KACL enters into definitive merger agreement with Bamboo Mart valued at $188M

Kairous Acquisition Corp. Ltd

Total merger consideration $188M, paid as 18,613,861 shares in Purchaser at $10.10/share.
Up to 8,554,455 additional earnout shares based on share price thresholds ($12.50, $15.00, $17.50) and 2025/2026 revenue goals ($122.8M, $170.2M).
Transaction expected to close by March 31, 2025; KACL must have minimum net tangible assets of $5,000,001 at closing.
Bamboo must have minimum cash of $500K at closing; Sponsor promissory notes to be converted into shares at $10.10.
Certain Bamboo shareholders subject to 24-month lock-up; break-up fee of $50,000 payable by Bamboo under certain termination events.

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