Filed
by Kairous Acquisition Corp. Limited
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Commission
File No. 001-41155
Subject
Company: Kairous Acquisition Corp. Limited
![](https://content.edgar-online.com/edgar_conv_img/2023/01/31/0001493152-23-003051_form425_001.jpg) |
| Press
Release |
|
| |
|
| For
Immediate Release |
Wellous
Announces Key Leadership Appointments
KUALA
LUMPUR, Malaysia, January 31, 2023 (GLOBE NEWSWIRE) -- Wellous Group Limited (“Wellous”, or the “Company”), a
fast-growing Asia-based international nutrition company that develops, manufactures, markets and sells health and wellness products,
today announced key leadership appointments to help further the company’s global expansion and prepare for transitioning to life
as a public company.
Mr.
Lee Koon Tan has been appointed as group president of Wellous. Lee Koon brings decades of experience as a corporate leader. In this role,
he oversees and drives the Company’s transformational initiatives and expansion plans. He is responsible for corporate development
activities, including strategic partnerships and investment opportunities. Previously, Lee Koon held leadership roles across various
companies in the Hong Leong Group, a leading Southeast Asia conglomerate with portfolio companies in financial services, manufacturing,
real estate and consumer goods. He is also a CFA Charterholder.
Portrait of Mr. Lee Koon
Tan
Filed
by Kairous Acquisition Corp. Limited
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Commission
File No. 001-41155
Subject
Company: Kairous Acquisition Corp. Limited
Wellous
also announced the appointment of Ms. Jorrine Ang as chief financial officer, effective from December 2022. Jorrine has over 10 years
of experience in senior management roles of public companies listed on the Bursa Malaysia Stock Exchange, where she was responsible for
the formulation and implementation of corporate strategies as well as overseeing corporate finance, fund raising, and investment management.
Prior to joining Wellous, Jorrine founded and ran her own advisory practice, providing pre-IPO advisory, capital fund raising, mergers
& acquisitions and corporate restructuring services for corporate clients. She completed an ACCA (the Association of Chartered Certified
Accountants) and holds a Master’s Degree in Business Administration from the University of Portsmouth, United Kingdom.
Portrait
of Ms. Jorrine Ang
“Lee
Koon and Jorrine are both highly accomplished, seasoned professionals and exceptional leaders,” said Wee Kuan (Andy) Tan, Co-Founder
and CEO of Wellous. “I am confident they will help to drive Wellous forward at this important time as we transition to a public
company. Their considerable experience and demonstrated excellence make them the right choice for Wellous.”
“We
look forward to working closely with Lee Koon and Jorrine to better develop the markets we serve and deliver more value for our customers,
partners, employees and shareholders,” said Henry Chin, Co-Founder and Chairman of Wellous. “With these key leadership changes,
we believe this better positions Wellous to realize our full potential.”
On
December 13, Wellous announced that it had entered into a definitive business combination agreement with Kairous Acquisition Corp. Limited,
a special purpose acquisition company (“Kairous”), that, if and when approved by the shareholders of Kairous, will result
in Wellous becoming a publicly listed company on Nasdaq upon the closing of the proposed transaction.
Founded
in 2016, Wellous is headquartered in Malaysia with a strong and growing presence across the Asia Pacific region. Having introduced over
a dozen product series to the market using premium raw materials, the upcoming listing will be a key milestone in the Company’s
further expansion across the world.
Filed
by Kairous Acquisition Corp. Limited
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Commission
File No. 001-41155
Subject
Company: Kairous Acquisition Corp. Limited
About
Wellous
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’ products and services are distributed through its tech-enabled distribution channels. The Company has a strong footprint
in the Asia-Pacific markets and growing presence in other markets across the world.
About
Kairous Acquisition Corp. Limited
Kairous
Acquisition Corp. Limited is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses or entities.
