---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-22-035243"
form_type: "8-K"
ticker: "KACLF"
cik: "0001865468"
company_name: "Kairous Acquisition Corp. Ltd"
filed_at: "2022-12-13T23:59:59+00:00"
generated_at: "2026-06-21T05:42:28.826650+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# SPAC KACL to merge with Wellous Group in all-stock deal valued at $270M

## Summary
- KACL will issue 26.7M shares at $10.10/share to Wellous shareholders, total equity value $270M.
- Up to 5.4M earnout shares tied to share price, market cap, and net profit targets through 2027.
- Closing deadline set for Sept 30, 2023; Wellous must hold minimum $5.6M cash at closing.
- Shareholders with 90% of Wellous and 52% of KACL signed support agreements to back the deal.
- $2.73M deferred underwriting fee from KACL's IPO to be paid in cash or converted to equity at closing.

## SEC filing metadata
- accession: 0001493152-22-035243
- form_type: 8-K
- ticker: KACLF
- cik: 0001865468
- company_name: Kairous Acquisition Corp. Ltd
- filed_at: 2022-12-13T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1865468/000149315222035243/0001493152-22-035243-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1865468/000149315222035243/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-22-035243
- JSON: https://secwatch.observer/filing/0001493152-22-035243.json
- Plain text: https://secwatch.observer/filing/0001493152-22-035243.txt

## Key facts
- Material Agreements
  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).
  - Action: entry
  - Agreement: 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
  - Value: $270,000,000
  - Effective: 2022-12-09
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865468/000149315222035243/0001493152-22-035243-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.