Kairous Acquisition Corp. Ltd PRE 14A, filed Nov 5, 2024

Kairous Acquisition Corp. Ltd (KACLF)

PRE 14A 2024-11-05 For: 2024-11-05

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Added on October 26, 2026

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Filed by the Registrant	☒

Filed by a Party other than the Registrant	☐

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	At:	Grand Hyatt Erawan Bangkok, 494 Ratchadamri Rd, Lumphini, Pathum Wan, Bangkok 10330, Thailand. (and via video conference at [ ])
	On:	, 2024
	Time:	10 a.m. local time

	1.	A proposal to amend (the “Charter Amendment”) the Company’s third amended and restated memorandum and articles of association (the “Charter”) to extend the date by which the Company has to consummate a business combination (the “Extension”) a total of six (6) times for an additional one (1) month each time from December 16, 2024 (the “Current Termination Date”) to June 16, 2025 (the termination date as so extended, the “Extended Termination Date”); each time.

	2.	A proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement (the “Trust Agreement”), dated as of December 13, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “trustee”), as amended, to extend the date on which to commence liquidating the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”) a total of six (6) times for an additional one (1) month each time from December 16, 2024 to June 16, 2025 by depositing into the trust account $50,000 for each one-month extension (each, an “Extension Payment”) for each one-month extension in the event the Company has not consummated a business combination by the Extended Termination Date.

	3.	To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “Adjournment Proposal”).

	By Order of the Board of Directors


	Athiwat Apichote
	Chief Executive Officer

Proposal	Vote Required	Broker Discretionary Vote Allowed

Charter Amendment	Two-thirds majority of the shares present in person or by proxy and entitled to vote	No
Trust Amendment	Majority of the shares present in person or by proxy and entitled to vote	No
Adjournment	Majority of the outstanding shares in person or by proxy and entitled to vote	No

	●	You can vote your Ordinary Shares in advance of the Annual Meeting by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented and voted at the Annual Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by our board of directors. Our board of directors recommends voting “FOR” each of the Charter Amendment, the Trust Amendment Proposal and the Adjournment Proposal.

	●	You can attend the Annual Meeting and vote in person even if you have previously voted by submitting a proxy. You will be given a ballot when you arrive. However, if your Ordinary Shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership of Ordinary Shares		Approximate Percentage of Outstanding Ordinary Shares
Kairous Asia Limited (i.e. the Sponsor) ⁽²⁾		2,143,143		58.18	%
Athiwat Apichote		-		-
Usanee Lekvanichkul		-		-
Duke Fu		-		-
Dhas Udomdhammabhakdi		-		-
Chandresh Patel		-		-
All directors and executive officers as a group (5 individuals)		-		-
Feis Equities LLC ⁽³⁾		456,970		12.40	%
Polar Asset Management Partners Inc.⁽⁴⁾		300,000		8.14	%
Mizuho Financial Group, Inc. ⁽⁵⁾		264,746		7.19	%

*	Less than 1%.

(1)	Unless otherwise indicated, the business address of each of the individuals is c/o Kairous Acquisition Corp. Limited, Level 39 Marina Bay Financial Centre Tower 2, 10 Marina Boulevard, City Singapore 018983, Singapore.

(2)	Represents shares held by Kairous Asia Limited, the Sponsor. The Sponsor is owned as to 51% by Kairous Ventures Limited, which in turn is owned as to 66.5% by Joseph Lee Moh Hon and 33.5% by Kean Yaw See Toh; and as to 49% by Regeneration Capital (Cayman) Limited. By virtue of Mr. Joseph Lee Moh Hon’s control over Kairous Ventures Limited and hence the Sponsor, he is deemed to have shared voting and investment power over the ordinary shares held by the Sponsor. Mr. Joseph Lee Moh Hon disclaims his beneficial ownership of the shares held of record by the Sponsor other than his pecuniary interest therein.

(3)	Based on a Schedule 13G filed by the reporting person, beneficial ownership of these securities may be attributed to Feis Equities LLC and Lawrence M. Feis. The business address of each of the reporting entity or individual is 20 North Wacker Drive, Suite 2115, Chicago, Illinois 60606.

