UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 23, 2021
KAIROS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39841 | N/A | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: 917-783-4057
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant | KAIRU | The NASDAQ Stock Market LLC | ||
| Class A Ordinary Shares, par value $0.0001 per share | KAIR | The NASDAQ Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share | KAIRW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
Separate Trading of Units, Class A Ordinary Shares and Warrants
As previously reported, on Current Reports on Form 8-K, filed on January 11, 2021 and January 14, 2021, Kairos Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of an aggregate of 27,600,000 units (the “Units”), including 3,600,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of approximately $276,000,000.
On February 23, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade the Class A Ordinary Shares and Warrants comprising the Units commencing on February 26, 2021. Those Units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “KAIRU,” and the Class A Ordinary Shares and Warrants that are separated will trade on the Nasdaq Stock Market LLC under the symbols “KAIR” and “KAIRW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits. | The following exhibit is filed with this Form 8-K: |
| Exhibit No | Description of Exhibits | |
| 99.1 | Press Release dated February 23, 2021. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KAIROS ACQUISITION CORP. | |||
| By: | /s/ Peter Bang | ||
| Name: | Peng Bang | ||
| Title: | Chief Executive Officer | ||
Dated: February 23, 2021
Exhibit 99.1
Kairos Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants
New York, New York, Feb. 23, 2021 (GLOBE NEWSWIRE) – Kairos Acquisition Corp. (the “Company”) announced today that, commencing February 26, 2021, holders of the 27,600,000 units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units. Class A ordinary shares and warrants that are separated will trade on the Nasdaq Stock Market LLC under the symbols “KAIR” and “KAIRW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “KAIRU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company's transfer agent, in order to separate the units into Class A ordinary shares and warrants.
Kairos Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue a business combination target in any business or industry, the Company intends to focus on regulated insurance or reinsurance companies, distributors or technology and insurance service providers that focus on specialty lines of business or that target product or customer niches. The Company is led by Chief Executive Officer, Peter Bang and Chief Financial Officer, Jerry de St. Paer.
The units were initially offered by the Company in an underwritten offering. Citigroup Global Markets Inc. acted as the sole-book running manager of the offering. I-Bankers Securities, Inc. acted as the co-manager of the offering. A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission (“SEC”) on January 5, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Peter Bang
917-783-4057
Pbang@ergcapitalpartnes.com