Wellous Group Limited agreed to acquire Kairous Acquisition Corp. Limited from Kairous Asia Limited and others for approximately $270 million in a reverse merger transaction.
The boards of directors of both Wellous and Kairous have unanimously approved the Proposed Transaction. Transaction is subject to approval of including regulatory approvals and other customary closing conditions. Consummation of the Merger Agreement and the transactions therein is conditioned on, among other things, the SEC having declared the registration statement with respect to the Business Combination effective; approval by Kairous' and Wellous' shareholders; all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have been made and any applicable waiting period shall have been completed; and as of the Closing, KACL shall have at least $5,000,001 in net tangible assets. Contemporaneously with the execution of the Merger Agreement, certain Shareholders, representing 90% of voting power of Wellous Group Limited, entered into a support agreement pursuant to which such Shareholders agree to, among other things, vote their shares in favor of the Merger Agreement and the proposed Business Combination. Contemporaneously with the execution of the Merger Agreement, certain holders of KACL common stock, representing 52.0% of the voting power of KACL, entered into a support agreement, pursuant to which such holders agreed to, among other things, agree to vote their shares in favor of the Merger Agreement and the Business Combination. The transaction is expected to close in mid 2023. As of June 15, 2023, Kairous Asia Limited, the initial public offering sponsor, has deposited into the Kairous trust account an aggregate of $0.12 million in order to extend the period of time the Kairous has to complete a business combination for an additional one month period, from June 16, 2023, to July 16, 2023. The Kairous Asia Limited issued a promissory note to Sponsor with a principal amount equal to the amount deposited. The promissory note bears no interest and will be converted into the Kairous ordinary shares at a price of $10.10 per share at the closing of a business combination by the Kairous.
Chardan is serving as M&A and Capital Markets advisor and Lawrence Venick of Loeb & Loeb LLP is serving as legal advisor to Kairous. Arila E. Zhou of Robinson & Cole LLP is serving as legal advisor to Wellous.