(4)	Based on a Schedule 13G filed by the reporting person, beneficial ownership of these securities may be attributed to Polar Asset Management Partners Inc., an investment fund manager, portfolio manager, exempt market dealer and commodity trading manager registered with the Ontario Securities Commission, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company. The address for the reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

(5)	Based on a Schedule 13G filed by the reporting person, beneficial ownership of these securities may be attributed to Mizuho Financial Group, Inc.. Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary. The address for the reporting person is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan.

(6)	Based on a Schedule 13G filed by the reporting person. The address for the reporting person is 230 NW 24th Street, Suite 603, Miami, FL 33127. Shaolin Capital Management LLC, a company incorporated under the laws of State of Delaware, which serves as the investment advisor to Shaolin Capital Partners Master Fund, Ltd. a Cayman Islands exempted company, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC, DS Liquid DIV RVA SCM LLC and Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC being managed accounts advised by the Shaolin Capital Management LLC.

	●	reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;
	●	discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
	●	discussing with management major risk assessment and risk management policies;
	●	monitoring the independence of the independent auditor;

	●	verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
	●	reviewing and approving all related-party transactions;
	●	inquiring and discussing with management our compliance with applicable laws and regulations;
	●	pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
	●	appointing or replacing the independent auditor;
	●	determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
	●	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and
	●	approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

	●	reviewing and approving on an annual basis the corporate goals and objectives relevant to our President and Chief Executive Officer’s compensation, evaluating our President and Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President and Chief Executive Officer based on such evaluation;
	●	reviewing and approving the compensation of all of our other executive officers;
	●	reviewing our executive compensation policies and plans;
	●	implementing and administering our incentive compensation equity-based remuneration plans;
	●	assisting management in complying with our proxy statement and annual report disclosure requirements;
	●	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
	●	producing a report on executive compensation to be included in our annual proxy statement; and
	●	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

	●	should have demonstrated notable or significant achievements in business, education or public service;
	●	should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
	●	should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

	●	The candidate’s name, age, business address, residence address, principal occupation or employment, the class and number of shares of our capital stock the candidate beneficially owns, a brief description of any direct or indirect relationships with us, and the other information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director;

	●	A signed consent of the nominee to being named as a nominee, to cooperate with reasonable background checks and personal interviews and to serve as a director, if elected; and

	●	As to the shareholder proposing such nominee, that shareholder’s name and address, the class and number of shares of our capital stock the shareholder beneficially owns, a description of all arrangements or understandings between the shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made, a list of all other companies to which the shareholder has recommended the candidate for election as a director in that fiscal year, and a representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the person named in its notice.

	●	we do not maintain, sponsor or contribute to, and have not had and do not have any obligation to contribute to, any benefit plans, including any qualified or nonqualified defined benefit plans, nonqualified defined contribution plans or other deferred compensation plans,
	●	we have not entered into any employment, service, retention or other agreements or entered into any agreements to provide benefits upon termination of employment or other service with us, and
	●	we have not granted any equity-based awards.

	By Order of the Board of Directors.


