Kairous Acquisition Corp. Ltd

One further month of runway bought with sponsor debt rather than company cash, with the conversion feature at $10.10 giving the sponsor an equity claim if a deal closes. The report states only the single month reached; it names no further extension steps and no trust balance.

The fourth consecutive funded monthly step at $50,000. It buys one month against a Bamboo Mart merger agreement whose Outside Date was moved to November 15, 2024 on March 29, 2024, so roughly six more monthly deposits would be needed to reach the deal's own outside date.

Six months after signing, the deal's diligence has not been requested and the fairness opinion has not been issued; the amendment reschedules all three and pushes the Outside Date to November 15, 2024. That is far beyond the April 16, 2024 business combination deadline the company has been buying in $50,000 monthly steps, so completion depends on continued monthly extensions as well as on the amended milestones being met.

The third consecutive funded monthly step at $50,000, following the reduction from $120,000 in January 2024. Each step adds another tranche convertible at $10.10 to the sponsor's position, and the report states no trust balance, no public share count and no target.

On February 28, 2024 the Staff notified the company that it approved the application to list its ordinary shares, warrants, rights and units on the Nasdaq Capital Market, with the transfer effective at the opening of business on March 1, 2024 — which resolves the matter by completing the move the company thought had already happened. Rule 5450(b)(2)(A) is a Global Market standard, so the notice and the cure are both about which tier the securities sit on.

A funded monthly step to March 16, 2024, again at $50,000 rather than the $120,000 paid in late 2023. The Working Capital Note maturity is pushed a full year, to December 16, 2024, on a facility whose limit was raised to $2,000,000 in October 2023 and which converts into shares at $10.10 at closing — so a maturity that had already lapsed in December 2023 is cured retroactively rather than repaid.

The monthly deposit drops from $120,000 in October and November to $50,000 here, so the amount added to trust per month of extension has fallen by more than half. Note also that this report is signed by Athiwat Apichote as Chief Executive Officer, where the November 13, 2023 report was signed by Joseph Lee Moh Hon; the change is not explained in this document.

A second consecutive funded monthly extension on identical terms to the October 10 deposit: same $120,000, same sponsor, same $10.10 conversion. The deadline stated in the filing is December 16, 2023, reached by an actual deposit rather than an option to deposit.

The sponsor's working-capital facility doubles. Because the recited terms convert the balance into ordinary shares at $10.10 at closing rather than repaying cash, a larger drawn balance is a larger share issuance to the sponsor at the same fixed price.

A funded, executed extension: the deposit was made and the deadline moved to November 16, 2023 as stated in the filing. The consideration is a sponsor note convertible at $10.10 per share on closing, so the extension is paid for in future dilution rather than cash repayment.

The maturity is moved past a date that had already passed: the note was payable on July 30, 2023 and is amended on September 18 to run to December 16, 2023. Conversion remains at $10.10 per share concurrently with a closing, so the up-to-$1,000,000 facility adds to the sponsor's share entitlement alongside the four $120,000 monthly extension notes and the two $360,000 extension notes already outstanding.

A fourth consecutive $120,000 month, taking the sponsor's mandatory conversion entitlement to $480,000 at $10.10 across these four notes alone, on top of two $360,000 extension notes and a converted working capital note. The company has had no announced target since the Wellous merger agreement was mutually terminated on June 22, 2023, and it received a second Nasdaq deficiency notice the day after this deposit was made.

Two continued-listing deficiencies now run at once, and the earlier one expires first: the market-value compliance period ends October 2, 2023, three weeks after the second notice arrived. The company names its alternative — applying to transfer to the Nasdaq Capital Market, which it states requires 300 public holders rather than 400, an online application, a $5,000 fee and meeting that market's continued listing requirements.

A third consecutive $120,000 month, taking the sponsor's stated conversion entitlement to $360,000 at $10.10 across these three notes alone, on top of the two $360,000 extension notes and the working capital note already amended to convert on the same terms. The company has had no announced target since it mutually terminated the Wellous merger agreement on June 22, 2023, so the accumulating dilution is buying search time.

A second consecutive $120,000 month, and it was funded on June 30 — eight days after the company mutually terminated its merger agreement with Wellous Group on June 22, 2023. The sponsor is buying search time for a vehicle with no announced target. Each such note converts at $10.10 rather than being repaid, so the cumulative dilution grows one month at a time.

The SPAC loses its announced target and keeps searching, four days after paying $120,000 into the trust to buy time to July 16, 2023 for a deal that was about to be abandoned. Two facts limit what can be read into it: the termination was mutual under a bilateral provision rather than a for-cause exit, and no break fee changed hands in either direction. No reason is given anywhere in the report.

The price of this month is $120,000 into the trust, up from the $360,000 quarterly extension notes this sponsor funded in December 2022 and March 2023. Conversion is stated as mandatory rather than optional — 'will be converted' — so if a combination closes the sponsor takes shares at $10.10 and the loan is never repaid in cash. The date this filing establishes is July 16, 2023; it says nothing about further months.

The sponsor's loans stop being debt the company must repay and become equity issued at closing, which removes a cash claim but dilutes public holders at prices set by the notes rather than by the market. The amendments change conversion from an option into a requirement for the extension notes. The $360,000 deposits themselves are what bought earlier extensions, so this filing is the record of how that time was financed.