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

Dateof Report (Date of earliest event reported): September 18, 2023

KAIROUS

ACQUISITION CORP. LIMITED

(Exactname of registrant as specified in its charter)

Cayman Islands	001-41155	n/a
(State or other Jurisdiction<br><br> <br>of Incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

Unit9-3, Oval Tower @ Damansara,

No.685, Jalan Damansara,

60000Taman Tun Dr. Ismail,

KualaLumpur, Malaysia

(Addressof Principal Executive Offices) (Zip Code)

+603

7733 9340

(Registrant’stelephone number, including area code)

N/A

(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Item1.01 Entry into a Material Definitive Agreement

As previously announced, on April 23, 2021, Kairous Acquisition Corp. Limited (the “Company”) issued an unsecured promissory note to Kairous Asia Limited (the “Sponsor”), pursuant to which the Company may borrow up to an aggregate principal amount of $200,000 (the “Working Capital Note”). On May 12, 2021, the maximum amount available under the Working Capital Note was increased to $1,000,000. On December 10, 2021, the Sponsor agreed to provide an extension to the maturity date of the original Working Capital Note to the term as described in the next sentence. The Working Capital Note is non-interest bearing and payable on the earlier of (i) July 30, 2023 or (ii) the consummation of the initial business combination. On May 10, 2023, the Company and the Sponsor entered in to an amendment to the Working Capital Note, whereby the Sponsor and the Company agreed that the Working Capital Note shall be payable on the earlier of: (i) July 30, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Working Capital Note into ordinary shares of the Company concurrently with the closing of a business combination at a price of $10.10 per share.

On September 18, 2023, the Company and the Sponsor entered in to another amendment to the Working Capital Note (the “Amendment”), whereby the Sponsor and the Company agreed that the Working Capital Note shall be payable on the earlier of: (i) December 16, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Working Capital Note into ordinary shares of the Company concurrently with the closing of a business combination at a price of $10.10 per share. A copy of the Amendment is filed herewith as Exhibit 2.1.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits:

Exhibit	Description
2.1	Amendment to Promissory Note, dated as of September 18, 2023, by and between Kairous Acquisition Corp. Limited and Kairous Asia Limited
104	Cover<br> Page Interactive Data File (formatted as inline XBRL).

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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.

Date:<br> September 21, 2023	Kairous Acquisition Corp. Limited
	By:	/s/ Joseph Lee Moh Hon
	Name:	Joseph<br> Lee Moh Hon
	Title:	Chief<br> Executive Officer

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Exhibit2.1

AMENDMENTTO PROMISSORY NOTE

This Amendment (the “Amendment”) to that certain Promissory Note, dated as of April 23, 2021 (the “Note”) by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Kairous Asia Limited, the Company’s sponsor the “Sponsor”), is made and entered into effective as of September 18, 2023 by the Company and the Sponsor.

RECITALS

WHEREAS, the Company and the Sponsor agreed to increase the maximum principal amount of the Note from US $200,000 to US $1,000,000 on May 12, 2021;

WHEREAS, on December 10, 2021, the Sponsor agreed to provide an extension to the maturity date of the Note. The Working Capital Note is non-interest bearing and payable on the earlier of (i) July 30, 2023 or (ii) the date on which the Company consummates of the initial business combination;

WHEREAS, on May 10, 2023, the Company and the Sponsor entered in to an amendment to the Note, whereby the Sponsor and the Company agreed that the Note shall be payable on the earlier of: (i) July 30, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Note into ordinary shares of the Company concurrently with the closing of a business combination at a price of $10.10 per share;

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WHEREAS, the Company and the Sponsor desire and have agreed to further amend the terms of the Note as set forth below;

WHEREAS, any amendment to the Note may be made with, and only with, the written consent of the Company and the Sponsor; and

WHEREAS, all capitalized terms not defined in this Amendment will have the meanings given to them in the Note.

NOW,THEREFORE, in consideration of these premises and the mutual covenants, terms and conditions set forth herein, all of the parties hereto mutually agree as follows:

AGREEMENT

1. Amendment to Note. The Section 1 of the Note is hereby amended and restated in its entirety to read as follows:

“Principaland Conversion Rights. The entire unpaid principal balance of this Note shall be payable on the earlier of: (i) December 16, 2023 or (ii) the date on which the Company consummates the initial business combination by conversion as described below concurrently with the closing of an initial business combination (a “Business Combination”) with a target business (as described in the Maker’s initial public offering prospectus dated December 13, 2021). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

The Payee and the Maker shall cause this Note to be converted into ordinary shares (the “Shares”) of the Maker concurrently with the closing of a Business Combination. The number of Shares to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee as of the time of conversion by (y) $10.10.”

2. No Other Amendments. Wherever necessary, all other terms of the Note are hereby amended to be consistent with the terms of this Amendment. Except as specifically set forth herein, the Note shall remain in full force and effect.

3. Counterparts; Facsimile. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Executed signatures transmitted via facsimile or PDF will be accepted and considered duly executed.

[SignaturePage Follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

COMPANY:
KAIROUS ACQUISITION CORP. LIMITED
By:	/s/ Joseph Lee Moh Hon
Name:	Joseph<br> Lee Moh Hon
Title:	Chief<br> Executive Officer
SPONSOR:
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KAIROUS ASIA LIMITED
By:	/s/<br> Joseph Lee Moh Hon
Name:	Joseph<br> Lee Moh Hon
Title:	Director