Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405



STYLE="font: 10pt Times New Roman, Times, Serif">

















































OMB
APPROVAL









UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






Washington,
D.C. 20549





OMB
Number:



3235-0058






Expires:



February
28, 2022






Estimated
average burden hours per response.



2.50





































FORM
12b-25




SEC
FILE NUMBER






001-41155


















CUSIP
NUMBER







NOTIFICATION
OF LATE FILING




G52131102






















(Check
one):





Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN ☐ Form N-CSR













For
Period Ended:


June 30

, 2022






Transition Report on Form 10-K





Transition Report on Form 20-F





Transition Report on Form 11-K





Transition Report on Form 10-Q








For
the Transition Period Ended: ____________________










Read
Instruction (on back page) Before Preparing Form. Please Print or Type.




Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.









If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:









PART
I — REGISTRANT INFORMATION











































KAIROUS
ACQUISITION CORP. LIMITED



Full
Name of Registrant









Former
Name if Applicable






Unit
9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, Taman Tun Dr. Ismail, Tel: +603 – 7733 9340



Address
of Principal Executive Office

(Street and Number)







Kuala
Lumpur, Malaysia, 60000



City,
State and Zip Code







































PART
II — RULES 12b-25(b) AND (c)









If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)













































(a)



The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;






















(b)



The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and





















(c)



The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.









PART
III — NARRATIVE









State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach extra Sheets if Needed)








The
Registrant is filing this Form 12b-25 to report that it is unable to file its Annual Report on Form 10-K for the fiscal year ended
June 30, 2022 within the prescribed time period without unreasonable effort or expense because the financial statements could not be
completed in time to timely file. The Registrant anticipates that it will file its Form 10-K within the fifteen-day grace period provided
by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.









PART
IV — OTHER INFORMATION














(1)



Name
and telephone number of person to contact in regard to this notification


























Joseph
Lee






+603






7733
9340




(Name)






(Area
Code)






(Telephone
Number)

























































(2)



Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).












Yes
☒ NO ☐



























(3)



Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?












Yes
☐ NO ☒






























If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.


























KAIROUS
ACQUISITION CORP. LIMITED




(Name
of Registrant as Specified in Charter)








has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.






























Date:



September 28, 2022




By:




/s/
Joseph Lee











Name:



Joseph
Lee










Title:



Chief
Executive Officer








INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.









ATTENTION


Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).























The above information was disclosed in a filing to the SEC. To see the filing, click here.

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