Kairous Acquisition Corp 2025年季度报告

For the quarter endedMarch 31,2025 Commission file number:001-41155 Kairous Acquisition Corp. Limited 10 Marina Boulevard,City Singapore018983,Singapore (Address of principal executive offices) Tel:+662-255-6851340(Issuer’s telephone number) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☐No☒ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Non-accelerated filer☒Smaller reporting company☒Emerging Growth Company☒ complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The accompanying notes are an integral part of these unaudited condensed consolidated financial statements F-3 March 31,20252024Cash Flows from Operating Activities:Net (loss) income$(272,455)$ Income earned on cash and investments held in Trust Account(500,445)(812,040)Changes in operating assets and liabilities:Prepaid expenses and other current assets69,846 Net cash used in operating activities(264,956)(500,040Cash Flows from Investing Activities:Cash deposited into Trust Account(450,000)(800,000)Cash withdrawn from Trust Account in connection with redemption6,502,6368,621,702Net cash provided by investing activities6,052,6367,821,702 Proceeds from sponsor for working capital note263,971Net cash used in financing activities(5,788,665)(7,360,636Net change in cash(985) Supplemental disclosure of non-cash financing activities:Current period remeasurement adjustment of ordinary shares to redemption$950,445$1,612,040 NOTE 1 —DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSKairous Acquisition Corp. Limited (the “Company”) was incorporated in the Cayman Islands on March 24, 2021. The Company wasformed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similarbusiness combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industryor sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, As of March 31, 2025, the Company had not commenced any operations. All activity for the period from March 24, 2021 (inception)through March 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which isdescribed below, and negotiation and consummation of an initial Business Combination. The Company will not generate any operatingrevenues until after the completion an initial Business Combination, at the earliest. The Company will generate non-operating incomein the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected June 30 as itsfiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on December 13, 2021. On December 16,2021, the Company consummated the Initial Public Offering of7,500,000units (“Units” and, with respect to the ordinary sharesincluded in the Units being offered, the “Public Shares”), generating gross proceeds of $75,000,000, which is described in Note 3. TheCompany granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to1,125,000additional Unitsto cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 16,2021, the underwriters partially exercised the over-allotment option by purchasing300,000additional units, generating $3,000,000.The underwriter has further indicated that they will not exercise the remaining over-allotment option, hence the remaining825,000units were forfeited. proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account which may beinvested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, asamended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holdsitself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, asdetermined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) t