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].
Kairous Acquisition Corp. Limited(KACLU) - 2024 Q4 - Annual Report