NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the founder shares, Private Placement Units, shares being issued to the underwriters of the Initial Public Offering, and units that may be issued on conversion of Extension Loans and Working Capital Note (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts. On December 16, 2021, the underwriters partially exercised the over-allotment option by purchasing 300,000 additional units, generating $3,000,000.

The underwriters were paid to a cash underwriting discount of $0.20 per Unit, or $1,500,000 in the aggregate (or $1,725,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $2,625,000 in the aggregate (or $3,018,750 in the aggregate if the underwriters’ over-allotment option is exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Upon partial exercise of the over-allotment option, the Company paid the underwriters an additional fee of $59,900 (net of Representative’s purchase option fee of $100) and an additional deferred fee of $105,000 which will be payable upon completion of a Business Combination.

The underwriters were also issued 39,000 Ordinary shares as representative shares, in connection with the IPO. Upon close of the Initial Public Offering, the Company recorded additional issuance costs of $341,230, the grant date fair value of the shares, with an offset to additional paid-in capital.

On December 8, 2022, the Company and the underwriters in the IPO, entered into an amendment of the underwriting agreement (the “UWA Amendment”). The UWA Amendment provides that the $2,730,000 deferred underwriting fee from the IPO (the “Deferred Underwriting Fee”) shall be paid as follows: (a) to the extent that the balance in the Company’s trust account (the “Trust Account”) as of the Closing Date exceeds $2,000,000, such excess shall be applied to the payment of the Deferred Underwriting Fee in cash up to $2,730,000, and (b) any amounts not so paid pursuant to the preceding clause (a) shall be converted into Purchaser ordinary shares at a conversion rate of $10.00 per share.

The Company is in the process of liquidating the Trust Account and redeeming the Public Shares. The deferred underwriting fee will be not reversed until the Trust Account is liquidated.

Advisory Agreement

On June 14, 2023, the Company entered into a letter agreement with Chardan Capital Markets, LLC (“Chardan”) in which the company retains Chardan to provide financial advisory services including (i) advise and assist the Company in negotiating the terms and conditions in the business combination, (ii) introduce the Company to potential targets, takeover candidates, investors and/or business partners, (iii) perform other financial advisory services as agreed upon, and (iv) engage additional broke-dealers upon the Company’s written consent. As compensation for such services, the Company is to pay Chardan advisory fees which become payable upon the consummation of the business combination. The advisory fee is the greater of (a) $2,000,000 and (b) the total of 3% of the first $100 million of merger consideration, 2% of the merger consideration between $100 million and $200 million, and 1% of the merger consideration exceeding $200 million.

Because the consummation of the business combination is contingent and is not in the control of the Company, the Company cannot reasonably assess if the liabilities due to Chardan will incur. Accordingly, the Company does not accrue expenses due to Chardan until the consummation of the business combination.

Business Combination Agreement

On September 30, 2023, the Company executed and amended Merger Agreements with Bamboo for merger consideration of $188,000,000. For details, please refer to Note 1.

In addition to the merger consideration to $188,000,000 to be received in connection with the Acquisition Merger, the Bamboo Shareholders have the right to receive “Earnout Consideration” (as defined in the A&R Merger Agreement) of up to 8,554,455 shares of the Purchaser Ordinary Shares as follows:

As previously disclosed, pursuant to the terms of a Share Purchase Agreement (“SPA”) dated June 30, 2023, by and among Kairous Ventures Limited (“KVL”), and Regeneration Capital (Cayman) Limited (the “Buyer” ), KVL agreed to sell to Buyer, and Buyer agreed to purchase from KVL, an aggregate of 49 ordinary shares, representing a 49% equity interest in, Kairous Asia Limited, which is the Company’s sponsor (the “Sponsor”) for an aggregate purchase price of $1,486,504 (the “Transaction”). In addition, KVL also offered the Buyer a 30-day call option to purchase the remaining 51% equity interest in the Sponsor at cash consideration of approximately $1.1 million. The Transaction was consummated on July 14, 2023, and the Buyer did not exercise the call option before it expired.

The Company analyzed the SPA entered into in June 2023 under SAB Topic 5, Miscellaneous Accounting, section T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). Because the sum of the fair value of 49% equity interest in the Sponsor KVL transferred and the fair value of 30-day call option offered was below the cash consideration of $1.49 million, the Company did not record expense under SAB Topic 5T.

