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

June 22, 2023

Date of Report (Date of earliest event reported)

Kairous Acquisition Corp. Limited

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-41155

n/a

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Unit 9-3, Oval Tower @ Damansara,

No. 685, Jalan Damansara,

60000 Taman Tun Dr. Ismail,

Kuala Lumpur, Malaysia

60000

(Address of Principal Executive Offices)

(Zip Code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right entitling the holder to receive one-tenth of one ordinary share	KACLU	The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share	KACL	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one ordinary share at an exercise price of $11.50 included as part of the units	KACLW	The Nasdaq Stock Market LLC
Rights, each to receive one-tenth of one ordinary share	KACLR	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 (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. ☐

Item 1.02 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.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
2.1		Termination Agreement
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: June 26, 2023	Kairous Acquisition Corp. Limited

	By:	/s/ Joseph Lee Moh Hon
	Name:	Joseph Lee Moh Hon
	Title:	Chief Executive Officer

Exhibit 2.1

Termination Notice

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.

[Signature Page Follows]

	KAIROUS ACQUISITION CORP. LIMITED

	By:	/s/ Joseph Lee Moh Hon
	Name:	Joseph Lee Moh Hon
	Title:	CEO

	WELLOUS GROUP LIMITED

	By:	/s/ Tan Wee Kuan
	Name:	Tan Wee Kuan
	Title:	Director

	By:	/s/ Henry Chin
	Name:	Henry Chin
	Title:	Director

[Signature Page to Termination Agreement]