Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 3, 2023, Kairous Acquisition Corp. Limited (the "Company") received a
written notification from the Listing Qualifications Department of The Nasdaq
Stock Market LLC ("Nasdaq"). The notification indicated that the Company did not
meet the $50,000,000 minimum market value of listed securities ("MVLS") required
to maintain continued listing as set forth in Nasdaq Marketplace Rule
5450(b)(2)(A) for the 30-business day period ended March 31, 2023.
Under applicable Nasdaq rules, the Company will have 180 calendar days from the
date of the notification, or until October 2, 2023, to regain compliance by
meeting the continued listing requirements, namely when the market value of
listed securities closes at $50,000,000 or more for a minimum of 10 consecutive
business days. If at any time on or before October 2, 2023, the MVLS of the
Company's ordinary shares closes at $50,000,000 or more for a minimum of 10
consecutive business days, Nasdaq will provide the Company with written
confirmation that the Company has achieved compliance with the minimum MVLS
listing requirement and the matter will be closed. If the Company is unable to
regain compliance with the Rules during the 180-day period, and the Company
receives a delisting determination from Nasdaq, the Company may, at that time,
request a hearing to remain on the Nasdaq Global Market, which request will
ordinarily suspend such delisting determination until a decision is issued by
Nasdaq subsequent to the hearing.
In the alternative, the Company may consider applying for a transfer to The
Nasdaq Capital Market, which requires a minimum MVLS of $35 million. In order to
transfer, the Company would need to submit an online transfer application, pay a
$5,000 application fee and meet the Capital Market's continued listing
requirements.
The Company's management is reviewing various options available to the Company,
including regaining compliance and continued listing on The Nasdaq Global Market
or applying for a transfer to The Nasdaq Capital Market. The Company intends to
actively monitor and assess the market value of its publicly held shares and
publicly listed securities. However, there can be no assurance that the Company
will be successful in regaining compliance with the Rules and maintaining the
listing of the Company's securities on the Nasdaq Global Market.
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KAIROUS ACQUISITION CORP. LIMITED 
