UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in Its Charter) Cayman Islands n/a (State or other jurisdict ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in Its Charter) Cayman Islands n/a (State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |------------------------- ...

IPO and Fundraising - The Company completed its IPO on December 16, 2021, raising gross proceeds of $78,000,000 from the sale of 7,800,000 units at an offering price of $10.00 per unit[15]. - A total of $78,780,000 from the IPO and private placements was placed in a trust account for public shareholders, with funds only released upon completion of a business combination or liquidation[17]. - The Company completed a Private Placement of 348,143 Units at a price of $10.00 per Unit, generating gross proceeds of $3,481,430[196]. - The company plans to utilize cash from the IPO and Private Placement, share capital, and debt to facilitate business combinations[44]. Merger and Acquisition Plans - The Company entered into a merger agreement with NR Instant Produce Public Company Limited and Bamboo Mart Limited on September 30, 2023, with a merger consideration of $188,000,000[20][22]. - The Bamboo Shareholders may receive up to 8,554,455 shares of the Purchaser Ordinary Shares as earnout consideration based on specific revenue and stock price conditions[24]. - The merger agreement includes specific deadlines for due diligence and fairness opinion issuance, with the closing expected by March 31, 2025[23]. - The company aims to acquire businesses with enterprise values between $120 million and $300 million, targeting those with an annual revenue or net profit growth rate of at least 50%[38]. - The company has faced challenges in identifying acquisition candidates due to the impact of COVID-19 on potential target companies[18]. Business Strategy and Market Focus - The company intends to focus on fast-growing technology sectors, including e-commerce, fintech, insurtech, digital health, and digital media, primarily in Asia (excluding China)[34]. - Southeast Asia's GDP growth is projected at 5% per annum through 2025, with a population of over 674 million and approximately 400 million Internet users, indicating significant market potential[35]. - The management team aims to leverage regional investment experience and local expertise to achieve significant returns for investors[31]. - The company emphasizes strong deal sourcing capabilities through a broad network of contacts and corporate relationships in Southeast Asia[30]. Financial Performance and Position - The company reported a net income of $107,203 for the year ended June 30, 2024, resulting from interest income on investments held in a trust account of $1,021,573, offset by operating costs of $914,370[119]. - For the year ended June 30, 2023, the company had a net income of $451,465, with interest income from the trust account amounting to $1,380,151, offset by operating costs of $928,686[120]. - As of June 30, 2024, the company had a working capital deficit of $3,135,837 and cash of $985, indicating insufficient liquidity to meet future obligations[125]. - The company has a history of losses and has not generated cash from operations to support its ongoing business plan[125]. Governance and Management - The management team has extensive experience in M&A, with the CFO having over 23 years in the end-to-end M&A life cycle across various industries[29]. - The company’s independent directors oversee director nominations and have established a corporate governance and nominating committee[158]. - The company has a standing audit committee that reviews the performance of independent accountants and the integrity of financial statements[159]. - The Compensation Committee reviewed and approved the compensation of executive officers, with the CEO and CFO each receiving THB 100,000 (approximately $2,800) monthly since November 2023[162]. Risks and Challenges - The company may face significant risks due to a lack of business diversification, potentially relying on the performance of a single business or a limited number of products[53]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire sizable target businesses[85]. - The company has not yet secured third-party financing for potential business combinations, as no specific targets are currently under consideration[33]. - The company may face challenges in completing simultaneous acquisitions due to the need for multiple sellers to agree on terms[54]. Shareholder Rights and Transactions - Shareholders may convert their public shares into their pro rata share of the trust account, but initial shareholders have agreed not to convert any of their shares[69]. - The company has the flexibility to avoid a shareholder vote by allowing shareholders to sell their shares through a tender offer[58]. - Related-party transactions require prior approval by a majority of uninterested independent directors to ensure terms are no less favorable than those available from unaffiliated third parties[211]. - The company will not consummate its initial business combination with an entity affiliated with any officers or directors without independent fairness opinions and disinterested director approval[174].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one redeemable warrant KACLU The Nasdaq Stock Market LLC FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging Growth Company ☒ Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one KACLU The Nasdaq Stock Market LLC FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For ...

Financial Performance - As of September 30, 2023, the company reported a net loss of $57,815, with operating costs of $357,484 and interest income of $299,669 from the Trust Account[125]. - The company has a history of losses and insufficient liquidity, raising substantial doubt about its ability to continue as a going concern[130]. - Net (loss) income per share for the three months ended September 30, 2023, is the same as basic income (loss) per share, as there were no dilutive securities[138]. Cash and Working Capital - The company had cash of $3,150 outside the Trust Account and a working capital deficit of $1,988,952 as of September 30, 2023[129]. - The company intends to use substantially all funds in the Trust Account to complete an initial business combination[131]. Business Operations - The company has not engaged in any operations or generated operating revenues since its inception on March 24, 2021, and does not expect to do so until after completing its initial business combination[124]. - The company incurred significant costs in pursuit of its acquisition plans and expects to continue to have negative cash flows from operations[129]. Financing and Agreements - The company entered into six unsecured promissory note arrangements with the Sponsor, each for $120,000, to extend the time available for completing a business combination until December 16, 2023[120]. - The company executed a new Merger Agreement on September 30, 2023, to merge with NR Instant Produce Public Company Limited and Bamboo Mart Limited[123]. Shareholder Information - The company has 7,800,000 ordinary shares subject to possible redemption, classified outside of permanent equity due to SEC guidance[137]. Risk and Accounting - The company is not subject to any market or interest rate risk as of September 30, 2023[140]. - Management believes that recently issued accounting standards will not have a material effect on the financial statements[139]. - As of September 30, 2023, the company did not have any off-balance sheet arrangements[140].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-41155 KAIROUS ACQUISITION CORP. LIMITED (Exact name of registrant as specified in its charter) | --- | --- | |------------ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging Growth Company ☒ Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one KACLU The Nasdaq Stock Market LLC FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41155 Kairous Acquisition Corp. Limited (Exact Name of Registrant as Specified in Its Charter) Cayman Islands n/a (State or other jurisd ...