Other preliminary proxy statements



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




















UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549




























Schedule
14A






















Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

























Filed
by the Registrant













Filed
by a Party other than the Registrant

















Check
the appropriate box:






















































Preliminary
Proxy Statement













Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))













Definitive
Proxy Statement













Definitive
Additional Materials













Soliciting
Material Pursuant to § 240.14a-12








KAIROUS
ACQUISITION CORP. LIMITED







(Name
of Registrant as Specified In Its Charter)










(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)









Payment
of Filing Fee (Check the appropriate box):





































No
fee required.













Fee
paid previously with preliminary materials.













Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


















































KAIROUS
ACQUISITION CORP. LIMITED


Unit 9-3, Oval Tower @ Damansara,


No. 685, Jalan Damansara,


60000 Taman Tun Dr. Ismail,


Kuala Lumpur, Malaysia








November
        , 2022








Dear
Shareholders:








On
behalf of the Board of Directors of Kairous Acquisition Corp. Limited (the “

Company

” or “

we

”),
I invite you to attend our Annual General Meeting of Shareholders (the “

Annual Meeting

”). We hope you can join us.
The Annual Meeting will be held:





























At:



Unit
9-3 @ Oval Damansara, Jalan Damansara, 60000 TTDI, Wilayah Persekutuan Kuala Lumpur, Malaysia. (and via video conference at https://[  ]






On:



,
2022






Time:



10
a.m. local time










The
Notice of Annual Meeting of Shareholders, the Proxy Statement and the proxy card accompany this letter, together with our Annual Report
on Form 10-K for the fiscal year ended June 30, 2022 will be first mailed to our shareholders on or about November [   ] ,
2022.








As
discussed in the enclosed Proxy Statement, the Annual Meeting will be devoted to:








(i)
A proposal to amend (the “

Charter Amendment

”) the Company’s amended and restated memorandum and articles of
association (the “

Charter

”) to extend the date by which the Company has to consummate a business combination (the


Extension

”) a total of eight (8) times, as follows: (i) two (2) times for an additional three (3) months each time
from December 16, 2022 (the “

Current Termination Date

”) to June 16, 2023, followed by (ii) six (6) times for an additional
one (1) month each time from June 16, 2023 to December 16, 2023 (the termination date as so extended, the “

Extended Termination
Date

”);








(ii)
A proposal to amend (the “

Trust Amendment

”) the Company’s investment management trust agreement (the “

Trust
Agreement

”), dated as of December 13, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the


trustee

”), as amended, to extend the date on which to commence liquidating the trust account (the “

Trust
Account

”) established in connection with the Company’s initial public offering (the “

IPO

”) a total
of eight (8) times, as follows: (i) two (2) times for an additional three (3) months each time from December 16, 2022 to June 16, 2023,
followed by (ii) six (6) times for an additional one (1) month each time from June 16, 2023 to December 16, 2023; by depositing into
the trust account $360,000 for each three-month extension and $120,000 for each one-month extension (each, an “

Extension Payment

”)
in the event the Company has not consummated a business combination by the Extended Termination Date;








(iii)
A proposal to re-elect six (6) directors to serve until the next Annual Meeting of Shareholders and until their respective successors
have been duly elected and qualified or until his or her earlier resignation, removal or death; and








(iv)
To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “

Adjournment
Proposal

”).








The
Company’s IPO prospectus dated December 13, 2021 provides that the Company has until September 16, 2023 (after three three-month
extensions) to complete its initial business combination. The only way to extend the Combination Period from December 16, 2022 without
the need for a separate shareholder vote under the current Charter and Trust Agreement is for our insiders or their affiliates or designees,
upon five (5) days’ advance notice prior to the applicable deadline, to deposit into the Trust Account $780,000 (i.e., $0.10 per
each issued and outstanding Company ordinary share issued in the IPO (each, a “

Public Share

”)), for each three-month
extension, on or prior to the date of the applicable deadline. The purpose of the Charter Amendment and the Trust Amendment is to allow
the Company an option to further extend the time to complete a business combination. Our board of directors has determined that it is
in the best interests of our shareholders to allow the Company to extend the time to complete a business combination a total of eight
(8) times, as follows: (i) two (2) times for an additional three (3) months each time from December 16, 2022 to June 16, 2023, followed
by (ii) six (6) times for an additional one (1) month each time from June 16, 2023 to December 16, 2023, and provide that the date for
cessation of operations of the Company if the Company has not completed a business combination would similarly be extended to the Extended
Termination Date.


















2














The
purpose of the Charter Amendment and the Trust Amendment is to allow for two (2) three-month extensions followed by six (6) one-month
extensions, with a required Extension Payment of $360,000 for each three-month extension and $120,000 for each one-month extension. Our
insiders or their affiliates or designees will elect to exercise each extension on an as-needed basis only.






We
know that many of our shareholders will be unable to attend the Annual Meeting. We are soliciting proxies so that each shareholder has
an opportunity to vote on all matters that are scheduled to come before the shareholders at the Annual Meeting. Whether or not you plan
to attend, please take the time now to read the Proxy Statement and vote by submitting by mail a paper copy of your proxy or vote instructions,
so that your shares are represented at the meeting. You may also revoke your proxy or vote instructions and change your vote at any time
prior to the Annual Meeting. Regardless of the number of Company shares you own, your presence in person or by proxy is important for
quorum purposes and your vote is important for proper corporate action.








Thank
you for your continuing interest in Kairous Acquisition Corp. Limited. We look forward to seeing you at the Annual General Meeting.








If
you have any questions about the Proxy Statement, please contact us at Kairous Acquisition Corp. Limited, Unit 9-3, Oval Tower @ Damansara,
No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia. You may also contact the proxy solicitor with any questions
at:








Morrow
Sodali LLC






333
Ludlow Street, 5th Floor, South Tower






Stamford,
CT 06902






Individuals
call toll-free (800) 662-5200






Banks
and Brokers call (203) 658-9400






Email:
KACL.info@investor.morrowsodali.com








Sincerely,
























/s/
Joseph Lee Moh Hon







Joseph
Lee Moh Hon






Chief
Executive Officer



















3














KAIROUS
ACQUISITION CORP. LIMITED




Unit 9-3, Oval Tower @ Damansara,




No. 685, Jalan Damansara,




60000 Taman Tun Dr. Ismail,




Kuala Lumpur, Malaysia








NOTICE
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS




TO BE HELD ON DECEMBER [   ], 2022








To
the Shareholders of Kairous Acquisition Corp. Limited:








NOTICE
IS HEREBY GIVEN that an Annual General Meeting (the “

Annual Meeting

”) of Shareholders of Kairous Acquisition Corp.
Limited (the “

Company

” or “

we

”), a Cayman Islands company, will be held at Unit 9-3 @ Oval Damansara,
Jalan Damansara, 60000 TTDI, Wilayah Persekutuan Kuala Lumpur, Malaysia (and via video conference at

[______]

and entering the
control number included on your proxy card) on November [   ], 2022, at 10 a.m. local time, for the purposes of considering
and voting upon, and if thought fit, passing and approving the following resolutions:








1.
To approve as a special resolution that the Company’s amended and restated memorandum and articles of association (the “

Charter

”)
be deleted in their entirety and the substitution in their place of the second amended and restated memorandum and articles of association
of the Company in the form attached as Annex [A] hereto (the “

Charter Amendment

”) which reflects the extension of
the date by which the Company has to consummate a business combination (the “

Extension

”) a total of eight (8) times,
as follows: (i) two (2) times for an additional three (3) months each time from December 16, 2022 (the “

Current Termination
Date

”) to June 16, 2023, followed by (ii) six (6) times for an additional one (1) month each time from June 16, 2023 to December
16, 2023 (the termination date as so extended, the “

Extended Termination Date

”).








2.
To approve as an ordinary resolution that the Company’s investment management trust agreement (the “

Trust
Agreement

”), dated as of December 13, 2021, by and between the Company and Continental Stock Transfer & Trust Company
(the “

trustee

”), be amended (the “

Trust Amendment

”) to allow the Company to extend the date on
which to commence liquidating the trust account (the “

Trust Account

”) established in connection with the
Company’s initial public offering (the “

IPO

”) a total of eight (8) times, as follows: (i) two (2) times for
an additional three (3) months each time from December 16, 2022 to June 16, 2023, followed by (ii) six (6) times for an additional
one (1) month each time from June 16, 2023 to December 16, 2023; by depositing into the trust account $360,000 for each three-month
extension and $120,000 for each one-month extension (each, an “

Extension Payment

”) in the event the Company has
not consummated a business combination by the Extended Termination Date.








3.
To approve as an ordinary resolution that the re-election of the six (6) directors to serve until the next Annual Meeting of Shareholders
and until their respective successors have been duly elected and qualified or until his or her earlier resignation, removal or death
be approved and authorized in all respects (the “

Election of Directors

”).








