UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On September 9, 2025, Kairous Acquisition Corp. (the “Company”) received confirmation from Continental Stock Transfer & Trust Company that the distribution of funds from the trust account to the holders of its publicly traded shares (the “Public Shares”) had been completed. The announcement to liquidate the trust account and distribute the shares was initially announced on July 1, 2025. As a result of the liquidation being effected as a return of funds, the holders of the Public Shares remain shareholders of the Company.
The Company also announced that its board of directors intends to seek an amendment to the Company’s charter to remove the obligation to liquidate and dissolve the Company, thereby allowing the Company to remain listed on the OTC Markets Group Inc. and pursue alternative opportunities. Such opportunities may include, without limitation, a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
The Company’s board of directors believes this structure provides certain benefits to the Company and all shareholders, including:
| 1. | The Company will continue to have a broader shareholder base, potentially providing greater liquidity in the shares than if the Public Shares had been redeemed and cancelled in connection with the trust distribution. | |
| 2. | Holders of Public Shares will have the opportunity to participate in the future of the Company as it pursues alternative opportunities. |
In addition, the board of directors intends to cause the Company to file a Form 15 with the Securities and Exchange Commission to deregister its reporting obligations to the SEC. The board believes that deregistration will simplify the processes required to evaluate and consummate potential alternative opportunities.
The Company is currently in the early stages of evaluating a number of potential alternative opportunities. No assurances can be given that any transaction will be pursued or consummated.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KAIROUS ACQUISITION CORP. LIMITED | ||
| Date: September 15, 2025 | By: | /s/ Athiwat Apichote |
| Name: | Athiwat Apichote | |
| Title: | Chief Executive Officer | |