KAIRU / Kairos Acquisition Corp - Units (1 Ord Class A & 1/2 War) - Documents déposés auprès de la SEC, rapport annuel, procuration

KAIROS ACQUISITION CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gakairosacquisition.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Kairos Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G52110114 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this St

KAIROS ACQUISITION CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / ADAGE CAPITAL PARTNERS GP, L.L.C. - KAIROS ACQUISITION CORP. Passive Investment

SC 13G/A 1 p23-0356sc13ga.htm KAIROS ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Kairos Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G52110114 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of Th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39841 Kairos Acquisition Corp. (Exact name of registrant as specified i

Kairos Acquisition Corp. Announces Liquidation

Exhibit 99.1 Kairos Acquisition Corp. Announces Liquidation New York, New York, December 6, 2022 (GLOBE NEWSWIRE) ? Kairos Acquisition Corp. (Nasdaq: KAIR) (the ?Company?) announced today that, due to its inability to consummate an initial business combination within the time period required by its amended and restated memorandum and articles of association (the ?Charter?), the Company intends to

Financial Statements and Exhibits, Other Events

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): December 6, 2022 KAIROS ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KAIROS ACQUISITION CORP. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KAIROS ACQUISITION CORP. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2021 ☐ TRANSITION REPORT PURS

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

KAIROS ACQUISITION CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / Kairos Alpha Acquisition LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Kairos Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G52110114 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

KAIROS ACQUISITION CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Kairos Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G52110114 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

POWER OF ATTORNEY

EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Michael Edward Platt, hereby make, constitute and appoint Steven Pariente, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as principal of, or in other capacities with, BlueCrest Capital Management Limited, a company organized under the

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

KAIROS ACQUISITION CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / BlueCrest Capital Management Ltd - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kairos Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) G52110114 (CUSIP Number) 31 December 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

KAIROS ACQUISITION CORP-A SPECIAL PURPOSE ACQUISITION COMPANIES / ADAGE CAPITAL PARTNERS GP, L.L.C. - KAIROS ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kairos Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G52110114 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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, 2021 KAIROS ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Promissory Note, dated as of November 16, 2021 issued to HS Chronos LLC.

Exhibit 10.1 ? THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39841 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 16, 2021 (September 13, 2021) KAIROS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39841 N/A (State or other jurisdiction of in

Amended Form of Code of Ethics

Exhibit 14 FORM OF CODE OF ETHICS OF KAIROS ACQUISITION CORP. 1.Introduction The Board of Directors (the ?Board?) of Kairos Acquisition Corp., a Cayman Islands exempted company (the ?Company?), has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KAIROS ACQUISITION CORP. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39841 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on F

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39841 KAIROS ACQUISIT

Description of Registered Securities.*

Exhibit 4.5? ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ? As of March 29, 2021, Kairos Acquisition Corp. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, consistin

Financial Statements and Exhibits

8-K 1 tm217620d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 23, 2021 KAIROS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39841 N/A (State or other jurisdic

Kairos Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants

Exhibit 99.1 Kairos Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants New York, New York, Feb. 23, 2021 (GLOBE NEWSWIRE) ? Kairos Acquisition Corp. (the ?Company?) announced today that, commencing February 26, 2021, holders of the 27,600,000 units sold in the Company?s initial public offering may elect to separately trade the Company?s Class A ordinary sh

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EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Michael Edward Platt, hereby make, constitute and appoint Steven Pariente, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as principal of, or in other capacities with, BlueCrest Capital Management Limited, a company organized under the

Page 8 of 9

EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Kairos Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) (CUSIP N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kairos Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) G52110122** (CUSIP Number) 25 January 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kairos Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G52110122** (CUSIP Number) January 8, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated January 19, 2021, with respect to the Class A ordinary shares of Kairos Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934

SC 13D 1 ss190237sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Kairos Acquisition Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G52110 114 (CUSIP Number) Ajay Mehra Chief Legal Officer Hudson Structured Capital Management Ltd. 2187 Atlantic Street – 4th Floor Stam

KAIROS ACQUISITION CORP.

