Kairous Acquisition (KACL) - 2024 Q3 - Quarterly Report

Financial Performance - The Company had a net income of $46,544 for the three months ended March 31, 2024, resulting from interest income of $204,839, offset by operating costs of $158,295[146]. - For the nine months ended March 31, 2024, the Company reported a net income of $69,863, with interest income from the Trust Account amounting to $812,041, against operating costs of $742,178[148]. - The Company had net cash used in operating activities of $500,040 for the nine months ended March 31, 2024, due to changes in operating assets and liabilities[152]. - The Company has a history of losses and insufficient liquidity, raising substantial doubt about its ability to continue as a going concern[156]. - For the three and nine months ended March 31, 2024, diluted income per share is the same as basic income per share due to the absence of dilutive securities[166]. Liquidity and Capital Structure - As of March 31, 2024, the Company had a working capital deficit of $2,813,646 and cash of $385, indicating insufficient liquidity to meet future obligations[155]. - The Company plans to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence[154]. - The Company intends to use substantially all funds in the Trust Account for an initial business combination, with remaining proceeds allocated for working capital and growth strategies[157]. - As of March 31, 2024, the Company had no off-balance sheet arrangements[158]. Business Combination and Acquisition Plans - The Company executed a Merger Agreement on September 30, 2023, to merge with NR Instant Produce Public Company Limited and Bamboo Mart Limited, which will result in a publicly traded company[141]. - The Company has incurred significant costs in pursuit of its acquisition plans and does not expect to generate operating revenues until after completing its initial business combination[155]. - 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[137]. Initial Public Offering - The Company generated gross proceeds of $78,000,000 from its Initial Public Offering of 7,800,000 Units on December 16, 2021[150]. - The Company sold 7,800,000 ordinary shares in the Initial Public Offering, which contain a redemption feature related to liquidation and business combinations[164]. - The underwriter received a cash underwriting discount of $1,559,900 and a deferred fee of $2,730,000, payable upon completion of a business combination[161]. Accounting and Regulatory Matters - The Company recognizes changes in redemption value of ordinary shares immediately, adjusting the carrying value to equal the redemption value at each reporting period[165]. - The Company is assessing the impact of ASU 2020-06, effective July 1, 2024, which simplifies accounting for certain financial instruments[169]. - The Company is currently evaluating the potential impact of ASU 2023-09 on its financial position, effective for annual periods beginning after December 15, 2024[170]. - As of March 31, 2024, the Company was not subject to any market or interest rate risk[172].