4.
To approve as an ordinary resolution that the Chairman of the Annual Meeting be directed to adjourn the Annual Meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting,
there are not sufficient votes to approve Charter Amendment, Trust Amendment and the Election of Directors (the “

Adjournment
Proposal

”).








The
Board has fixed the close of business on October 28, 2022 as the record date for the meeting and only holders of shares of record at
that time will be entitled to notice of and to vote at the Annual Meeting or any adjournment or adjournments thereof.



































By
Order of the Board of Directors
















/s/
Joseph Lee Moh Hon







Joseph
Lee Moh Hon






Chief
Executive Officer










Kuala
Lumpur, Malaysia


November [___], 2022


















4















IMPORTANT









IF
YOU CANNOT PERSONALLY ATTEND THE ANNUAL MEETING, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED PROXY
AND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES OF AMERICA.








IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER [  ], 2022. THIS PROXY
STATEMENT TO THE SHAREHOLDERS WILL BE AVAILABLE AT


HTTPS://WWW.SEC.GOV/

[   ]

.








KAIROUS
ACQUISITION CORP. LIMITED




Unit 9-3, Oval Tower @ Damansara,




No. 685, Jalan Damansara,




60000 Taman Tun Dr. Ismail,




Kuala Lumpur, Malaysia


















5














PROXY
STATEMENT


FOR


ANNUAL GENERAL MEETING OF SHAREHOLDERS


TO BE HELD ON DECEMBER [___], 2022


FIRST MAILED ON OR ABOUT NOVEMBER [___], 2022








Date,
Time and Place of the Annual Meeting








The
enclosed proxy is solicited by the Board of Directors (the “

Board

”) of Kairous Acquisition Corp. Limited (the “

Company

”),
an exempted Cayman Islands company, in connection with the Annual General Meeting of Shareholders (the “

Annual Meeting

”)
to be held at Unit 9-3 @ Oval Damansara, Jalan Damansara, 60000 TTDI, Wilayah Persekutuan Kuala Lumpur, Malaysia (and via video conference
at

[_____]

and entering the control number included on your proxy card) on November [   ], 2022, at 10 a.m. local time,
and any adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting.








The
principal executive office of the Company is Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail,
Kuala Lumpur, Malaysia, and its telephone number, including area code, is + 603 7733 9340.








Purpose
of the Annual Meeting








At
the Annual Meeting, you will be asked to consider and vote upon the following matters:



















































1.



A
proposal to amend (the “

Charter Amendment

”) the Company’s amended and restated memorandum and articles of
association (the “

Charter

”) to extend the date by which the Company has to consummate a business combination (the


Extension

”) a total of eight (8) times, as follows: (i) two (2) times for an additional three (3) months each
time from December 16, 2022 (the “

Current Termination Date

”) to June 16, 2023, followed by (ii) six (6) times
for an additional one (1) month each time from June 16, 2023 to December 16, 2023 (the termination date as so extended, the “

Extended
Termination Date

”); each time.















2.



A
proposal to amend (the “

Trust Amendment

”) the Company’s investment management trust agreement (the “

Trust
Agreement

”), dated as of December 13, 2021, by and between the Company and Continental  Stock Transfer & Trust
Company (the “

trustee

”), as amended, to extend the date on which to commence liquidating the trust account (the


Trust Account

”) established in connection with the Company’s initial public offering (the “

IPO

”)
a total of eight (8) times, as follows: (i) two (2) times for an additional three (3) months each time from December 16, 2022 to
June 16, 2023, followed by (ii) six (6) times for an additional one (1) month each time from June 16, 2023 to December 16, 2023  by
depositing into the trust account $360,000 for each three-month extension and $120,000 for each one-month extension (each, an “

Extension
Payment

”) for each one-month extension in the event the Company has not consummated a business combination by the Extended
Termination Date.















3.



A
proposal to re-elect six (6) directors to serve until the next Annual Meeting of Shareholders and until their respective successors
have been duly elected and qualified or until his or her earlier resignation, removal or death.















4.



To
act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “

Adjournment
Proposal

”).










The
Company’s IPO prospectus provides that the Company has until September 16, 2023 (after three three-month extensions) to complete
its initial business combination. Following the completion of our IPO in December 2021, our representatives have engaged in extensive
discussions with business owners with respect to potential business combination opportunities. The purpose of the Charter Amendment and
the Trust Amendment is to allow the Company an option to further extend the time to complete a business combination. Our board of directors
has determined that it is in the best interests of our shareholders to extend the Current Termination Date so to allow the Company to
extend the time to complete a business combination a total of eight (8) times, as follows: (i) two (2) times for an additional three
(3) months each time from December 16, 2022 to June 16, 2023, followed by (ii) six (6) times for an additional one (1) month each time
from June 16, 2023 to December 16, 2023; by depositing into the trust account an Extension Payment of $360,000 for each three-month extension
and $120,000 for each one-month extension and provide that the date for cessation of operations of the Company if the Company has not
completed a business combination would similarly be extended to the Extended Termination Date (the “

Extension

”). Under
our current Charter, in order to extend the time available for us to consummate our initial business combination, our insiders or their
affiliates or designees would be required to deposit additional funds in accordance with the terms as set out in the Trust Agreement,
being $0.10 for each public ordinary share that has not been redeemed (or an aggregate of $780,000 if there are no redemptions) into
the Trust Account for each three month extension. The first extension payment after the approval of the Charter Amendment Proposal must
be made prior to the Current Termination Date, while the second extension payment must be deposited into the trust account no fewer than
five (5) calendar days prior to the then existing termination date. Both the Trust Agreement and the Company’s charter will be
amended to reflect the foregoing. The Charter Amendment is attached hereto as

Annex A

, and the Trust Amendment is attached hereto
as

Annex B

.
















6
















Our
sponsor, Kairous Asia Limited (the “

Sponsor

”), wants to pay an extension amount that is less than the $0.10 for each
three-month extension provided by the current Charter and Trust Agreement, on a month-to-month and as-needed basis only. Under the current
Charter and Trust Agreement, each three-month extension payment would be $780,000, which if paid monthly instead of every three months
would be $260,000. The amount now proposed to be paid would be $360,000 for each three-month extension , or $120,000 for each monthly
extension (assuming no redemptions). However, this could be contrary to the interests of our remaining public shareholders, given that
there will be less funds in the Trust Account on an aggregate basis than if the extension provisions were not amended.








After
consultation with the Sponsor, Company management has reasons to believe that, if the Charter Amendment and Trust Amendment proposals
are approved, the Sponsor or its affiliates will, in connection with each extension, contribute $360,000 for each three-month extension
and $120,000 for each monthly extension, as the case may be, to the Company as a loan (each loan being referred to herein as a “

contribution

”)
for the Company to deposit the funds into the Trust Account as the Extension Payment upon five (5) days’ advance notice prior to
the applicable deadlines. The first extension payment after the approval of the Charter Amendment Proposal must be made prior to the
Current Termination Date, while the second extension payment must be deposited into the trust account no fewer than five (5) calendar
days prior to the then existing termination date. The contribution(s) will bear no interest and will be repayable by the Company to the
Sponsor upon consummation of an initial business combination. The loans will be forgiven by the Sponsor or its affiliate if the Company
is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. Each of
the Charter Amendment, Trust Amendment, proposal for the election of directors and the Adjournment Proposal are more fully described
in the accompanying Proxy Statement.








As
of October 25, 2022, there was approximately $79 million in the Trust Account. If the Charter Amendment Proposal and Trust Amendment
Proposal are not approved, we retain the right to extend the Combination Period by three (3) times for an additional three (3) months
each time from December 16, 2022, to September 16, 2023, by depositing $780,000, or $0.10 for each Public Share, to the Trust Account.








If
the Charter Amendment and the Trust Amendment are not approved and we do not consummate an initial business combination by September
16, 2023 (assuming three three-month extensions), we will be required to dissolve and liquidate our trust account by returning the then
remaining funds in such account to the public shareholders and our warrants to purchase Ordinary Shares (as defined below) will expire
worthless.








Voting
Rights and Revocation of Proxies








The
record date with respect to this solicitation is the close of business on October 28, 2022 (the “

Record Date

”) and
only shareholders of record at that time will be entitled to vote at the Annual Meeting and any adjournment or adjournments thereof.








The
Company’s ordinary shares (“

Ordinary Shares

”) represented by all validly executed proxies received in time to
be taken to the meeting and not previously revoked will be voted at the meeting. This proxy may be revoked by the shareholder at any
time prior to its being voted by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing
a later date. We intend to release this Proxy Statement and the enclosed proxy card to our shareholders on or about November [___], 2022.








Dissenters’
Right of Appraisal








Holders
of Ordinary Shares do not have appraisal rights under the laws of the Cayman Islands or under the governing documents of the Company
in connection with this solicitation.