Exhibit 99.1 KAIROS ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Kairos Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Kairos Acquisition Corp. (the "Comp

Financial Statements and Exhibits, Other Events

8-K 1 tm213168d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2021 (January 8, 2021) KAIROS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39841 N/A

Kairos Acquisition Corp. Announces Closing of Underwriters’ Option to Purchase Additional Units in Connection with its Initial Public Offering

Exhibit 99.2 Kairos Acquisition Corp. Announces Closing of Underwriters’ Option to Purchase Additional Units in Connection with its Initial Public Offering New York, Jan. 12, 2021 (GLOBE NEWSWIRE) - Kairos Acquisition Corp. (the “Company”) today announced that it closed the issuance of an additional 3,600,000 units pursuant to the exercise of the underwriters’ option in full to purchase additional

Investment Management Trust Agreement, dated January 5, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (3)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 5, 2021, by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File N

Letter Agreement, dated January 5, 2021, by and among the Company, its officers, directors, Kairos Alpha Acquisition LLC and HS Chronos LLC. (3)

Exhibit 10.1 January 5, 2021 Kairos Acquisition Corp. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Alpha Acquisition Corp., a Cayman Islands

Warrant Agreement, dated January 5, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (3)

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 5, 2021, is by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is

Underwriting Agreement (3)

Exhibit 1.1 Kairos Acquisition Corp. 24,000,000 Units Ordinary Shares Warrants UNDERWRITING AGREEMENT New York, New York January 5, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwrite

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 11, 2021 (January 5, 2021) KAIROS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39841 N/A (State or other jurisdiction of incorpo

Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KAIROS ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED 5 JANUARY 2021 AND EFFECTIVE ON 5 JANUARY 2021) Filed: 06-Jan-2021 11:57 EST www.verify.gov.ky File#: 365533 Auth Code: H67957375573 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN

Registration Rights Agreement, dated January 5, 2021, by and among the Company and certain security holders. (3)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 5, 2021, is made and entered into by and among Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), Kairos Alpha Acquisition LLC, a Delaware limited liability company (the “Sponsor”), HS Chronos LLC (“HS Chronos”) and the undersigned parties listed on the si

Administrative Services Agreement, dated January 5, 2021, by and between the Company and Kairos Alpha Acquisition Corp.

Exhibit 10.6 KAIROS ACQUISITION CORP. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 January 5, 2021 KAIROS ALPHA ACQUISITION LLC 50 Washington Street, Suite 921 Norwalk, CT 06854 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Kairos

Private Placement Warrants Purchase Agreement, dated January 5, 2021, by and between the Company and HS Chronos LLC. (3)

Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 5, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and HS Chronos LLC, a Delaware limited liability company (“HS Chronos”). WHEREAS: The Company

Kairos Acquisition Corp. Announces Closing of Upsized $240 Million Initial Public Offering

Exhibit 99.2 Kairos Acquisition Corp. Announces Closing of Upsized $240 Million Initial Public Offering New York, New York, Jan. 08, 2021 (GLOBE NEWSWIRE) - Kairos Acquisition Corp. (Nasdaq: KAIRU) (the “Company”) announced today that it closed its upsized initial public offering of 24,000,000 units. The offering was priced at $10.00 per unit, resulting in gross proceeds of $240,000,000. The Compa

Kairos Acquisition Corp. Announces Pricing of $240 Million Upsized Initial Public Offering

Exhibit 99.1 Kairos Acquisition Corp. Announces Pricing of $240 Million Upsized Initial Public Offering New York, New York, Jan. 05, 2021 (GLOBE NEWSWIRE) - Kairos Acquisition Corp. (the “Company”) announced today the pricing of its initial public offering of 24,000,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Capital Market (the “Nasdaq”) and trade under the tic

Private Placement Warrants Purchase Agreement, dated January 5, 2021, by and between the Company and Kairos Alpha Acquisition LLC. (3)

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 5, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Kairos Alpha Acquisition LLC, a Delaware limited liability company (the “Sponsor”). WHERE

