Item 8.01 Other Events
On January 8, Kairos Acquisition Corp. (the "Company") consummated its initial
public offering ("IPO") of 24,000,000 units ("Units"), each Unit consisting of
one Class A ordinary share, $0.001 par value per share ("Ordinary Share") and
one half of one warrant ("Public Warrant"), each whole warrant exercisable into
one Ordinary Share at an exercise price of $11.50 per share, pursuant to the
registration statements on Form S-1 (File Nos. 333-251553 and 333-251908) filed
with the Securities and Exchange Commission (the "SEC"). The Units were sold at
an offering price of $10.00 per Unit, generating gross proceeds of $240,000,000.
Pursuant to an underwriting agreement, dated January 5, 2021, between the
Company and Citigroup Global Markets Inc., as representative of the several
underwriters (the "Underwriters"), the Company granted the Underwriters a 45-day
option to purchase up to 3,600,000 additional Units solely to cover
over-allotments, if any (the "Over-Allotment Option").
As previously reported on a Current Report on Form 8-K of the Company, filed
with the SEC on January 11, 2021, simultaneously with the consummation of the
IPO, the Company completed a private placement (the "Private Placement") of an
aggregate of 7,300,000 placement warrants (the "Placement Warrants"), which were
purchased by Kairos Alpha Acquisition LLC (the "Sponsor") and HS Chronos LLC,
generating gross proceeds of $7,300,000.
On January 12, 2021, the underwriters exercised the Over-Allotment Option in
full and purchased an additional 3,600,000 Units (the "Over-Allotment Units"),
which were sold at an offering price of $10.00 per Unit, generating gross
proceeds of $36,000,000. In connection with the exercise of the Over-Allotment
Option, the Company sold an additional 720,000 warrants (the "Over-Allotment
Placement Warrants") to the Sponsor and HS Chronos LLC, generating gross
proceeds of $720,000.
In addition, an aggregate of 6,900,000 shares of Class B ordinary shares of the
Company (the "Founder Shares") held by the Sponsor and HS Chronos LLC prior to
the exercise of the Over-Allotment Option included an aggregate of up to 900,000
Founder Shares subject to forfeiture by the Sponsor and HS Chronos LLC to the
extent that the Over-Allotment Option was not exercised in full. As a result of
the Over-Allotment Option being exercised in full, no Founder Shares are subject
to forfeiture.
A total of $276,000,000 of the net proceeds from the sale of Units in the IPO
(including the Over-Allotment Units) and the Placement Warrants (including the
Over-Allotment Placement Warrants) were placed in a trust account established
for the benefit of the Company's public shareholders. An audited balance sheet
as of January 8, 2021, reflecting receipt of the net proceeds from the sale of
Units in the IPO and the Placement Warrants, but not the proceeds from the sale
of the Over-Allotment Units and the Over-Allotment Placement Warrants, has been
issued by the Company and is included as Exhibit 99.1 to this Current Report on
Form 8-K.
On January 12, 2021, the Company issued a press release announcing the closing
of the underwriters' Over-Allotment Option, a copy of which is attached as
Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Audited Balance Sheet
99.2 Press Release, dated January 12, 2021© Edgar Online, source Glimpses
