--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-045578" form_type: "8-K" ticker: "KACLF" cik: "0001865468" company_name: "Kairous Acquisition Corp. Ltd" filed_at: "2023-12-20T23:59:59+00:00" generated_at: "2026-06-07T10:05:54.934976+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Kairous Acquisition Corp. extends business combination deadline to December 2024 after shareholder approval ## Summary - Shareholders voted 3,548,272 FOR and 208,000 AGAINST to amend charter and trust agreement allowing up to 12 monthly extensions. - Company deposited $50,000 into trust account to extend deadline from December 16, 2023 to January 16, 2024. - Sponsor Kairous Asia Limited provided $50,000 promissory note convertible into ordinary shares at $10.10 per share. - 752,053 ordinary shares were tendered for redemption in connection with the shareholder vote. - Trust amendment permits extensions through December 16, 2024 with $50,000 deposit per month. ## SEC filing metadata - accession: 0001493152-23-045578 - form_type: 8-K - ticker: KACLF - cik: 0001865468 - company_name: Kairous Acquisition Corp. Ltd - filed_at: 2023-12-20T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 1.01, 2.03, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-045578 - JSON: https://secwatch.observer/filing/0001493152-23-045578.json - Plain text: https://secwatch.observer/filing/0001493152-23-045578.txt ## Key facts - Debt Financings 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. - Instrument: senior notes - Principal: $50,000 - Counterparty: Kairous Asia Limited - Rate: does not bear interest - Maturity: matures upon the closing of a business combination by the Company - Event: incurrence source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm - Governance Changes 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). - Change: charter amendment - Effective: 2023-12-15 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm - Material Agreements Kairous Acquisition Corp. Ltd amended Trust Amendment with Continental Stock Transfer & Trust Company (effective 2023-12-15). - Action: amendment - Counterparty: Continental Stock Transfer & Trust Company - Effective: 2023-12-15 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm - Material Agreements Kairous Acquisition Corp. Ltd entered into Note with Kairous Asia Limited valued at $50,000 (effective 2023-12-15). - Action: entry - Counterparty: Kairous Asia Limited - Value: $50,000 - Effective: 2023-12-15 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm - Shareholder Votes 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. - Proposal: merger approval - Outcome: passed - Meeting: 2023-12-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-12-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1865468/000149315223045578/0001493152-23-045578-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.