8-K

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

June22, 2023

Date

of Report (Date of earliest event reported)

KairousAcquisition Corp. Limited

(Exact Name of Registrant as Specified in its Charter)

Registrant’s

telephone number, including area code: + 603 7733 9340

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 growth company ☒

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. ☐

Item1.02 Termination of a Material Definitive Agreement.

Effective June 22, 2023, Kairous Acquisition Corp. Limited (the “Company”) and Wellous Group Limited (“Wellous”) entered into a termination agreement (the “Termination Agreement”), a copy of which is filed as Exhibit 2.1 hereto, which provides for the termination of the Agreement and Plan of Merger, dated December 9, 2022 (the “Merger Agreement”), by and among the Company, Wellous, KAC Merger Sub 1, KAC Merger Sub 2, and certain shareholders and principal owners of Wellous. The termination was by mutual agreement of the Company and Wellous pursuant to Section 12.1(a) of the Merger Agreement and no termination fee or other payment is due to either party from the other as a result of the termination.

Item9.01. Financial Statements and Exhibits

(c) Exhibits:

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.

Exhibit 2.1

TerminationNotice

Date: June 22, 2023

Pursuant to Section 12.1(a) of the Agreement and Plan of Merger dated December 9, 2022, by and among Kairous Acquisition Corp. Limited, KAC Merger Sub 1, KAC Merger Sub 2, Wellous Group Limited, and certain shareholders and principal owners of Wellous Group Limited (the “Merger Agreement” ), Kairous Acquisition Corp. Limited and Wellous Group Limited mutually agree to terminate the Merger Agreement, effective as of the date hereof. Each of Parent and Company represents that this termination notice has been duly authorized by its board of directors, as provided in Section 12.1(a) of the Merger Agreement.

Capitalized terms in this termination notice shall have the same meaning as set forth in the Merger Agreement.

[SignaturePage Follows]

[SignaturePage to Termination Agreement]