Outstanding
Shares and Quorum








The
number of outstanding Ordinary Shares entitled to vote at the meeting is 8,920,521. Each Ordinary Share is entitled to one vote. The
presence in person or by proxy at the Annual Meeting of the holders of 4,460,261 shares, or a majority of the number of outstanding Ordinary
Shares, will constitute a quorum. There is no cumulative voting. Shares that abstain or for which the authority to vote is withheld on
certain matters (so-called “broker non-votes”) will be treated as present for quorum purposes on all matters.








Broker
Non-Votes








Holders
of Ordinary Shares that are held in street name must instruct their bank or brokerage firm that holds their shares how to vote their
shares. If a shareholder does not give instructions to his or her bank or brokerage firm, it will nevertheless be entitled to vote the
shares with respect to “routine” items, but it will not be permitted to vote the shares with respect to “non-routine”
items. In the case of a non-routine item, such shares will be considered “broker non-votes” on that proposal. The Company
believes that all of the proposals presented to the shareholders at this Annual Meeting will be considered “non-routine”
items. Accordingly, banks or brokerages cannot use discretionary authority to vote shares on Proposals 1, 2, 3 or 4 if they have not
received instructions from their clients. Please submit your vote instruction form so your vote is counted.
















7














Required
Votes for Each Proposal to Pass








Assuming
the presence of a quorum at the Annual Meeting:





















































Proposal






Vote
Required







Broker






Discretionary
Vote Allowed



















Charter
Amendment






Two-thirds
majority of the shares present in person or by proxy and entitled to vote






No



Trust
Amendment






Majority
 of the shares present in person or by proxy and entitled to vote






No



Election
of Directors






Majority
of the shares present in person or by proxy and entitled to vote






No



Adjournment






Majority
of the outstanding shares in person or by proxy and entitled to vote






No












Abstentions
will not count as a vote against each of the proposals.








Voting
Procedures








Each
Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the Annual Meeting. Your proxy card shows
the number of Ordinary Shares that you own.







































You
can vote your Ordinary Shares in advance of the Annual Meeting by completing, signing, dating and returning the enclosed proxy card
in the postage-paid envelope provided. If you hold your shares in “street name” through a broker, bank or other nominee,
you will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented
and voted at the Annual Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will
vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to
vote your shares, your Ordinary Shares will be voted as recommended by our board of directors. Our board of directors recommends
voting “

FOR

” each of the Charter Amendment, the Trust Amendment Proposal, each of the nominees named in this Proxy
Statement, and the Adjournment Proposal.

























You
can attend the Annual Meeting and vote in person even if you have previously voted by submitting a proxy. You will be given a ballot
when you arrive. However, if your Ordinary Shares are held in the name of your broker, bank or other nominee, you must get a proxy
from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted
your shares.










Solicitation
of Proxies








We
have retained Morrow Sodali LLC, a proxy solicitation firm, for assistance in connection with the solicitation of proxies for the Annual
Meeting. Any customary fees of Morrow Sodali LLC will be paid by us. In addition, our officers and directors may solicit proxies by mail,
telephone, facsimile, and personal interview, for which no additional compensation will be paid, though they may be reimbursed for their
out-of-pocket expenses. We will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this proxy statement and
other material which may be sent to stockholders in connection with this solicitation. We may reimburse brokerage firms and other nominee
holders for their reasonable expenses in sending proxies and proxy material to the beneficial owners of our Ordinary Shares. You may
contact the proxy solicitor with any questions at:










Morrow
Sodali LLC






333
Ludlow Street, 5th Floor, South Tower




Stamford,
CT 06902






Individuals
call toll-free (800) 662-5200






Banks
and Brokers call (203) 658-9400






Email:
KACL.info@investor.morrowsodali.com
















8
















Delivery
of Proxy Materials to Households








Only
one copy of the 2021 Annual Report on Form 10-K and this Proxy Statement will be delivered to an address where two or more shareholders
reside with the same last name or whom otherwise reasonably appear to be members of the same family based on the shareholders’
prior express or implied consent.








We
will deliver promptly upon written or oral request a separate copy of the 2021 Annual Report on Form 10-K and this Proxy Statement. If
you share an address with at least one other shareholder, currently receive one copy of our Annual Report on Form 10-K and Proxy Statement
at your residence, and would like to receive a separate copy of our Annual Report on Form 10-K and Proxy Statement for future shareholder
meetings of the Company, please specify such request in writing and send such written request to Morrow Sodali LLC, 333 Ludlow Street,
5th Floor, South Tower, Stamford, CT 06902, Individuals call toll-free (800) 662-5200, Banks and Brokers call (203) 658-9400, Email:

KACL.info@investor.morrowsodali.com

.








If
you share an address with at least one other shareholder and currently receive multiple copies of Annual Report on Form 10-K and Proxy
Statement, and you would like to receive a single copy of Annual Report on Form 10-K and Proxy Statement, please specify such request
in writing and send such written request to Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, Individuals
call toll-free (800) 662-5200, Banks and Brokers call (203) 658-9400, Email:

KACL.info@investor.morrowsodali.com

.








Redemption
Rights








Pursuant
to our current Charter, any holders of our public shares may demand that such shares be redeemed for a pro rata share of the aggregate
amount on deposit in the trust account, less taxes payable, calculated as of two (2) business days prior to the Annual Meeting. Regardless
whether you vote for or against the Charter Amendment and the Trust Amendment, if your request is properly made and the Charter Amendment
and the Trust Amendment are approved, these shares will cease to be outstanding and will represent only the right to receive a pro rata
share of the aggregate amount on deposit in the trust account which holds the proceeds of our IPO (calculated as of two (2) business
days prior to the Annual Meeting). For illustrative purposes only, based on funds in the trust account of approximately $[*] million
on October [  ], 2022, the estimated per share redemption price would have been approximately $[*].








In
order to exercise your redemption rights, you must submit a request in writing prior to 5:00 p.m., Eastern time on November [●],
2022 (two (2) business days before the Annual Meeting) that we redeem your Public Shares for cash to Continental Stock Transfer &
Trust Company, our transfer agent, at the following address:








Continental
Stock Transfer & Trust Company


1 State Street, 30th Floor 1 State Street, 30th Floor


Attn:

Mark Zimkind



E-mail:


mzimkind@continentalstock.com










And




























deliver
your public shares either physically or electronically through DTC to our transfer agent at least two (2) business days before the
Annual Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot
sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that
shareholders should generally allow at least two (2) weeks to obtain physical certificates from the transfer agent. However, we do
not have any control over this process and it may take longer than two (2) weeks. Shareholders who hold their shares in street name
will have to coordinate with their broker, bank or other nominee to have the shares certificated or delivered electronically. If
you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.










Any
demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting
shares to the transfer agent) and thereafter, with our consent, until the vote is taken with respect to the Charter Amendment and the
Trust Amendment. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise
your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request
by contacting our transfer agent at the phone number or address listed above.








Prior
to exercising redemption rights, shareholders should verify the market price of our Ordinary Shares, as they may receive higher proceeds
from the sale of their Ordinary Shares in the public market than from exercising their redemption rights if the market price per share
is higher than the redemption price. We cannot assure you that you will be able to sell your Ordinary Shares in the open market, even
if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our Ordinary
Shares when you wish to sell your shares.
















9














If
you exercise your redemption rights, your Ordinary Shares will cease to be outstanding immediately prior to the Annual Meeting (assuming
the Charter Amendment and Trust Amendment are approved) and will only represent the right to receive a pro rata share of the aggregate
amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest
in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly and timely request
redemption.








If
the Charter Amendment Proposal and Trust Amendment Proposal are not approved, we retain the right to extend the Combination Period by
three (3) times for an additional three (3) months each time from December 16, 2022, to September 16, 2023, by depositing $780,000, or
$0.10 for each public share, to the Trust Account.








If
the Charter Amendment and the Trust Amendment are not approved and we do not consummate an initial business combination by September
16, 2023 (assuming three three-month extensions), we will be required to dissolve and liquidate our trust account by returning the then
remaining funds in such account to the public shareholders and our warrants to purchase Ordinary Shares will expire worthless.








Holders
of outstanding units must separate the underlying public shares, public rights and public warrants prior to exercising redemption rights
with respect to the public shares.








If
you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust
Company with written instructions to separate such units into public shares, public rights and public warrants. This must be completed
far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption
rights with respect to the public shares upon the separation of the public shares from the units.








If
a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units.
Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions
must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using
DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public
shares, public rights and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption
rights with respect to the public shares upon the separation of the public shares from the units. While this is typically done electronically
the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public
shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.








SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT








The
following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each person who
is known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares, (ii) each of our officers and
directors, and (iii) all of our officers and directors as a group as of November [__], 2022.

























































































































































Name
and Address of Beneficial Owner

(1)








Amount
and Nature of Beneficial Ownership











Approximate
Percentage








of
Outstanding








Ordinary
Shares








Kairous Asia Limited

(2)










2,143,143












21.12



%



Joseph Lee Moh Hon









50,000












*%






Philip Wong Cheung Wang









45,000












*%






Steve Hsia Hsien-Cheng

)










40,000












*%






Ng Kim Kat









13,000












*%






Dato’ Seri Chee Hong
Leong









8,000












*%






Ang Siak Keng









8,000












*%






All directors
and executive officers (five (5) individuals) as a group









164,000












1.7



%



Space Summit Capital LLC

(3)










778,950












10.39



%



Feis Equities LLC

(4)










456,970












4.50



%



Saba Capital Management, L.P,

(5)










575,000












5.67



%



Weiss Asset Management LP

(6)










425,000












5.21



%










*
Less than 1%.















(1)



Unless
otherwise indicated, the business address of each of the individuals is c/o Kairous Acquisition
Corp. Limited, Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun
Dr. Ismail, Kuala Lumpur, Malaysia.
















10























(2)



Represents
shares held by Kairous Asia Limited, our sponsor. Our sponsor is wholly owned by Kairous
Ventures Limited, which in turn is owned as to 66.5% by Joseph Lee Moh Hon and 33.5% by Kean
Yaw See Toh. Therefore, Mr. Joseph Lee Moh Hon, our Chairman and Chief Executive Officer,
has shared voting and investment power over the ordinary shares held by Kairous Asia Limited.
Mr. Joseph Lee Moh Hon disclaims his beneficial ownership of the shares held of record by
Kairous Asia Limited other than his pecuniary interest therein.













(2)



Based
on a Schedule 13G filed by the reporting person. The address for the reporting person is
15455 Albright Street, Pacific Palisades, CA 90272.













(3)



Based
on a Schedule 13G filed by the reporting person. The address for the reporting persons is
20 North Wacker Drive, Suite 2115, Chicago, Illinois 60606.













(4)



Based
on a Schedule 13G filed by the reporting person. The address for the reporting person is
405 Lexington Avenue, 58th Floor, New York, New York 10174.













(5)



Based
on a Schedule 13G filed by the reporting person. The address for the reporting person is
222 Berkeley St., 16th floor, Boston, Massachusetts 02116.








All
of the insider shares issued and outstanding prior to the IPO were placed in escrow with Continental, as escrow agent, until the earlier
of (1) six months after the date of the consummation of our initial business combination; or (2) after the date of the consummation of
our initial business combination, and subsequently, we consummate a liquidation, merger, share exchange or other similar transaction
which results in all of our shareholders having the right to exchange their shares for cash, securities or other property; or (3) after
150 calendar days after the date of the consummation of our initial business combination, and subsequently, the closing price of our
ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period. If after the consummation of our initial business combination,
whereby all the outstanding shares are exchanged or redeemed for cash or another issuer’s shares, then the insider shares shall
be permitted to come out of escrow to participate.








During
the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) for transfers to our
officers, directors or their respective affiliates (including for transfers to an entity’s members upon its liquidation), (ii)
to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant
to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of our securities,
(vi) by private sales made at or prior to the consummation of a business combination at prices no greater than the price at which the
shares were originally purchased or (vii) to us for no value for cancellation in connection with the consummation of our initial business
combination, in each case (except for clause (vii)) where the transferee agrees to the terms of the escrow agreement, but will retain
all other rights as our shareholders, including, without limitation, the right to vote their ordinary shares and the right to receive
cash dividends, if declared. If dividends are declared and payable in ordinary shares, such dividends will also be placed in escrow.
If we are unable to effect a business combination and liquidate the trust account, none of our initial shareholders will receive any
portion of the liquidation proceeds with respect to their insider shares.








In
order to meet our working capital needs, our initial shareholders, officers and directors or their affiliates may, but are not obligated
to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would
be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest,
or, at the lender’s discretion, up to $1,000,000 of the notes may be converted upon consummation of our business combination into
private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 160,000 ordinary
shares (which includes 10,000 shares issuable upon conversion of rights) and warrants to purchase 50,000 ordinary shares if $500,000
of notes were so converted). Our shareholders have approved the issuance of the units and underlying securities upon conversion of such
notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we
do not complete a business combination, the loans will not be repaid.








Our
Sponsor and our executive officers and directors are deemed to be our “promoters,” as that term is defined under the Federal
securities laws.
















11














PROPOSAL
1: THE CHARTER AMENDMENT








The
proposed Charter Amendment would amend our existing charter to extend the date by which the Company has to consummate a business combination
(the “

Extension

”) a total of eight (8) times, as follows: (i) two (2) times for an additional three (3) months each
time from December 16, 2022 to June 16, 2023, followed by (ii) six (6) times for an additional one (1) month each time from June 16,
2023 to December 16, 2023 (the termination date as so extended, the “

Extended Termination Date

”) . Initially, the
Company had until December 16, 2022 to complete its initial business combination, before giving effect to three three-month extensions
(the “

Current Termination Date

”). Pursuant to the terms of the proposed Charter Amendment, in order to extend the
time available for us to consummate our initial business combination, our insiders or their affiliates or designees must deposit $360,000
into the trust account for each three-month extension and $120,000 for each one (1) month extension. The first extension payment after
the approval of the Charter Amendment Proposal must be made prior to the Current Termination Date, while the second extension payment
must be deposited into the trust account no fewer than five (5) calendar days prior to the then existing termination date. Both the Trust
Agreement and the Company’s charter will be amended to reflect the foregoing. The insiders will receive a non-interest bearing,
unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a
business combination unless there are funds available outside the trust account to do so. Such notes would be paid upon consummation
of our initial business combination. We intend to issue a press release announcing the deposit of funds promptly after such funds are
deposited into the trust account. The full proposed second amended and restated memorandum and articles of association are attached to
this proxy statement as

Annex A

. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete
description of its terms. However, the Company will not proceed with the Charter Amendment if the redemption of public shares in connection
therewith would cause the Company to have net tangible assets of less than $5,000,001, and in such event, we will not affect the Charter
Amendment or the Trust Amendment and we will move to liquidate the trust account and dissolve the Company promptly after the Annual Meeting.








Reasons
for the Proposed Charter Amendment








The
Company is proposing to amend its charter to allow the Company to extend its life a total of eight (8) times, as follows: (i) two (2)
times for an additional three (3) months each time from December 16, 2022 to June 16, 2023, followed by (ii) six (6) times for an additional
one (1) month each time from June 16, 2023 to December 16, 2023.








The
Company’s IPO prospectus provides that the Company has until September 16, 2023 (after three three-month extensions) to complete
its initial business combination. Our board of directors has determined that it is in the best interests of our shareholders to allow
the Company to extend the time to complete a business combination a total of eight (8) times, as follows: (i) two (2) three-month extensions
from December 16, 2022 to June 16, 2023, and (ii) six one (1) month extensions each time from June 16, 2023 to December 16, 2023; and
provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly
be extended to the Extended Termination Date.








Our
sponsor, Kairous Asia Limited (the “

Sponsor

”), wants to pay an extension amount that is less than the $0.10 for each
three-month extension provided by the current Charter and Trust Agreement, on a month-to-month and as-needed basis only. Under the current
Charter and Trust Agreement, each three-month extension payment would be $780,000, which if paid monthly instead of every three months
would be $260,000. The amount now proposed to be paid would be $360,000 for each three-month extension, or $120,000 for each monthly
extension (assuming no redemptions). However, this could be contrary to the interests of our remaining public shareholders, given that
there will be less funds in the Trust Account on an aggregate basis than if the extension provisions were not amended.








After
consultation with the Sponsor, Company management has reasons to believe that, if the Charter Amendment and Trust Amendment proposals
are approved, the Sponsor or its affiliates will, in connection with each three-month extension, contribute $360,000, and in connection
with each one-month extension, contribute $120,000 to the Company as a loan (each loan being referred to herein as a “

contribution

”)
for the Company to deposit the funds into the Trust Account as the Extension Payment, upon five (5) days’ advance notice prior
to the applicable deadlines. The first extension payment after the approval of the Charter Amendment Proposal must be made prior to the
Current Termination Date, while the second extension payment must be deposited into the trust account no fewer than five (5) calendar
days prior to the then existing termination date. The contribution(s) will bear no interest and will be repayable by the Company to the
Sponsor upon consummation of an initial business combination. The loans will be forgiven by the Sponsor or its affiliate if the Company
is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. Each of
the Charter Amendment, Trust Amendment, proposal for the election of directors and the Adjournment Proposal are more fully described
in the accompanying Proxy Statement.








If
the Charter Amendment proposal is not approved and we have not consummated a business combination or our trust account has not received
the $780,000 extension fee payment by the Current Termination Date, we will (a) cease all operations except for the purpose of winding
up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor,
redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest income, divided by the number of then outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable
law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, dissolve and liquidate, subject in each case to our obligations under the laws of the Cayman Islands to provide
for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect
to our warrants or rights which will expire worthless in the event we wind up.
