The Buyer and Bamboo Mart Limited are under the common control of NRIP. Mr. Dhas Udomdhammabhakdi was appointed as an independent director and chairman of the Audit Committee of Kairous Acquisition Corp. Limited on November 25, 2023. He has served as an independent director since 2018 and as Chairman of risk management committee since 2021 of the board of NRIP.

On September 15, 2023, the Buyer and KVL entered into a loan facility agreement in the amount of up to $1,300,000 (the “Facility Agreement”). The loan bears interest at 6.5% per annum. KVL has drawn down the full $1,300,000 of this facility. On September 15, 2023, the Buyer and KVL entered into an Equitable Share Mortgage Agreement (the “Share Mortgage”), pursuant to which KVL mortgaged the 51% equity interest in the Sponsor to and for the benefit of the Buyer, as security for KVL’s obligation under the Facility Agreement (the “Mortgaged Shares”). KVL retained all rights to vote the Mortgaged Shares unless and until an event of default under the Facility Agreement and/or the Share Mortgage occurs.

On September 25, 2024, the Buyer issued a demand notice to KVL, notifying KVL that it had not repaid the loan or any other amounts due and payable under the terms of the Facility Agreement, and requesting repayment of $1,384,331 (representing the loan together with interest and default interest thereon accrued up to September 23, 2024) by no later than September 30, 2024, failing which the Buyer intended to enforce the Share Mortgage over the Mortgaged Shares. On November 1, 2024, the Buyer took legal title of the Mortgaged Shares from KVL, and became the record and beneficial owner of 100% of the Sponsor. The Company analyzed the settlement of $1,384,331 between KVL and the Buyer under SAB Topic 5, Miscellaneous Accounting, section T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s) and concluded that such settlement provides the Company with a benefit in the form of the right to receive additional extension contributions from the Buyer. However, KVL transferred the equity interest at premium and the Company did not record expense under SAB Topic 5T.

On August 23, 2024, the Buyer entered into a share purchase agreement (the “SPA 2024”) with Mr. Oran Vongsuraphichet, an unrelated third party with the Buyer and KACL. Pursuant to the SPA 2024, the Buyer agreed to sell to Mr. Oran, and Mr. Oran agreed to purchase from the Buyer for an aggregate of 166,667 ordinary shares, representing a 7.2% equity interest in KAL, for an aggregate purchase price of $300,000. The issuance of share is to raise fund to support the operating activities of the Company. In the event that KACL is unable to complete a listing on NASDAQ, Mr. Oran has the put option to sell the shares back to the Buyer at $312,370. The transaction was closed on December 13, 2024. The Company analyzed the SPA 2024 under SAB Topic 5, Miscellaneous Accounting, section T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s) and concluded that the SPA 2024 provides the Company with a benefit in the form of the right to receive additional extension contributions from the new investor. However the Buyer sold 7.2% equity interest at premium and the Company did not record expense under SAB Topic 5T.

On September 17, 2024, the Buyer entered into a share purchase agreement (the “SPA 2024”) with Ms. Benyapa Rungruangnavarat, an unrelated third party with the Buyer and KACL. Pursuant to the SPA 2024, the Buyer agreed to sell to Ms. Benyapa, and Ms. Benyapa agreed to purchase from the Buyer for an aggregate of 783,000 ordinary shares, representing a 33.9% equity interest in KAL, for an aggregate purchase price of $1,200,000. The issuance of share is to raise fund to support the operating activities of the Company. The transaction was closed on February 20, 2025. The Company analyzed the SPA 2024 under SAB Topic 5, Miscellaneous Accounting, section T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s) and concluded that the SPA 2024 provides the Company with a benefit in the form of the right to receive additional extension contributions from the new investor. However the Buyer sold 33.9% equity interest at premium and the Company did not record expense under SAB Topic 5T. On June 24, 2025, the Buyer and Ms. Benyapa entered into a share repurchase agreement, pursuant to which the Company repurchased the 783,000 ordinary shares in KAL at cash consideration of THB 183,490,000 (equivalent to $6.1 million). The repurchase transaction is guaranteed by NRF. As of the date of this report, the repurchase has not closed.