Bamboo Mart Limited entered into an agreement to acquire Kairous Acquisition Corp. Limited from Kairous Asia Limited and others for approximately $330 million.

Bamboo Mart Limited entered into an agreement to acquire Kairous Acquisition Corp. Limited (NasdaqGM:KACL) from Kairous Asia Limited and others for approximately $330 million on September 30, 2023. Pursuant to the merger agreement, the parties agreed to an initial merger consideration of $300 million (the ?Initial Merger Consideration?), subject to an adjustment of the initial merger consideration.

Kairous Acquisition will issue a certain number of its ordinary shares (? Purchaser Ordinary Shares ?) with a deemed price per share of $10.10, for a total value equal to the merger consideration to the Shareholder, whereby (i) 95% of the total consideration will be delivered to the shareholder at the closing and (ii) the remaining 5% of the total consideration shares will be held back by Kairous Acquisition for twelve months after the closing. In the event of a termination of the agreement, Bamboo Mart will pay a break-up fee of $50,000 to Kairous Acquisition.

NR Instant Produce Public Company Limited (SET:NRF) has agreed that as of the date of the Closing, will have minimum cash equal to no less than $2,000,000 (? Minimum Cash ?). The transaction is subject to the SEC having declared the registration statement with respect to the business combination effective, approved by the shareholders of KACL, 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, Kairous Acquisition shall have at least $5,000,001 in net tangible assets, Kairous Acquisition having remained listed on Nasdaq and the additional listing of the shares issued as Merger Consideration for the Merger Acquisition shall have been approved by Nasdaq.

The transaction unanimously approved by NR Instant Produce Public. The transaction is expected to close no later than March 31, 2024. As of May 20, 2024, the transaction is expected to close on June 16, 2024.

David Flechner of Allen & Overy LLP acted as legal advisor to NR Instant Produce Public. Lawrence Venick of Loeb & Loeb LLP acted as legal advisor to Kairous Acquisition.