12














If
the Charter Amendment Proposal is not approved, we retain the right to extend the Combination Period by three (3) times for an additional
three (3) months each time from December 16, 2022, to September 16, 2023, by depositing $780,000, or $0.10 for each public share, to
the Trust Account.








If
the Charter Amendment is not approved and we do not consummate an initial business combination by September 16, 2023 (assuming three
three-month extensions), we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such
account to the public shareholders and our warrants to purchase Ordinary Shares will expire worthless.









We
may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be
subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in
the United States (CFIUS), or ultimately prohibited.









Our
Sponsor is Kairous Asia Limited, a non-U.S. person. We are therefore likely considered a “foreign person” under the regulations
administered by CFIUS and will continue to be considered as such in the future for so long as our Sponsor has the ability to exercise
control over us for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject
to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”),
to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even
with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories
of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction,
we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with
the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.
CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect
to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first
obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities
that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could
complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose
acquisition companies which do not have similar foreign ownership issues.








Moreover,
the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial
business combination. If we cannot complete our initial business combination by December 16, 2022 (or September 16, 2023 if extended
three (3) times by our Sponsor) because the review process drags on beyond such timeframe or because our initial business combination
is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders
may only receive $[   ] per share, and our warrants and rights will expire worthless. This will also cause you to lose the investment opportunity
in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.








Vote
Required and Board of Directors’ Recommendation








Approval
of the Charter Amendment to the amended and restated memorandum and articles of association requires the affirmative vote of at least
two-thirds of the outstanding shares present. If your shares are held in street name, your broker, bank, custodian, or other nominee
holder cannot vote your shares on this proposal, unless you direct the holder how to vote, by marking your proxy card. Broker non-votes,
abstentions or the failure to vote on the Charter Amendment will not count as a vote cast at the Annual Meeting and will have no effect
on the outcome of the vote on any proposal.








The
Board recommends a vote “FOR” the Charter Amendment.
















13














PROPOSAL
2: THE TRUST AMENDMENT








The
proposed Trust Amendment would amend our existing Trust Agreement, allowing the Company to extend the time available for us to consummate
our initial business combination a total of eight (8) times, as follows: (i) two (2) times for an additional three (3) months each time
from December 16, 2022 to June 16, 2023, followed by (ii) six (6) times for an additional one (1) month each time from June 16, 2023
to December 16, 2023 (the “Trust Amendment”) by depositing into the Trust Account the sum of $360,000 for each three-month
extension and the sum of $120,000 for each one-month extension, and make other conforming amendments. A copy of the proposed Trust Amendment
is attached to this proxy statement as

Annex B

. All shareholders are encouraged to read the proposed amendment in its entirety
for a more complete description of its terms. The first extension payment after the approval of the Charter Amendment Proposal must be
made prior to the Current Termination Date, while the second extension payment must be deposited into the trust account no fewer than
five (5) calendar days prior to the then existing termination date. The insiders will receive a non-interest bearing, unsecured promissory
note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination
unless there are funds available outside the trust account to do so. Such notes would be paid upon consummation of our initial business
combination. The complete text of the proposed amendment is attached to this proxy statement as

Annex B

. All shareholders are
encouraged to read the proposed amendment in its entirety for a more complete description of its terms. However, the Company will not
proceed with the Trust Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible
assets of less than $5,000,001, and in such event, we will not affect the Charter Amendment or the Trust Amendment and we will move to
liquidate the trust account and dissolve the Company promptly after the Annual Meeting.








Reasons
for the Proposed Trust Amendment








The
Company is proposing to amend its Trust Agreement allow the Company to extend its life a total of eight (8) times, as follows: (i) two
(2) times for an additional three (3) months each time from December 16, 2022 to June 16, 2023, followed by (ii) six (6) times for an
additional one (1) month each time from June 16, 2023 to December 16, 2023.








The
Trust Amendment is essential to allow the Company an option to further extend the time to consummate a business combination. Approval
of the Trust Amendment is a condition to the implementation of the extension.








Our
sponsor, Kairous Asia Limited (the “

Sponsor

”), wants to pay an extension amount that is less than the $780,000 for
each three-month extension provided by the current Charter and Trust Agreement, on an as-needed basis only. Under the current Charter
and Trust Agreement, each three-month extension payment would be $780,000, which if paid monthly instead of every three months would
be $260,000. The amount now proposed to be paid would be $360,000 for each three-month extension , or $120,000 for each monthly extension.
However, this could be contrary to the interests of our remaining public shareholders, given that there will be less funds in the Trust
Account on an aggregate basis than if the extension provisions were not amended.
















14
















After
consultation with the Sponsor, Company management has reasons to believe that, if the Charter Amendment and Trust Amendment proposals
are approved, the Sponsor or its affiliates will, in connection with each three-month extension, contribute $360,000, and in connection
with each monthly extension, contribute $120,000 to the Company as a loan (each loan being referred to herein as a “

contribution

”)
for the Company to deposit the funds into the Trust Account as the Extension Payment, upon five (5) days’ advance notice prior
to the applicable deadlines. The first extension payment after the approval of the Charter Amendment Proposal must be made prior to the
Current Termination Date, while the second extension payment must be deposited into the trust account no fewer than five (5) calendar
days prior to the then existing termination date. The contribution(s) will bear no interest and will be repayable by the Company to the
Sponsor upon consummation of an initial business combination. The loans will be forgiven by the Sponsor or its affiliate if the Company
is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. Each of
the Charter Amendment, Trust Amendment, proposal for the election of directors and the Adjournment Proposal are more fully described
in the accompanying Proxy Statement.








If
the Trust Amendment proposal is not approved and we have not consummated a business combination or our trust account has not received
the $780,000 extension fee payment by the Current Termination Date, we will (a) cease all operations except for the purpose of winding
up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor,
redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest income, divided by the number of then outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable
law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, dissolve and liquidate, subject in each case to our obligations under the laws of the Cayman Islands to provide
for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect
to our warrants or rights which will expire worthless in the event we wind up.








If
the Trust Amendment Proposal is not approved, we retain the right to extend the Combination Period by three (3) times for an additional
three (3) months each time from December 16, 2022, to September 16, 2023, by depositing $780,000, or $0.10 for each public share, to
the Trust Account.








If
the Trust Amendment is not approved and we do not consummate an initial business combination by September 16, 2023 (assuming three three-month
extensions), we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to
the public shareholders and our warrants to purchase Ordinary Shares will expire worthless.








Vote
Required and Board of Directors’ Recommendation








The
affirmative vote of holders of at least a majority of the outstanding shares present is required to approve the Trust Amendment. Broker
non-votes, abstentions or the failure to vote on the Trust Amendment will not count as a vote cast at the Annual Meeting and will have
no effect on the outcome of the vote on any proposal.








The
Board recommends a vote “FOR” the Trust Amendment.
















15














PROPOSAL
3: ELECTION OF DIRECTORS








Nominees
for Director








At
the Annual Meeting, six (6) directors are up for re-election, with such directors to serve until the next Annual Meeting of Shareholders
and until their respective successors have been elected and has qualified, or until their earlier resignation, removal or death, unless
the term is otherwise fixed by a resolution of members.








If
for some unforeseen reason one or more of the nominees is not available as a candidate for director, the proxies may be voted for such
other candidate or candidates as may be nominated by the Board.








The
following table sets forth the positions and offices presently held with the Company by each nominee, their age as of the Record Date.
Proxies not marked to the contrary will be voted in favor of each such nominee’s election.



























































Name








Age








Position




Joseph
Lee Moh Hon






48






Director,
Chief Executive Officer, and Chairman



Philip
Wong Cheung Wang






46






Director
and Chief Financial Officer



Steve
Hsia Hsien-Chieng






58






Independent
Director



Dato’
Seri Chee Hong Leong






58






Independent
Director



Ng
Kim Kiat






51






Independent
Director



Ang
Siak Keng






50






Independent
Director








Below
is a summary of the business experience of each of our directors:









Mr.
Joseph Lee Moh Hon

, the Chairman of our board of directors and our Chief Executive Officer, has more than 16 years of experience
in cross-border investment across Asia Pacific, seizing the unique investment opportunities lie within regional investments. Since 2004,
Mr. Lee has been actively involved in private equity and venture capital investment. In 2006, Mr. Lee joined Kuwait Finance House (Malaysia)
Bhd. as the pioneer team in setting up their private equity division and first Islamic private equity fund in Asia Pacific. He was involved
in control buyout deals in China and Southeast Asia mainly in the manufacturing, waste management, healthcare, retail, and aquaculture
sectors. In 2015, Mr. Lee founded Kairous Capital, a regional venture capital firm focusing on technology investments across China and
Southeast Asia. To date, Kairous has invested in more than 10 companies in the Asia Pacific region covering the areas of Fintech, Insuretech,
Digital Health, E-commerce, and Tech Media. He is currently sitting on the board of more than 20 private companies. Mr. Lee is also the
responsible officer of Kairous (Hong Kong), a licensed asset management company regulated by the Securities and Futures Commission of
Hong Kong. Mr. Lee is considered one of the pioneer investment experts in the region focusing on cross-border investments within Asia
Pacific. To date, Mr. Lee has successfully invested in more than 25 companies and exited many of them through trade sales and initial
public offering in London Stock Exchange, Hong Kong Stock Exchange, and Shanghai Stock Exchange. He was involved in the setup of the
first and largest shariah private equity fund with a size of USD100 million. Mr. Lee has been a Chartered Financial Analyst since 2000
and received his Bachelor of Commerce degree from McMaster University of Canada.










