UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| warrant and one right entitling the holder to receive one-tenth of one ordinary share | The Stock Market LLC | |||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
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Item 1.01 Entry into a Material Definitive Agreement
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. Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination 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 by depositing $360,000 to the trust account for each three-month extension, followed by (ii) six (6) times for an additional one (1) month each time from June 16, 2023 to December 16, 2023 by depositing $120,000 to the trust account for each one-month extension.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 2, 2022, the Company held the Meeting. On October 28, 2022, the record date for the Meeting, there were 10,146,143 ordinary shares of Kairous entitled to be voted at the Meeting, 74.44% of which were represented in person or by proxy.
The final results for each of the matters submitted to a vote of Company shareholders at the Meeting are as follows:
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 | ||||||
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 | ||||||
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 | |||||||||
As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the definitive proxy of Kairous, which was filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2022 was not presented to shareholders.
Item 8.01. Other Events.
In connection with the shareholders vote at the Meeting, 5,710,184 ordinary shares were tendered for redemption.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Amended and restated memorandum and articles of association of Kairous Acquisition Corp. Limited, adopted by shareholders of the Company on December 2, 2022 and filed with the Cayman Islands Registry of Corporate Affairs on December 7, 2022 | |
| 10.1 | Amendment to the investment management trust agreement, dated as of December 13, 2021, with Continental Stock Transfer & Trust Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| Dated: December 8, 2022 | Kairous Acquisition Corp. Limited | |
| By: | /s/ Joseph Lee Moh Hon | |
| Name: | Joseph Lee Moh Hon | |
| Title: | Chief Executive Officer | |