KACLFBlank ChecksIFRS · EUR

Kairous Acquisition Corp. Ltd

Kairous Acquisition Corp. Ltd is a special purpose acquisition company (SPAC) formed to raise capital through an IPO and private placement and then use that capital to complete a future business combination. It does not operate a traditional operating business today; its value proposition is to identify and merge with an operating company, at which point it would become an active public company platform.

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Operating profit (EBIT)-0.9m EUR
+1.5 %y/y
Net income0.1m EUR
−76.3 %y/y
Free cash flow-0.7m EUR
+6.3 %y/y

Fiscal year 2024 · change from previous year

Development 2022–2024

-1.0-0.8-0.6-0.4-0.20.0m EUR2022: EBIT -0.20 m EUR20222023: EBIT -0.93 m EUR20232024: EBIT -0.91 m EUR2024-0.91
RevenueOperating profit (EBIT)
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Business

Share of revenue
Capital raising via IPO100 %

Issuance of public units that provide cash to fund the SPAC structure and future acquisition process.

Private placement financing0 %

Sponsor-backed private units sold alongside the IPO to add capital and align insiders with the transaction.

Business combination vehicle0 %

A shell company structure designed to acquire an operating business and take it public.

Customers

Kairous does not sell products to end customers in the normal operating sense. Its counterparties are IPO investors, private placement investors, the sponsor, and ultimately a target operating company that may merge with the SPAC.

Public IPO investors

Buy units for exposure to the trust account, warrants, and potential upside from a future merger.

Private placement investors

Provide additional capital through private units and support the SPAC structure.

Sponsor and insiders

Back the vehicle, hold founder interests, and help source and negotiate a business combination.

Target acquisition companies

Potential merger targets that would use the SPAC to access public markets.

Strategy

The core strategy is to preserve IPO proceeds in trust while searching for a suitable business combination. Success depends on identifying a target, negotiating terms, and completing a merger before capital is returned to shareholders.

Identify an attractive acquisition targetShort term

The company has no operating business until it completes a merger.

Complete the business combinationShort term

Closing a transaction is the key event that converts the SPAC into an operating public company.

Maintain capital and governance flexibilityMedium term

Trust-account structure and sponsor restrictions are central to preserving deal optionality.

Geography

The company is organized in the United States, but the disclosed activity in the report is primarily capital formation rather than operating geography. Because it is a blank-check company, geographic exposure will depend on where the eventual acquisition target operates.

Risks

The main risk is execution: if Kairous cannot identify and close a suitable business combination, it may be forced to liquidate and return trust funds. As a SPAC, it also faces redemption risk, valuation risk, and the possibility that market conditions make it harder to complete a transaction on acceptable terms.

Sorted by severity
LowMediumHighLowMediumHighImpact →Likelihood →Failure to complete a business combination1SPAC structure and governance risk4
Impact is the risk’s severity and likelihood how probable it is over the next few years, both assessed from the company’s reports. Numbers match the list.
  1. Failure to complete a business combinationImpact: CriticalLikelihood: Medium

    The company exists to acquire a target; without a closing, it has no operating business model.

    Exposure: Could lead to liquidation and return of trust funds

  2. Shareholder redemptionsImpact: High

    Public investors may redeem shares before closing, shrinking the cash pool available for the transaction.

    Exposure: Reduces funds for acquisition and post-merger operations

  3. Target valuation and deal execution riskImpact: High

    Market volatility can make it difficult to agree on terms that satisfy both sides.

    Exposure: May delay or prevent a transaction

  4. SPAC structure and governance riskImpact: MediumLikelihood: Low

    Founder shares, warrants, and sponsor arrangements can create conflicts with public shareholders.

    Exposure: Can affect voting outcomes and investor perception

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Accounting

Judgemental items
Trust account accounting

The majority of IPO proceeds were placed in trust for public shareholders, so classification and restricted cash treatment matter.

Impact: Affects liquidity presentation and redemption-related obligations

Warrant and right classification

Units include warrants and rights that may require complex equity vs liability assessment.

Impact: Can affect fair value measurements and earnings volatility

Deferred underwriting commission

A portion of underwriting fees is payable only if a business combination closes.

Impact: Creates contingent liabilities tied to transaction completion

Transaction and formation costs

IPO-related costs and future merger costs are significant for a blank-check company.

Impact: Affects equity, expenses, and post-merger opening balance sheet

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Last updated: 24/09/2026