We
believe Mr. Lee’s extensive venture capital experience and knowledge of the market which will be our primary source for potential
business combination targets makes him an extremely valuable member of our board.









Mr.
Philip Wong Cheung Wang

, our Director and Chief Financial Officer, has more than 24 years of entrepreneurship experience, including
over 22 years of investment experience, across China, Hong Kong, Macau, Malaysia, Taiwan and Thailand. Mr. Wong is currently the non-executive
Chairman and founder of IGM Mobile (Asia) Ltd, a Asia-focused mobile platform service provider previously listed on the London Stock
Exchange. He has been managing investments for IGM Mobile (Asia) Ltd since 2002. Mr. Wong is also the founder and managing director of
EverGateway Co., Ltd. a professional solution provider of electric counter measure systems and protection systems for laws enforcement
in Asia. In 1997, Mr. Wong founded an information technology company in Hong Kong as one of the pioneers in China-Hong Kong cross border
digital and multimedia online commerce, and at the Internet blooming era around 2000, Mr. Wong further seized the cutting-edge business
opportunity for Fortune Telecom (SEHK: 110) and launched value-added mobile services in China as one of the early foreign partners for
mobile operators in China, Hong Kong and Taiwan. He also managed Fortune Telecom’s supply chain network of over 2,000 retail and
wholesale network in Asia. Apart from the Internet and mobile sectors, since 2007 Mr. Wong has been investing and involved in the media
business of Noah Media, an info media, content and technology enabler for China, Hong Kong and Taiwan online and wireless medias. Since
2008, Mr. Wong has been actively involved in various investments and businesses in the sectors of renewable energy, energy saving and
green technology (including hydro power plant and waste to energy projects in Thailand, energy saving solution for Malaysia and green
plantation business in China). He was awarded the qualification as a certified energy auditor by the States Human Resources and Training
Bureau of China in 2012. Mr. Wong holds a certificate in financial analysis and received his Master of Business and Administration degree
from Glyndwr University in the United Kingdom.
















16















Steve
Hsia Hsien-Chieng,

one of our Independent Directors, has vast experience in and in-depth knowledge of startups, Internet technologies,
digital marketing and advertising, e-commerce, digital transformation, and online education. As a serial entrepreneur with three decades
of hands-on, multi-language, and multi-cultural operating experience across major markets in the U.S. and Asia, Steve has founded five
startups in enterprise software, digital marketing, and education. He has successfully exited three startups through business sales to
the largest global software and advertising media companies while building and scaling two education technology startups in Silicon Valley
and China. Steve is an active angel investor and board member of multiple private and public technology companies, including Baozun,
Inc. (NASDAQ: BZUN) in China, Malaysia Digital Economy Corporation in Malaysia, and Wearnes-Starchase Group in Singapore. From 1996 to
2013, Mr. Hsia was the co-founder and chief executive officer of AGENDA Corporation, the leading Pan-Asian digital marketing agency (with
over 600 digital talents, and operations in Beijing, Shanghai, Guangzhou, Taipei, Hong Kong, Bangkok, Singapore, and Kuala Lumpur). AGENDA
Corporation was acquired by WPP plc, the world’s leading advertising and media holding company. After the acquisition, Mr. Hsia
served as Asia Pacific chief operating officer of WPP Wunderman, the largest digital marketing agency under WPP. He co-managed 26 offices
and 1,200 digital marketing professionals across the Asia Pacific region. The agency excelled in online brand marketing strategy, creative,
technology, social media, e-commerce, e-CRM, and web analytics. WPP Wunderman provides digital marketing services to an extensive list
of Fortune 500 clients worldwide and was ranked by the Advertising Age magazine as the world’s largest digital agency network from
2011 to 2013. Mr. Hsia received his Bachelor of Computer Science from the University of California, Berkeley.








We
believe Mr. Hsia’s entrepreneurial experience, particularly in technology-related companies makes him an extremely valuable member
of our board.









Dato’
Seri Chee Hong Leong,

is one of our Independent Directors. He began his career in 1990 coordinating corporate developments and annual
strategic plans for the Leisure Holidays Group of Companies. From 1992 to 1998, Dato’ Seri Chee ventured into various businesses
in the property development sector. He was the chief executive officer at Canary Homes Sdn Bhd and Canary Infoport Sdn Bhd and was involved
in projects for the design and building of bungalows in the Klang Valley and the building and operation of a 100,000 sq. ft. Information
Technology Incubation Centre at University Putra Malaysia. He subsequently joined Tanco Resort Berhad where, from 1998 to 2002, he held
various positions from General Manager to executive director and chief operating officer. In March 2003, he joined SYF Resources Bhd,
a furniture, boards and property development firm, initially as a member of the board of directors and has subsequently been serving
as an executive director since 2011. Dato’ Seri Chee has served as independent director on the boards of various organizations
in the palm oil, timber and building materials businesses as well as the education and healthcare sectors. Dato’ Seri Chee graduated
with a Bachelor’s Degree in Engineering (Computer) in 1987 and a Master’s of Business Administration in 1989, both from McMaster
University, Canada.








We
believe Dato’ Seri Chee’s experience serving on the boards of companies in a variety of industries makes him an extremely
valuable member of our board.









Mr.
Ng Kim Kiat,

is one of our Independent Directors. He has over 25 years of working experience in the accountancy profession. Presently,
he is a partner of Crowe Malaysia PLT, an independent member firm of Crowe Global which is one of the top 10 network of accounting firms
in the world. He has been practicing as an approved company auditor, tax agent and liquidator in Malaysia since 2003, 2003 and 2009 respectively.
His experience covers a wide spectrum of services within the accountancy field, enabling him to advise clients in a holistic approach.
Apart from assurance services like statutory audit and reporting accountant for initial public offerings engagements, Mr. Ng was also
involved in various corporate advisory assignments such as tax planning, corporate recovery, restructuring, merger and acquisition. He
has also been involved in various initial public offerings on Bursa Malaysia, Singapore Stock Exchange and London Stock Exchange. Mr.
Ng graduated with an accounting degree from Universiti Pertanian Malaysia (now known as Universiti Putra Malaysia) in 1995. He has been
a practicing member of Malaysian Institute of Accountants and Chartered Tax Institute of Malaysia since 1998 and 1999 respectively, and
registered as an ASEAN Chartered Professional Accountant since 2020.








We
believe Mr. Ng’s accounting and mergers and acquisitions experience make him an extremely valuable member of our board.
















17















Mr.
Ang Siak Keng,

is one of our Independent Directors. He is a partner of Zaid Ibrahim & Co., one of the largest law firm in Malaysia
with network firms in the ASEAN region. Mr. Ang leads a team of corporate commercial partners and his work covers corporate and commercial
practice areas including mergers and acquisitions, equity and debt capital markets, debt and corporate restructuring, private equity,
venture capital and commercial regulatory compliance, etc. Having involved in extensive corporate commercial work, Mr. Ang’s personal
area of business focus is mergers and acquisitions, foreign direct investments and equity capital markets. He has led numerous domestic
and cross-border transactions relating to private acquisitions and divestments, public takeovers, IPOs and private fund/capital raising,
and has assisted numerous multinationals, foreign investors (especially China-SOEs) and leading domestic businesses in structuring their
greenfield investments, including negotiating joint venture and strategic alliance and developing boutique commercial arrangements. Mr.
Ang’s commercial experience spans across many industries including, IT, telecommunications, manufacturing, education and healthcare.
He sits on the board of both public listed companies and private companies with strategic investee and foreigners. In his career, Mr.
Ang was involved in more than 10 IPOs (covering Malaysia, Singapore and Hong Kong stock exchanges) and is currently acting as the legal
counsel for 2 IPOs in Malaysia. Mr. Ang has been a practicing lawyer in Malaysia since 1997 and received his double degree of Bachelor
of Law and Bachelor of Commerce (in Accounting) from University of Melbourne, Australia.












We
believe Mr. Ang’s legal, securities and mergers and acquisitions experience make him an extremely valuable member of our board.








Term
of Office








If
elected, the director-nominees will serve for a one-year term until the next Annual Meeting of Shareholders and until their respective
successors have been elected and has qualified, or until their earlier resignation, removal or death.