	Athiwat Apichote
	Chief Executive Officer

Singapore
, 2024

1.	Definitions, interpretation and exclusion of Table A	1

	Definitions	1

	Interpretation	4

	Exclusion of Table A Articles	5

2.	Commencement of Business	5

3.	Shares	5

	Power to issue Shares and options, with or without special rights	5

	Power to issue fractions of a Share	6

	Power to pay commissions and brokerage fees	6

	Trusts not recognised	6

	Power to vary class rights	6

	Effect of new Share issue on existing class rights	7

	No bearer Shares or warrants	7

	Treasury Shares	7

	Rights attaching to Treasury Shares and related matters	7

4.	Register of Members	8

5.	Share certificates	8

	Issue of share certificates	8

	Renewal of lost or damaged share certificates	8

6.	Lien on Shares	9

	Nature and scope of lien	9

	Company may sell Shares to satisfy lien	9

	Authority to execute instrument of transfer	9

	Consequences of sale of Shares to satisfy lien	9

	Application of proceeds of sale	10

7.	Calls on Shares and forfeiture	10

	Power to make calls and effect of calls	10

	Time when call made	10

	Liability of joint holders	10

	Interest on unpaid calls	10

	Deemed calls	11

	Power to accept early payment	11

	Power to make different arrangements at time of issue of Shares	11

	Notice of default	11

	Forfeiture or surrender of Shares	11

	Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender	11

	Effect of forfeiture or surrender on former Member	12

	Evidence of forfeiture or surrender	12

	Sale of forfeited or surrendered Shares	12

8.	Transfer of Shares	12

	Form of transfer	12

	Power to refuse registration	13

	Power to suspend registration	13

	Company may retain instrument of transfer	13

9.	Transmission of Shares	13

	Persons entitled on death of a Member	13

	Registration of transfer of a Share following death or bankruptcy	13

	Indemnity	14

	Rights of person entitled to a Share following death or bankruptcy	14

10.	Alteration of capital	14

	Increasing, consolidating, converting, dividing and cancelling share capital	14

	Dealing with fractions resulting from consolidation of Shares	15

	Reducing share capital	15

11.	Redemption and purchase of own Shares	15

	Power to issue redeemable Shares and to purchase own Shares	15

	Power to pay for redemption or purchase in cash or in specie	16

	Effect of redemption or purchase of a Share	16

12.	Meetings of Members	16

	Power to call meetings	16

	Content of notice	17

	Period of notice	18

	Persons entitled to receive notice	18

	Publication of notice on a website	18

	Time a website notice is deemed to be given	18

	Required duration of publication on a website	18

	Accidental omission to give notice or non-receipt of notice	19

13.	Proceedings at meetings of Members	19

	Quorum	19

	Lack of quorum	19

	Use of technology	19

	Chairman	19

	Right of a director to attend and speak	20

	Adjournment and Postponement	20

	Method of voting	20

	Taking of a poll	20

	Chairman’s casting vote	21

	Amendments to resolutions	21

	Written resolutions	21

	Sole-member company	22

14.	Voting rights of Members	22

	Right to vote	22

	Rights of joint holders	22

	Representation of corporate Members	22

	Member with mental disorder	23

	Objections to admissibility of votes	23

	Form of proxy	23

	How and when proxy is to be delivered	23

	Voting by proxy	24

15.	Number of directors	24

16.	Appointment, disqualification and removal of directors	24

	No age limit	24

	Corporate directors	24

	No shareholding qualification	25

	Appointment and removal of directors	25

	Resignation of directors	26

	Termination of the office of director	26

17.	Alternate directors	26

	Appointment and removal	26

	Notices	27

	Rights of alternate director	27

	Appointment ceases when the appointor ceases to be a director	27

	Status of alternate director	28

	Status of the director making the appointment	28

18.	Powers of directors	28

	Powers of directors	28

	Appointments to office	28

	Remuneration	29

	Disclosure of information	29

19.	Delegation of powers	29

	Power to delegate any of the directors’ powers to a committee	29

	Power to appoint an agent of the Company	30

	Power to appoint an attorney or authorised signatory of the Company	30

	Power to appoint a proxy	31

20.	Meetings of directors	31

	Regulation of directors’ meetings	31

	Calling meetings	31

	Notice of meetings	31

	Period of notice	31

	Use of technology	31

	Place of meetings	31

	Quorum	31

	Voting	32

	Validity	32

	Recording of dissent	32

	Written resolutions	32

	Sole director’s minute	32

21.	Permissible directors’ interests and disclosure	32

	Permissible interests subject to disclosure	32

	Notification of interests	33

	Voting where a director is interested in a matter	33

22.	Minutes	33

23.	Accounts and audit	33

	No automatic right of inspection	34

	Sending of accounts and reports	34

	Validity despite accidental error in publication on website	34

	Audit	34

24.	Financial year	35

25.	Record dates	35

26.	Dividends	36

	Declaration of dividends by Members	36

	Payment of interim dividends and declaration of final dividends by directors	36

	Apportionment of dividends	36

	Right of set off	37

	Power to pay other than in cash	37

	How payments may be made	37

	Dividends or other moneys not to bear interest in absence of special rights	38

	Dividends unable to be paid or unclaimed	38

27.	Capitalisation of profits	38

	Capitalisation of profits or of any share premium account or capital redemption reserve	38

