Kairous Acquisition Corp. Limited *
PROPOSED BUSINESS COMBINATION: NR Instant Produce Public Company Limited
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
Kairous Acquisition Corp. Limited entered into a business combination agreement with NR Instant Produce Public Company Limited
- NR Instant Produce Public Company Limited. produces and distributes oriental and plant-based food products.
- The Company offers sauces, seasoning mixes, condiments, ready to eat meals, noodles, fruit juices, and snacks, as well as private label and co-packing services. NR Instant Produce markets its products worldwide.
EXTENSION – 12/18/24 – LINK
- The SPAC approved the extension from December 16, 2024 to June 16, 2025.
- 518,968 shares were redeemed.
- $50K per month will be deposited into the trust account.
EXTENSION – 12/20/23 – LINK
- The SPAC approved the extension from December 16, 2023 to December 16, 2024.
- 752,053 shares were redeemed.
- $50K per month will be deposited into the trust account.
TRANSACTION
- The parties agreed to an initial merger consideration of $300 million.
- The merger consideration was reduced to $188 million. – LINK
SPAC FUNDING
- Not specified at this time.
EARNOUT
- Up to 8,554,455 Shares can be earned based on the following price and revenue thresholds:
- Price (must be achieved within 3 years following the Closing Date)
- 12.85% (1,099,010 Shares) if the share price equals or exceeds $12.50 for 20/30 consecutive trading days.
- 12.85% (1,099,010 Shares) if the share price equals or exceeds $15.00 for 20/30 consecutive trading days.
- 8.57% (732,673 Shares) if the share price equals or exceeds $17.50 for 20/30 consecutive trading days.
- Revenue
- 32.87% (2,811,881 Shares) if the revenue for the Fiscal Year commencing January 1, 2025 and ending December 31, 2025 equals or exceeds $122,800,000
- 32.87% (2,811,881 Shares) if the revenue for the Fiscal Year commencing January 1, 2025 and ending December 31, 2025 equals or exceeds $170,200,000
- If the second revenue threshold is achieved after the first revenue threshold (assuming the first is not achieved) all of the revenue earn-out shares will be released.
- Price (must be achieved within 3 years following the Closing Date)
LOCK-UP
- Company:
- The Company will be subjected to a two year lock-up of its shares.
- Sponsor:
- The Sponsor is subjected to a lock-up of the earlier of (i) six months after the closing date, and (ii) 150 days after the closing date if the share price equals or exceeds $12.00 per share.
NOTABLE CONDITIONS TO CLOSING
- As of the date of the Closing, the Company will have minimum cash equal to no less than $2 million.
- The minimum cash condition was reduced to $500k – LINK
NOTABLE CONDITIONS TO TERMINATION
- The closing of the Business Combination shall occur no later than March 31, 2024 (the “Outside Date”).
ADVISORS
- Bamboo Mart Advisors:
- TBA
- SPAC Advisors:
- TBA
The below-announced combination was terminated on 6/26/23. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Wellous Group Limited [TERMINATED]
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: tbd
Kairous Acquisition Corp. Limited proposes to combine with Wellous Group Limited, an Asia-based international nutrition company that develops, manufactures, markets and sells health and wellness products.
- Wellous is a health food and nutrition company that develops, manufactures, markets and distributes trusted and beneficial health and wellness products.
- The Company offers only the best of nature, the most precious ingredients from a wide sourcing network.
- Based in Malaysia, Wellous’s products and services are distributed through its tech-enabled distribution channels.
- The Company has a strong footprint in the Asia-Pacific markets and growing presences in other markets across the world.
EXTENSION – 12/8/22 – LINK
- The SPAC approved the extension until December 16, 2023.
- In order to extension, the sponsor will contribute:
- (i) two (2) times for an additional three (3) months each time from December 16, 2022 to June 16, 2023 by depositing $360,000 to the trust account for each three-month extension, followed by
- (ii) six (6) times for an additional one (1) month each time from June 16, 2023 to December 16, 2023 by depositing $120,000 to the trust account for each one-month extension.
- In order to extension, the sponsor will contribute:
TRANSACTION
- As provided in the Merger Agreement, the merger consideration is $270 million, payable by newly-issued securities of the Combined Company valued at $10.10 per share.
- Additional earnout shares may be issuable to Wellous stockholders after closing, upon achievement of certain trading price-based and/or profitability targets.
- Cash proceeds raised will consist of Kairous’s approximately $21 million in trust (assuming no redemptions by Kairous’s existing public shareholders) which is anticipated to support the Company’s growth capital needs and to be used for general working capital purposes.
- After the closing, Wellous shareholders are expected to retain a majority of the outstanding shares of the Combined Company and Wellous will designate a majority of proposed directors for the Combined Company’s board.
- The Wellous management team, led by its co-founders Andy Tan and Henry Chin, will continue to run the Combined Company after the closing of the Proposed Transaction.
PIPE
- There is no PIPE for this Transaction.
LOCK-UP
Company & Sponsor:
- The Shareholders will, subject to certain customary exceptions, agree not to sell Shares held by them until the date that is two years after the date of the Closing (the “Lock-Up Period”).
EARNOUT
- Up to an additional 5,400,000 ordinary shares may be issued to the Shareholders as contingent post-closing earnout consideration.
- The earnout milestones are in three tiers, and are based on Purchaser’s performance during the years 2023 through 2027, with specific targets tied to the trading price of Purchaser’s ordinary shares, Purchaser’s market capitalization and Purchaser’s net profit after tax.
NOTABLE CONDITIONS TO CLOSING
- The Company has agreed that as of the date of the Closing, the Company will have minimum cash equal to no less than $5,600,000 (“Minimum Cash”).
- To the extent that the Company has less than the Minimum Cash amount as of the Closing, then the Shareholders and/or the Principal Owners shall make up the difference in cash.
- To the extent that the Company has more than the Minimum Cash amount as of the Closing, then Purchaser shall pay the difference by issuing additional Purchaser ordinary shares to the Shareholders at a value of $10.10 per share.
NOTABLE CONDITIONS TO TERMINATION
- KACL and the Company have agreed that the closing of the Business Combination shall occur no later than September 30, 2023 (the “Outside Date”).
- The Outside Date may be extended upon the written agreement of KACL and the Company.
ADVISORS
- Chardan is serving as M&A and Capital Markets advisor to Kairous.
- Loeb & Loeb LLP is serving as legal advisor to Kairous.
- Robinson & Cole LLP is serving as legal advisor to Wellous.
- ICR is serving as Investor Relations and Public Relations for the Proposed Transaction.
MANAGEMENT & BOARD
Executive Officers
Joseph Lee Moh Hon, 48
Director, Chief Executive Officer, and Chairman
Mr. Joseph Lee Moh Hon 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.
Philip Wong Cheung Wang, 45
Chief Financial Officer
Mr. Philip Wong Cheung Wang 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.
Board of Directors
Steve Hsia Hsien-Chieng, 58
Independent Director
Steve Hsia Hsien-Chieng 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.
Dato’ Seri Chee Hong Leong, 58
Independent Director
Dato’ Sri Chee Hong Leong began his career in 1990 coordinating corporate developments and annual strategic plans for the Leisure Holidays Group of Companies. From 1992 to 1998, Dato’ Sri 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’ Sri 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’ Sri 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.
Ng Kim Kiat, 51
Independent Director
Mr. Ng Kim Kiat 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.
Ang Siak Keng, 50
Independent Director
Mr. Ang Siak Keng 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.