The financial report presents the financial statements of KACL for the fiscal year ended June 30, 2024, and the six months ended December 29, 2023. The company reported a net loss of $X million for the fiscal year and a net loss of $Y million for the six months ended December 29, 2023. As of June 30, 2024, the company had cash and cash equivalents of $Z million and total assets of $W million. The company’s common stock was listed on the [insert exchange] under the ticker symbol [insert ticker symbol]. The company also had outstanding redeemable warrants and rights, which were exercisable for ordinary shares at an exercise price of $11.50. The company’s financial statements were prepared in accordance with generally accepted accounting principles (GAAP) and include the notes to the financial statements, which provide additional information about the company’s financial position and results of operations.
Overview
Kairous Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on March 24, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
The Company held its annual meeting of shareholders on December 2, 2022, where shareholders approved several key actions, including extending the time to complete a business combination up to December 16, 2024. The Company has entered into various promissory note arrangements with its sponsor, Kairous Asia Limited, to further extend the time to complete a business combination.
Business Combination Agreement
On September 30, 2023, the Company entered into an Agreement and Plan of Merger with KAC Merger Sub 1, KAC Merger Sub 2, NR Instant Produce Public Company Limited, and Bamboo Mart Limited. This agreement has been amended several times, with the latest amendment on September 25, 2024, which outlines the terms of the proposed business combination.
The key terms of the proposed business combination include:
Results of Operations
The Company has not engaged in any operations or generated any operating revenues to date. Its activities have been limited to organizational activities and preparing for the initial public offering (IPO) and identifying a target company for a business combination.
For the year ended June 30, 2024, the Company had net income of $107,203, which resulted from interest income on the operating account and investments held in the trust account, offset by operating costs. For the year ended June 30, 2023, the Company had net income of $451,465, which also resulted from interest income on the operating account and investments held in the trust account, offset by operating costs.
Liquidity and Capital Resources
The Company completed its IPO on December 16, 2021, raising $78,000,000 in gross proceeds. It also raised an additional $3,571,430 from the private placement of 357,143 units.
As of June 30, 2024, the Company had cash of $985 held outside the trust account and a working capital deficit of $3,135,837. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination.
The Company’s management has determined that its history of losses and insufficient liquidity raise substantial doubt about the Company’s ability to continue as a going concern. If the Company does not close the proposed business combination by up to December 16, 2024, it will be required to cease all operations, redeem the public shares, and liquidate and dissolve.
Off-Balance Sheet Arrangements and Contractual Obligations
The Company did not have any off-balance sheet arrangements as of June 30, 2024. The Company has certain contractual obligations related to registration rights and the underwriting agreement for its IPO.
Critical Accounting Policies and Estimates
The Company’s critical accounting policies include the treatment of ordinary shares subject to possible redemption and the calculation of net income per ordinary share. The Company did not have any critical accounting estimates as of June 30, 2024 and 2023.
The Company is currently assessing the impact of a recent accounting standard update on income tax disclosures, which will be effective for the Company in the future.