Wellous Group Limited agreed to acquire Kairous Acquisition Corp. Limited (NasdaqGM:KACL) from Kairous Asia Limited and others for approximately $270 million in a reverse merger transaction on December 9, 2022. Pursuant to the Merger Agreement, KACL will issue 26,732,672 ordinary shares with a deemed price per share US$10.10 for a total value of $270,000,000 and up to an additional 5,400,000 ordinary shares may be issued to the Shareholders as contingent post-closing earnout consideration. Post completion of transaction, Wellous will become a publicly listed company and will be renamed as “Wellous Group Holdings Limited” (the “Combined Company”) and expects to list its ordinary shares on Nasdaq. Cash proceeds raised will consist of Kairous’s approximately $21 million in trust (assuming no redemptions by Kairous’s existing public shareholders) which is anticipated to support the Wellous Group's growth capital needs and to be used for general working capital purposes. After the closing, Wellous shareholders are expected to retain a majority of the outstanding shares of the Combined Company and Wellous will designate a majority of proposed directors for the Combined Wellous Group's board. The Wellous management team, led by its co-founders Andy Tan and Henry Chin, will continue to run the Combined Company after the closing of the Proposed 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.

Wellous Group Limited terminated the agreement to acquire Kairous Acquisition Corp. Limited (NasdaqGM:KACL) from Kairous Asia Limited and others on June 22, 2023.