Vote
Required and Board of Directors’ Recommendation








The
nominees receiving a majority of the shares present in person or by proxy will be elected to the Board of Directors. If your shares are
held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares on this proposal, unless you direct
the holder how to vote, by marking your proxy card. For purposes of the election of directors, abstentions will not count as a vote cast
at the Annual Meeting and will have no effect on the outcome of the vote on any proposal.
















18














The
Board recommends a vote FOR the election of all of the above director nominees.
















19
















TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL


PERSONS








On
May 13 and October 21, 2021, the Sponsor received an aggregate of 2,156,250 of the Company’s Ordinary Shares (the “Founder
Shares”) in exchange for a capital contribution of $25,000 that was paid by the Sponsor for deferred offering costs. All share
amounts have been retroactively restated to reflect this number of Founder Shares. The Founder Shares included an aggregate of up to
281,250 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so
that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding
ordinary shares after the Initial Public Offering. Due to the partial exercise of the over-allotment option by the underwriters, these
75,000 shares are no longer subject to forfeiture.








The
Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur
of: (A) six months after the completion of a Business Combination or (B) the date of the consummation of our initial business combination,
and subsequently, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders
having the right to exchange their ordinary shares for cash, securities or other property or (C) after 150 calendar days after the date
of the consummation of our initial business combination, and subsequently, the closing price of our ordinary shares equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period.








Concurrently
with our IPO, our Sponsor purchased from us an aggregate of 348,143 private units at $10.00 per private unit (for a total purchase price
of $3,481,430). These purchases took place on a private placement basis simultaneously with the consummation of our IPO. All of the proceeds
we received from these purchases were placed in the Trust Account. The private units are identical to the units sold in the IPO except
as otherwise described in the Company’s IPO prospectus dated December 13, 2021 (“

Prospectus

”). Our Sponsor also
has agreed not to transfer, assign or sell any of the private units or underlying securities (except to the same permitted transferees
as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider
shares must agree to, each as described above) until after the completion of our initial business combination.








The
Sponsor paid certain administrative expenses and offering costs on behalf of the Company. These advances are due on demand and are non-interest
bearing. For the year ended June 30, 2022, the related party paid $213,746 of offering costs and other expenses on behalf of the Company.
The advances were repaid in full upon completion of the Initial Public Offering. As of June 30, 2022 and 2021, there was $nil and $213,746
due to the related party, respectively.








On
April 23, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which
the Company may borrow up to an aggregate principal amount of $200,000. On May 12, 2021, the amount of promissory note was further increased
to $1,000,000. On December 10, 2021, the Sponsor agreed to provide an extension to the maturity date of the original promissory note.
The Promissory Note is non-interest bearing and payable on the earlier of (i) July 30, 2023 or (ii) the consummation of the Initial Business
Combination. As of June 30, 2022 and 2021, there was $70,000 and $nil outstanding under the Promissory Note, respectively.








In
order to meet our working capital needs, our initial shareholders, officers and directors and their respective affiliates may, but are
not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.
Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination,
without interest, or, at the lender’s discretion, up to $1,000,000 of the notes may be converted upon consummation of our business
combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire
160,000 ordinary shares (which includes 50,000 shares issuable upon exercise of warrants and 10,000 shares issuable upon conversion of
rights) if $1,000,000 of notes were so converted). Our shareholders have approved the issuance of the units and underlying securities
upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business
combination. If we do not complete a business combination, the loans would be repaid out of funds not held in the trust account, and
only to the extent available. As of June 30, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans.








The
holders of our insider shares, as well as the holders of the private units (and all underlying securities) and any securities our initial
shareholders, officers, directors or their affiliates may be issued in payment of working capital loans or loans to extend our life made
to us, will be entitled to registration rights pursuant to an existing agreement signed in connection with the IPO. The holders of a
majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of
the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these
ordinary shares are to be released from escrow. The holders of a majority of the private units or securities issued in payment of working
capital loans or loans to extend our life made to us can elect to exercise these registration rights at any time after we consummate
a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the
filing of any such registration statements.








Commencing
on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $5,000 per month for office
space, utilities and secretarial and administrative support during the Combination Period. Upon the earlier of the completion of the
Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the year ended
June 30, 2022 and the period from March 24, 2021 (inception) through June 30, 2021, the Company recorded $32,833 and $nil in management
fees, respectively.
















20














Other
than the fees described above, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation,
have been paid to any of our initial shareholders, officers or directors who own our ordinary shares, or to any of their respective affiliates,
prior to or with respect to the business combination (regardless of the type of transaction that it is).








We
will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain
activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit
on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available
proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.
Our audit committee will review and approve all reimbursements and payments made to any initial shareholder or member of our management
team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed
and approved by our Board of Directors, with any interested director abstaining from such review and approval.








All
ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed
by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any
compensation, will require prior approval by a majority of our uninterested “independent” directors (to the extent we have
any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our
attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent”
directors (or, if there are no “independent” directors, our disinterested directors) determine that the terms of such transaction
are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.








Procedures
for Approval of Related Party Transactions








Our
Code of Ethics, which we have adopted upon consummation of the IPO, requires us to avoid, wherever possible, all related party transactions
that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit
committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected
to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director
or nominee for election as a director, (b) greater than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of
the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result
of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person
takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest
may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.








We
also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that
elicits information about related party transactions.








Our
audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent
we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective
affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions
will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members
of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent
legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent”
directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect
to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete
a directors’ and officers’ questionnaire that elicits information about related party transactions.








These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.








To
further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated
with any of our initial shareholders unless we obtain an opinion from an independent investment banking firm that the business combination
is fair to our unaffiliated shareholders from a financial point of view. Furthermore, in no event will any of our existing officers,
directors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other
compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.


















21














SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE








Section
16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than ten percent of a registered
class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers,
directors and ten percent shareholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. We
believe that, during the year ended June 30, 2022, all filing requirements applicable to our officers, directors and greater than ten
percent beneficial owners were complied with.









DIRECTOR
INDEPENDENCE









The
Company currently has four (4) independent directors: Steve Hsia Hsien-Chieng, Dato’ Seri Chee Hong Leong, Ng Kim Kiat, and Ang
Siak Keng. Each is independent under the Nasdaq Marketplace Rules.








Board
Leadership Structure and Role in Risk Oversight








Section
16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons
who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive
officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a)
forms filed by such reporting persons.










Based
solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing
requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.








Audit
Committee








We
established an Audit Committee of the board of directors at the closing of our IPO, which currently consists of Mr. Ng Kim Kiat, Dato’
Seri Chee Hong Leong and Mr. Ang Siak Keng, each of whom is an independent director. Mr. Ng Kim Kiat is the Chairperson of the Audit
Committee. The Audit Committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:




































reviewing
and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board
whether the audited financial statements should be included in our Form 10-K;










discussing
with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation
of our financial statements;










discussing
with management major risk assessment and risk management policies;










monitoring
the independence of the independent auditor;
















22
































































verifying
the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law;










reviewing
and approving all related-party transactions;










inquiring
and discussing with management our compliance with applicable laws and regulations;










pre-approving
all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the
services to be performed;










appointing
or replacing the independent auditor;










determining
the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and
the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;










establishing
procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls
or reports which raise material issues regarding our financial statements or accounting policies; and










approving
reimbursement of expenses incurred by our management team in identifying potential target businesses.








Financial
Expert on Audit Committee








The
Audit Committee will at all times be composed exclusively of “independent directors” who are “financially literate”
as defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able to
read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.








In
addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience
in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results
in the individual’s financial sophistication. The board of directors has determined that Eric Lam qualifies as an “Audit
Committee financial expert,” as defined under rules and regulations of the SEC.








Compensation
Committee








We
established a Compensation Committee of the board of directors at the closing of our IPO, which currently consists of Dato’ Seri
Chee Hong Leong, Mr. Ang Siak Keng and Mr. Ng Kim Kiat, each of whom is an independent director under Nasdaq’s listing standards.
Dato’ Seri Chee Hong Leong is the Chairperson of the compensation committee. We adopted a Compensation Committee charter, which
details the principal functions of the Compensation Committee, including:


























































reviewing
and approving on an annual basis the corporate goals and objectives relevant to our President and Chief Executive Officer’s
compensation, evaluating our President and Chief Executive Officer’s performance in light of such goals and objectives and
determining and approving the remuneration (if any) of our President and Chief Executive Officer based on such evaluation;










reviewing
and approving the compensation of all of our other executive officers;










reviewing
our executive compensation policies and plans;










implementing
and administering our incentive compensation equity-based remuneration plans;










assisting
management in complying with our proxy statement and annual report disclosure requirements;










approving
all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers
and employees;










producing
a report on executive compensation to be included in our annual proxy statement; and










reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors.










