Wong Cheung Wang","votes_abstain":"278,357","votes_against":"0","votes_for":"7,275,058","votes_withheld":null},{"broker_non_votes":null,"subject":"Steve Hsia Hsien-Chieng","votes_abstain":"226,294","votes_against":"0","votes_for":"7,327,121","votes_withheld":null},{"broker_non_votes":null,"subject":"Dato Seri C. H. Leong","votes_abstain":"226,294","votes_against":"0","votes_for":"7,327,121","votes_withheld":null},{"broker_non_votes":null,"subject":"Ng Kim Kiat","votes_abstain":"278,357","votes_against":"0","votes_for":"7,275,058","votes_withheld":null},{"broker_non_votes":null,"subject":"Ang Siak Keng","votes_abstain":"255,044","votes_against":"0","votes_for":"7,298,371","votes_withheld":null}]},"claim":"Kairous Acquisition Corp. Ltd shareholders approved Election of six directors at the 2022-12-02 meeting.","evidence_excerpt":"3. Election of Directors Shareholders elected all of the six nominees for directors to serve until the next annual meeting of shareholders. The voting results were as follows: FOR AGAINST ABSTAIN Joseph Lee Moh Hon 7,305,754 0 247,661 Philip Wong Cheung Wang 7,275,058 0 278,357 Steve Hsia Hsien-Chieng 7,327,121 0 226,294 Dato Seri C. H. Leong 7,327,121 0 226,294 Ng Kim Kiat 7,275,058 0 278,357 Ang Siak Keng 7,298,371 0 255,044","confidence":1.0,"filing_url":"https://secwatch.observer/filing/0001493152-22-034898","anchor_url":"https://secwatch.observer/filing/0001493152-22-034898#claim-8d2484a35be178680e84136fc731c7a4707cba5d","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315222034898/0001493152-22-034898-index.htm"},{"fact_type":"shareholder_vote","fact_key":"9814ccaf7a03cfad43f8c14c0b4b4b5b0ad61559","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2022-12-08T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2022-12-02","outcome":"passed","proposal_text":"Amend trust agreement to extend business combination deadline","proposal_type":"merger_approval","results":[{"broker_non_votes":null,"subject":null,"votes_abstain":"0","votes_against":"703,698","votes_for":"6,849,717","votes_withheld":null}]},"claim":"Kairous Acquisition Corp. Ltd shareholders approved Amend trust agreement to extend business combination deadline at the 2022-12-02 meeting.","evidence_excerpt":"2. Trust Amendment Shareholders approved the proposal to amend the Company’s investment management trust agreement, dated December 13, 2021, 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 eight (8) times, as follows: (i) two (2) times for an additional three (3) months each time from December 16, 2022 to June 16, 2023, followed by (ii) six (6) times for an additional one (1) month each time from June 16, 2023 to December 16, 2023; by depositing into the trust account $360,000 for each three-month extension and $120,000 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 6,849,717 703,698 0","confidence":1.0,"filing_url":"https://secwatch.observer/filing/0001493152-22-034898","anchor_url":"https://secwatch.observer/filing/0001493152-22-034898#claim-9814ccaf7a03cfad43f8c14c0b4b4b5b0ad61559","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315222034898/0001493152-22-034898-index.htm"},{"fact_type":"shareholder_vote","fact_key":"21b279b783a3a7d10e3d8df00abaf455cc6e4805","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2022-12-08T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2022-12-02","outcome":"passed","proposal_text":"Amend charter to extend business combination deadline","proposal_type":"charter_amendment","results":[{"broker_non_votes":null,"subject":null,"votes_abstain":"0","votes_against":"703,698","votes_for":"6,849,717","votes_withheld":null}]},"claim":"Kairous Acquisition Corp. Ltd shareholders approved Amend charter to extend business combination deadline at the 2022-12-02 meeting.","evidence_excerpt":"1. Charter Amendment Shareholders approved the proposal to amend the Company’s 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 eight (8) times, as follows: (i) two (2) times for an additional three (3) months each time from December 16, 2022 (the “Current Termination Date”) to June 16, 2023, followed by (ii) six (6) times for an additional one (1) month each time from June 16, 2023 to December 16, 2023. The voting results were as follows: FOR AGAINST ABSTAIN 6,849,717 703,698 0","confidence":1.0,"filing_url":"https://secwatch.observer/filing/0001493152-22-034898","anchor_url":"https://secwatch.observer/filing/0001493152-22-034898#claim-21b279b783a3a7d10e3d8df00abaf455cc6e4805","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315222034898/0001493152-22-034898-index.htm"},{"fact_type":"material_agreement","fact_key":"79f7baf71c1c4b1f70c54f6d828b3cfe31ebf69d","cik":1865468,"ticker":"KACLF","company_name":"Kairous Acquisition Corp. Ltd","filed_at":"2022-12-08T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Trust Amendment","agreement_type":"other","counterparty":"Continental Stock Transfer & Trust Company","effective_date":"2022-12-07","item_codes_triggered":["1.01"],"value_text":null},"claim":"Kairous Acquisition Corp. Ltd amended Trust Amendment with Continental Stock Transfer & Trust Company (effective 2022-12-07).","evidence_excerpt":"As approved by its shareholders at the Annual Meeting of Shareholders on December 2, 2022 (the “Meeting”), Kairous Acquisition Corp. Limited (the “Company” or “Kairous”) entered into an amendment (the “Trust Amendment”) to the investment management trust agreement, dated December 13, 2021, with Continental Stock Transfer & Trust Company on December 7, 2022.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001493152-22-034898","anchor_url":"https://secwatch.observer/filing/0001493152-22-034898#claim-79f7baf71c1c4b1f70c54f6d828b3cfe31ebf69d","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1865468/000149315222034898/0001493152-22-034898-index.htm"}]}