Additional
Information and Where to Find It
In
connection with the proposed business combination, Kairous and/or its subsidiary will file with the SEC a Registration Statement on Form
F-4 (as amended, the Registration Statement”), which will include a proxy statement/prospectus. After the Registration Statement
is declared effective, Kairous will send the proxy statement/prospectus and other relevant documents to its shareholders. This press
release is not a substitute for the proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT WELLOUS, KAIROUS, THE PROPOSED TRANSACTION AND RELATED MATTERS. The Registration Statement and any other
relevant filed documents (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. These
documents (when they are available) can also be obtained free of charge from Kairous at https://www.kairous.com/insights or upon written
request at Kairous Acquisition Corp. Limited, Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail,
Kuala Lumpur, Malaysia.
Filed
by Kairous Acquisition Corp. Limited
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Commission
File No. 001-41155
Subject
Company: Kairous Acquisition Corp. Limited
Forward-Looking
Statements
This
press release contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions
described herein, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but
are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing
equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated
future financial and operating performance and results, including estimates for growth, the expected management and governance of the
combined company, and the expected timing of the transactions. The words “expect,” “believe,” “estimate,”
“intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements
are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about
general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially
from those indicated or anticipated.
Such
risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the
pending business combination, including the risk that the transaction may not close due to one or more closing conditions to the transaction
not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental
entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations
or restrictions in connection with such approvals; (ii) risks related to the ability of Kairous and the Company to successfully integrate
the businesses; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable
transaction agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance,
operations or prospects of the Company or Kairous; (v) risks related to disruption of management time from ongoing business operations
due to the proposed transaction; (vi) the risk that any announcements relating to the proposed transaction could have adverse effects
on the market price of Kairous’s securities; (vii) the risk that the proposed transaction and its announcement could have an adverse
effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers
and customers and on their operating results and businesses generally; (viii): risks relating to the wellness and nutritional supplements
sectors, including consumer preference and purchasing habit changes, raw material supply fluctuation, governmental regulatory and enforcement
changes, market competitions, competitive product and pricing activity; and (ix) risks relating to the combined company’s ability
to enhance its services and products, execute its business strategy, expand its customer base and maintain stable relationship with its
business partners.
Filed
by Kairous Acquisition Corp. Limited
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Commission
File No. 001-41155
Subject
Company: Kairous Acquisition Corp. Limited
A
further list and description of risks and uncertainties can be found in the Prospectus filed on December 14, 2021 relating Kairous’s
initial public offering and in the Registration Statement and proxy statement that will be filed with the SEC by Kairous and/or its subsidiary
in connection with the proposed transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged
to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place
undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and Kairous, the
Company and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after
the date they were made except as required by law or applicable regulation.
No
Offer or Solicitation
This
press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of
Kairous or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Participants
in the Solicitation
Kairous
and the Company, and certain shareholders of Kairous, and their respective directors, executive officers and employees and other persons
may be deemed to be participants in the solicitation of proxies from the holders of Kairous ordinary shares in respect of the proposed
transaction. Information about Kairous’s directors and executive officers and their ownership of Kairous ordinary shares is set
forth in the Prospectus filed on December 14, 2021 and filed with the SEC as modified or supplemented by any Form 3 or Form 4 filed with
the SEC since the date of that filing. Other information regarding the interests of the participants in the proxy solicitation will be
included in the Registration Statement/proxy statement pertaining to the proposed transaction when it becomes available. These documents
can be obtained free of charge from the sources indicated above.
Wellous
and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of
Kairous in connection with the proposed business combination. A list of the names of such directors and executive officers and information
regarding their interests in the proposed business combination will be included in the Registration Statement/proxy statement pertaining
to the proposed transaction when it becomes available for the proposed business combination.
Contacts
Investors:
Michael
Bowen
wellousIR@icrinc.com
Media:
Brad
Burgess
wellousPR@icrinc.com
Amirul
Sanusi
amirul.sanusi@wellous.com
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