	Applying an amount for the benefit of members	38

28.	Share premium account	38

	directors to maintain share premium account	38

	Debits to share premium account	39

29.	Seal	39

	Company seal	39

	Duplicate seal	39

	When and how seal is to be used	39

	If no seal is adopted or used	39

	Power to allow non-manual signatures and facsimile printing of seal	39

	Validity of execution	40

30.	Indemnity	40

	Indemnity	40

	Release	40

	Insurance	40

31.	Notices	41

	Form of notices	41

	Electronic communications	41

	Persons authorised to give notices	41

	Delivery of written notices	42

	Joint holders	42

	Signatures	42

	Evidence of transmission	42

	Giving notice to a deceased or bankrupt Member	42

	Date of giving notices	43

	Saving provision	43

32.	Authentication of Electronic Records	43

	Application of Articles	43

	Authentication of documents sent by Members by Electronic means	43

	Authentication of document sent by the Secretary or Officers of the Company by Electronic means	44

	Manner of signing	44

	Saving provision	44

33.	Transfer by way of continuation	44

34.	Winding up	45

	Distribution of assets in specie	45

	No obligation to accept liability	45

	The directors are authorised to present a winding up petition	45

35.	Amendment of Memorandum and Articles	45

	Power to change name or amend Memorandum	45

	Power to amend these Articles	45

36.	Mergers and Consolidations	45

37.	Business Combination	46

38.	Certain Tax Filings	49

39.	Business Opportunities	49

	(a)	if the Share is Fully Paid, the transferor must execute an instrument of transfer; and

	(b)	if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer.

12.1	To the extent required by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, an annual general meeting of the Company shall be held no later than one year after the first financial year end occurring after the IPO, and shall be held in each year thereafter at such time as determined by the directors and the Company may, but shall not (unless required by the Act or the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law) be obliged to, in each year hold any other general meeting.

12.2	The agenda of the annual general meeting shall be set by the directors and shall include the presentation of the Company’s annual accounts and the report of the directors (if any).

12.6	If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors.

12.7	The directors must also call a general meeting if requisitioned in the manner set out in the next two Articles.

12.8	The requisition must be in writing and given by one or more Members who together hold not less than 10% of the rights to vote at such general meeting.

12.9	The requisition must also:

13.7	The chairman may at any time adjourn a meeting. The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.

13.8	Should a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least five Clear Days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.

13.9	If, prior to a Business Combination, a notice is issued in respect of a general meeting and the directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting.

13.10	When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The directors may postpone a general meeting which has already been postponed.

13.12	A poll demanded on the question of adjournment shall be taken immediately.

13.13	A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman directs, not being more than 30 Clear Days after the poll was demanded.

13.14	The demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was demanded.

13.15	A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

13.21	If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.

13.22	The directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.

14.1	Subject to any rights or restrictions attached to any Member’s Shares, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a general meeting, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares.

14.2	Members may vote in person or by proxy.

14.3	Every Member shall have one vote for each Share he holds, unless any Share carries special voting rights.

14.4	A fraction of a Share shall entitle its holder to an equivalent fraction of one vote.

14.5	No Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way.

14.7	Save where otherwise provided, a corporate Member must act by a duly authorised representative.

14.8	A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.

14.9	The authorisation may be for any period of time, and must be delivered to the Company not less than two hours before the commencement of the meeting at which it is first used.

14.10	The directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice.

14.11	Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member.

14.12	A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had actual notice of the revocation.

14.13	If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of such Shares held by the clearing house (or its nominee(s)).

14.19	The directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.

14.20	A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the Company had actual notice of the revocation.

16.4	All directors shall hold office for a term of two years or until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.

16.5	After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a director or may by Ordinary Resolution remove any director.

16.6	Without prejudice to the Company’s power to appoint a person to be a director pursuant to these Articles, the directors shall have power at any time to appoint any person who is willing to act as a director, either to fill a vacancy or as an additional director. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.

16.7	Notwithstanding the other provisions of these Articles, in any case where, as a result of death, the Company has no directors and no shareholders, the personal representatives of the last shareholder to have died have the power, by notice in writing to the Company, to appoint a person to be a director. For the purpose of this Article:

16.8	A remaining director may appoint a director even though there is not a quorum of directors.

16.9	No appointment can cause the number of directors to exceed the maximum; and any such appointment shall be invalid.

16.10	For so long as Shares are listed on a Designated Stock Exchange, the directors shall include at least such number of Independent Directors as Applicable Law or the rules and regulations of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated Stock Exchange.