Nominating
Committee








We
established a Nominating Committee of the board of directors at the closing of our initial public offering, which currently consists
of Mr. Ang Siak Keng, Dato’ Seri Chee Hong Leong and Mr. Ng Kim Kiat, each of whom is an independent director under Nasdaq’s
listing standards. Mr. Ang Siak Keng is the Chairperson of the nominating committee. The Nominating Committee is responsible for overseeing
the selection of persons to be nominated to serve on our board of directors. The Nominating Committee considers persons identified by
its members, management, shareholders, investment bankers and others. The guidelines for selecting nominees, which are specified in the
Nominating Committee Charter, generally provide that the persons to be nominated:

































should
have demonstrated notable or significant achievements in business, education or public service;










should
possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring
a range of skills, diverse perspectives and backgrounds to its deliberations; and










should
have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.










Shareholders
who wish to recommend individuals for consideration by the Nominating Committee to become nominees for election to the Board at our next
Annual Meeting of Shareholders may do so by submitting a written recommendation to the Nominating Committee, Kairous Acquisition Corp.
Limited, Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia; Attention: Chief
Executive Officer, in accordance with the procedures set forth below in this proxy statement under the heading “Shareholder Proposals.”
For nominees for election to the Board proposed by shareholders to be considered, the following information concerning each nominee must
be timely submitted in accordance with the required procedures:























The
candidate’s name, age, business address, residence address, principal occupation or employment, the class and number of shares
of our capital stock the candidate beneficially owns, a brief description of any direct or indirect relationships with us, and the
other information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director;














23


































A
signed consent of the nominee to being named as a nominee, to cooperate with reasonable background checks and personal interviews
and to serve as a director, if elected; and










As
to the shareholder proposing such nominee, that shareholder’s name and address, the class and number of shares of our capital
stock the shareholder beneficially owns, a description of all arrangements or understandings between the shareholder and the candidate
and any other person or persons (including their names) pursuant to which the recommendation is being made, a list of all other companies
to which the shareholder has recommended the candidate for election as a director in that fiscal year, and a representation that
the shareholder intends to appear in person or by proxy at the meeting to nominate the person named in its notice.








SHAREHOLDER
COMMUNICATIONS








Shareholders
who wish to communicate with the Board or with specified members of the Board should do so by sending any communication to Kairous Acquisition
Corp. Limited, Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia; Attention:
Chief Executive Officer.








Any
such communication should state the number of shares beneficially owned by the shareholder making the communication. Our Secretary will
forward such communication to the full Board or to any individual member or members of the Board to whom the communication is directed,
unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Secretary has the authority
to discard the communication or take appropriate legal action regarding the communication.








CODE
OF ETHICS








We
adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities
laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business.








EXECUTIVE
OFFICERS AND DIRECTOR COMPENSATION








None
of our directors or executive officers has received any compensation from us for services rendered to us. With respect to our executive
officers:

































we
do not maintain, sponsor or contribute to, and have not had and do not have any obligation to contribute to, any benefit plans, including
any qualified or nonqualified defined benefit plans, nonqualified defined contribution plans or other deferred compensation plans,










we
have not entered into any employment, service, retention or other agreements or entered into any agreements to provide benefits upon
termination of employment or other service with us, and










we
have not granted any equity-based awards.












Other
than the monthly administration fee payable to Ms. Yeung Po Yi , no compensation or fees of any kind, including finder’s fees,
consulting fees and other similar fees, will be paid to our insiders or any of the members of our current management team, for services
rendered prior to or in connection with the consummation of a business combination. However, such individuals will receive reimbursement
for any out-of-pocket expenses incurred by them in connection with activities on our behalf. There is no limit on the amount of out-of-pocket
expenses reimbursable by us, except that to the extent such expenses exceed the available proceeds not deposited in the trust account,
such expenses would not be reimbursed by us unless we consummate a business combination.








SHAREHOLDER
PROPOSALS








Shareholders
who wish to present proposals for inclusion in the Company’s proxy materials for the next Annual Meeting of Shareholders may do
so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. To be eligible, the shareholder
proposals must be received by us at our principal executive office on or before [*], 2023. Under SEC rules, you must have continuously
held for at least one year prior to the submission of the proposal (and continue to hold through the date of the meeting) at least $2,000
in market value, or 1%, of our outstanding stock in order to submit a proposal which you seek to have included in the Company’s
proxy materials. We may, subject to SEC review and guidelines, decline to include any proposal in our proxy materials.








Shareholders
who wish to make a proposal at the next Annual Meeting, other than one that will be included in our proxy materials, must notify us no
later than [●], 2023. If a shareholder who wishes to present a proposal fails to notify us by [●], 2023, the proxies that
management solicits for the meeting will confer discretionary authority to vote on the shareholder’s proposal if it is properly
brought before the meeting.








OTHER
BUSINESS








While
the accompanying Notice of Annual Meeting of Shareholders provides for the transaction of such other business as may properly come before
the Annual Meeting, the Company has no knowledge of any matters to be presented at the Annual Meeting other than those listed as Proposals
1, 2, 3 and 4, in the notice. However, the enclosed Proxy gives discretionary authority in the event that any other matters should be
presented.








ANNUAL
REPORT








Upon
written request to Secretary, Kairous Acquisition Corp. Limited, Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman
Tun Dr. Ismail, Kuala Lumpur, Malaysia, we will provide without charge to each person requesting a copy of our 2021 Annual Report on
Form 10-K, including the financial statements filed therewith. We will furnish a requesting shareholder with any exhibit not contained
therein upon specific request.
















24


















PROPOSAL
4: THE ADJOURNMENT PROPOSAL








The
adjournment proposal, if approved, will request the chairman of the Annual Meeting (who has agreed to act accordingly) to adjourn the
Annual Meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to
our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Annual Meeting to approve
the Charter Amendment Proposal in this proxy statement. If the adjournment proposal is not approved by our shareholders, the chairman
of the meeting has the power to adjourn the Annual Meeting to a later date in the event, based on the tabulated votes, there are not
sufficient votes at the time of the Annual Meeting to approve the Charter Amendment Proposal and the Trust Amendment Proposal.








Vote
Required and Board of Directors’ Recommendation








If
a majority of the shares represented in person or by proxy and voting on the matter at the Annual Meeting vote for the adjournment proposal,
the chairman of the Annual Meeting will exercise his or her power to adjourn the meeting as set out above.








Recommendation








The
Company’s Board of Directors recommends that you vote

“FOR”

the adjournment proposal.


















25


















































By
Order of the Board of Directors.













/s/
Joseph Lee Moh Hon







Joseph
Lee Moh Hon






Chief
Executive Officer









Kuala
Lumpur, Malaysia






November
           , 2022



















26




















Annex
A













Companies
Act (revised)












Company
Limited by Shares





















second
AMENDED AND RESTATED












MEMORANDUM
AND ARTICLES OF ASSOCIATION














OF














KAIROUS ACQUISITION CORP. LIMITED



















Adopted
by special resolution dated [   ] 2022



























































[182233.00001]
































Companies
Act (Revised)












Company
Limited by Shares














Second
Amended and Restated












Memorandum
of Association












of












Kairous
Acquisition Corp

.

Limited










Adopted
by special resolution on [   ] 2022
















1



The
name of the Company is

Kairous Acquisition Corp

.

Limited

.













2



The
Company’s registered office will be situated at the office of Ogier Global (Cayman)
Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009,, Cayman Islands, or at such other
place in the Cayman Islands as the directors may at any time decide.













3



The
Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act
(Revised), the Company has full power and authority to carry out any object not prohibited
by any law of the Cayman Islands.













4



The
Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided
by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising
all the functions of a natural person of full capacity irrespective of any question of corporate
benefit.













5



Nothing
in any of the preceding paragraphs permits the Company to carry on any of the following businesses
without being duly licensed, namely:















(a)



the
business of a bank or trust company without being licensed in that behalf under the Banks
and Trust Companies Act (Revised); or















(b)



insurance
business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent
or broker without being licensed in that behalf under the Insurance Act (Revised);or















(c)



the
business of company management without being licensed in that behalf under the Companies
Management Act (Revised).













6



The
Company will not trade in the Cayman Islands with any person, firm or corporation except
in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company
may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands
any of its powers necessary for the carrying on of its business outside the Cayman Islands.













7



The
Company is a company limited by shares and accordingly the liability of each member is limited
to the amount (if any) unpaid on that member’s shares.













8



The
share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares of par
value US$0.0001 each. Subject to the Companies Act (Revised) and the Company’s articles
of association, the Company has power to do any one or more of the following:















(a)



to
redeem or repurchase any of its shares; and















(b)



to
increase or reduce its capital; and















(c)



to
issue any part of its capital (whether original, redeemed, increased or reduced):















(i)



with
or without any preferential, deferred, qualified or special rights, privileges or conditions;
or















(ii)



subject
to any limitations or restrictions








and
unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise)
is subject to this power; or








(d)
to alter any of those rights, privileges, conditions, limitations or restrictions.













9



The
Company has power to register by way of continuation as a


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

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