Kairous Acquisition Corp. Limited

What they do

The company was incorporated on March 24, 2021 and completed its IPO on December 16, 2021, raising $78,000,000 from 7,800,000 units at $10.00 per unit. It has no operating business; its sole activity is identifying and evaluating acquisition targets. It is currently pursuing a proposed business combination with Bamboo Mart under an amended merger agreement.

Revenue drivers

• Trust account interest — The only income source since IPO has been interest earned on the $78,780,000 held in trust at Citibank; no operating revenue is generated.
• Sponsor private placement — The company received $3,571,430 from the December 2021 private placement of 357,143 private units to Kairous Asia Limited.
• Proposed business combination with Bamboo Mart — A merger agreement, as amended, contemplates acquiring Bamboo Mart; no revenue or assets from this target are included in current results.

Recent performance

Annual net income swung from a $85,168 loss in 2022 to $451,465 in 2023 and $107,203 in 2024. Operating cash flow was negative each year: -$265,213 in 2022, -$778,606 in 2023, and -$729,744 in 2024. As of March 31, 2025, total assets were $10.6 million, total liabilities $7.1 million, and shareholder equity was negative $7.1 million. Cash and equivalents were $6,103 as of September 30, 2024. Diluted EPS was -$0.01 in 2022 and $0.07 in 2023.

Strategy

The company's stated strategy is to complete an initial business combination with a target in Asia (excluding China), and it has signed successive amended merger agreements with Bamboo Mart. It has repeatedly extended its business combination deadline via shareholder-approved amendments and trust deposits. The latest amendment, dated May 9, 2025, sets a closing deadline of September 30, 2025. The company failed to extend the deadline to June 16, 2025 because it did not deposit $50,000 into the trust account.

Risks

• Failure to complete business combination — The company failed to deposit $50,000 by May 16, 2025 to extend its termination date to June 16, 2025, triggering potential liquidation.
• Going concern and liquidity — As of March 31, 2025, shareholder equity was negative $7.1 million and cash outside trust was minimal, with cash and equivalents of only $6,103 as of September 30, 2024.
• Dependence on Bamboo Mart merger — The company's only announced target is Bamboo Mart, and the merger agreement has been amended at least three times, with the latest closing deadline of September 30, 2025.
• Negative operating cash flow — Operating cash flow was negative $729,744 in 2024 and has been negative every year since 2022, reflecting ongoing expenses without operating revenue.

Outlook

Management's stated focus is closing the proposed business combination with Bamboo Mart by September 30, 2025, per the amended merger agreement dated May 9, 2025. The company has disclosed that it failed to deposit $50,000 to extend the business combination period to June 16, 2025, and no liquidating distribution terms are provided in the excerpts. No operating outlook is provided as the company has no operations.