UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November 19~~December 6, ~~2021~~2022

KAIROS ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-39841

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY

10105

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (917) 783-4057

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	KAIR	Nasdaq Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	KAIRW	Nasdaq Capital Market
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	KAIRU	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statement and Related Audit Report~~Events.

~~The~~On December ~~management~~6, of2022, Kairos Acquisition Corp. (the “Company”) ~~has re-evaluated the~~issued ~~Company’s~~a ~~application~~press ofrelease ~~ASC 480-10-S99-3A to~~announcing ~~its~~that ~~accounting~~due ~~classification of~~to the ~~redeemable~~Company’s inability ~~shares~~to ofconsummate ~~Class A~~an ~~ordinary~~initial ~~shares,~~business ~~par~~combination ~~value~~within ~~$0.0001 per share (~~the ~~“Public~~time ~~Shares”),~~period ~~issued~~required asby ~~part of~~its ~~the~~amended ~~units~~and ~~sold~~restated inmemorandum ~~the~~and ~~Company’s~~articles of ~~initial~~association ~~public offering~~ (the “~~IPO~~Charter”) ~~on January 8~~, ~~2021. Historically, a portion of~~ the ~~Public~~Company ~~Shares~~intends ~~was classified as permanent equity~~ to ~~maintain~~dissolve ~~net~~and ~~tangible~~liquidate ~~assets~~in ~~greater~~accordance ~~than~~with ~~$5,000,000 on~~ the ~~basis~~provisions ~~that the Company~~of ~~will consummate~~ its ~~initial~~Charter ~~business~~and ~~combination~~will ~~only~~redeem ifall ~~the Company has net tangible assets~~ of ~~at least $5,000,001. Pursuant to such re-evaluation,~~ the ~~Company’s~~ ~~management~~outstanding ~~has~~shares ~~determined~~of ~~that~~Class ~~the~~A ~~Public~~ordinary ~~Shares~~shares ~~include certain provisions~~ that ~~require~~were ~~classification~~included ofin the ~~Public Shares~~units asissued ~~temporary~~in ~~equity~~its ~~regardless~~initial public ofoffering (the ~~minimum~~“Public ~~net~~Shares”), ~~tangible~~at ~~assets~~a ~~required~~per-share toredemption ~~complete~~price ~~the~~of ~~Company’s~~approximately ~~initial business combination~~$10.08.

~~Therefore,~~In order onto ~~November~~provide ~~19,~~for ~~2021,~~ the ~~Company’s~~ ~~management~~disbursement ~~and~~of ~~the~~funds ~~audit~~from ~~committee~~the oftrust account, the Company’s ~~board~~has ofinstructed ~~directors (~~the ~~“Audit~~trustee ~~Committee”) concluded~~of ~~that~~ the ~~Company’s~~trust ~~previously~~account ~~issued~~to take ~~(i) audited~~all ~~balance~~necessary ~~sheet~~actions asto ofliquidate ~~January~~the 8,securities ~~2021,~~held ~~included~~ in ~~exhibit~~the 99trust account.~~1 to~~ ~~its~~The ~~Form 8-K filed~~proceeds ~~with~~of the ~~SEC~~trust onaccount ~~January~~will ~~14,~~be ~~2021~~held ~~(the~~in ~~“Form 8~~a non-~~K”),~~interest ~~(ii)~~bearing ~~unaudited~~account ~~financial statements~~while ~~included~~awaiting indisbursement to the ~~Company’s~~holders ~~Quarterly~~of ~~Report on Form 10-Q for~~ the ~~quarterly~~Public ~~period~~Shares. ~~ended~~Record ~~March~~holders ~~31,~~will ~~2021, filed~~receive ~~with the SEC on May 27, 2021,~~their ~~and (iii)~~pro rata ~~unaudited~~portion ~~financial~~of ~~statements included in~~ the ~~Company’s~~proceeds ~~Quarterly Report~~of ~~on Form 10-Q for~~ the ~~quarterly~~trust ~~period~~account ~~ended~~by ~~June 30,~~delivering ~~2021,~~their ~~filed~~Public ~~with~~Shares ~~the~~to ~~SEC~~Continental onStock ~~August 13,~~Transfer ~~2021~~& Trust ~~(collectively~~Company, the ~~“Affected~~Company’s ~~Periods”),~~transfer ~~should~~agent. Beneficial beowners ~~restated~~of ~~to report all~~ Public Shares asheld ~~temporary~~in ~~equity~~“street ~~and~~name,” ~~should no~~however, ~~longer~~will benot ~~relied~~need ~~upon.~~to Astake ~~such,~~any ~~the~~action ~~Company~~in ~~has~~order ~~restated~~to ~~its~~receive ~~financial statements for~~ the ~~Affected~~redemption ~~Periods~~amount. inThe ~~the~~redemption ~~Company’s Quarterly~~of ~~Report on Form 10-Q for~~ the ~~quarterly~~Public ~~period~~Shares ~~ended~~is ~~September 30,~~expected ~~2021,~~to ~~filed~~be ~~with the SEC on November 22,~~completed ~~2021~~by ~~(the~~January ~~“Q3 Form 10-Q”)~~3, as ~~described therein~~2023.

The Company’s ~~does~~sponsor has ~~not~~agreed ~~expect~~to ~~any~~waive ofits ~~the~~redemption ~~above~~rights ~~changes will~~with ~~have~~respect ~~any~~to ~~impact~~its onoutstanding ~~its~~Class ~~cash~~B ~~position~~ordinary shares issued prior to the Company’s initial public offering and ~~cash~~the ~~held~~Class A ordinary shares contained in the ~~trust~~units ~~account~~issued ~~established~~ in ~~connection~~a ~~with~~private ~~the~~placement ~~IPO~~concurrent (with the ~~“Trust~~initial ~~Account”)~~public offering.

~~The Company’s management has concluded that~~There inwill ~~light~~be ofno ~~the~~redemption ~~classification~~rights ~~error~~or ~~described~~liquidating ~~above,~~distributions awith ~~material~~respect ~~weakness exists in the Company’s internal control over financial reporting related~~ to the ~~lack of ability to account for complex financial instruments and that the~~ Company’s ~~disclosure~~warrants, ~~controls and~~which ~~procedures~~will ~~were~~expire ~~not effective~~worthless. ~~The Company’s remediation plan with respect to such material weakness is described in more detail in the Q3 Form 10-Q.~~

~~The Company’s management and the Audit Committee~~ A ~~have~~copy ~~discussed~~of the ~~matters~~press ~~disclosed~~release inis ~~this~~attached ~~Current~~hereto ~~Report~~as onExhibit ~~Form 8-K with~~99.1 ~~WithumSmith+Brown,~~and ~~PC,~~is ~~the~~incorporated ~~Company’s~~herein ~~independent registered~~by ~~accounting firm~~reference.

~~Forward-Looking~~Item 9.01 Financial Statements and Exhibits.

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

(d)	Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibits
99.1		Press Release, dated December 6, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2 Forward-Looking Statements

~~SIGNATURES~~This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

~~Date:~~Pursuant ~~November~~to 23the requirements of the Securities Exchange Act of 1934, ~~2021~~as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~KAIROS ACQUISITION CORP. By~~Date: ~~/s/~~December ~~Peter~~6, ~~Bang Peter Bang Chief Executive Officer and Director~~2022

~~[Signature~~KAIROS ~~Page~~ACQUISITION toCORP. ~~Form 8-K]~~ By: /s/ Peter Bang Peter Bang Chief Executive Officer and Director

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