$240,000,000 Kairos Acquisition Corp. 24,000,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration Nos. 333-251553 and 333-251908 Prospectus $240,000,000 Kairos Acquisition Corp. 24,000,000 Units Kairos Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, capital stock or share exchange, asset acquisition, capital stock or share purc

- S-1MEF

As filed with the Securities and Exchange Commission on January 5, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kairos Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorporation or Organization) (

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Kairos Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N

- FORM S-1/A

As filed with the U.S. Securities and Exchange Commission on December 30, 2020 Registration No. 333-251553 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kairos Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of i

Form of Audit Committee Charter.*

Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAIROS ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”) is to oversee the financial controls over assets and transactions, the accounting, and the financial r

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged

Form of Underwriting Agreement.*

Exhibit 1.1 Kairos Acquisition Corp. 20,000,000 Units Ordinary Shares Warrants UNDERWRITING AGREEMENT New York, New York [·], 2020 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters nam

Form of Private Placement Warrants Purchase Agreement between the Registrant and HS Chronos LLC.*

EX-10.7 17 tm2030422d2ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and HS Chronos LLC, a Delaware limited liability comp

Specimen Warrant Certificate.*

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW KAIROS ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP G52110 106 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the regist

Consent of Michael Stone.*

Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Kairos Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Kairos Acq

Specimen Class A Ordinary Share Certificate.*

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS G52110 114 KAIROS ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF KAIROS ACQUISITION CORP. (THE “COMPANY”) transferable on the books of the Company in person or by d

Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Kairos Acquisition Corp. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Kairos Acquisitio

Consent of Rob Glanville.*

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Kairos Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Kairos Acq

Power of Attorney (included on signature page of this Registration Statement).*

As filed with the U.S. Securities and Exchange Commission on December 21, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kairos Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organizat

Securities Subscription Agreement, dated August 28, 2020, between the Company and Kairos Alpha Acquisition LLC. (1)

Exhibit 10.5 Kairos Acquisition Corp. c/o 50 Washington Street, Suite 921 Norwalk, CT 06854 August 28, 2020 Kairos Alpha Acquisition LLC 50 Washington Street, Suite 921 Norwalk, CT 06854 RE: Securities Subscription Agreement Ladies and Gentlemen: Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Kairos Alpha Acquisition LLC, a Delaware limi

Form of Compensation Committee Charter.*

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF KAIROS ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), shall be to oversee the Company’s compensation and employee benefit plans and practice

Form of Indemnity Agreement.*

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [ ], 2021. Between: (1) KAIROS ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands with principal office at c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, NY 10105, United States of America (the “Company”); and (2) (“Indemnitee”). Whereas: (A) Hig

Form of Code of Ethics.*

Exhibit 14 FORM OF CODE OF ETHICS OF KAIROS ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are

Consent of Michael Millette.*

Exhibit 99.11 Consent to be Named as a Board Observer Nominee In connection with the filing by Kairos Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a board observer nominee to the board of dire

Consent of John Lummis.*

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Kairos Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Kairos Acq

Promissory Note, dated as of August 26, 2020 issued to Kairos Alpha Acquisition LLC.*

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Consent of Susan Sutherland.*

Exhibit 99.9 Consent to be Named as a Director Nominee In connection with the filing by Kairos Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Kairos Acq

Form of Letter Agreement among the Registrant, its officers and directors and Kairos Alpha Acquisition LLC.*

Exhibit 10.2 [], 2021 Kairos Acquisition Corp. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Alpha Acquisition Corp., a Cayman Islands exempt

Consent of Vikas Singhal.*

Exhibit 99.10 Consent to be Named as a Director Nominee In connection with the filing by Kairos Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Kairos Ac

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-

Form of Private Placement Warrants Purchase Agreement between the Registrant and Kairos Alpha Acquisition LLC.*

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Kairos Alpha Acquisition LLC, a Delaware limited liability company (the “Sponsor”). WHEREAS: Th

Administrative Services Agreement, dated January 5, 2021, by and between the Company and Kairos Alpha Acquisition Corp. (3)

Exhibit 10.9 KAIROS ACQUISITION CORP. c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 [ ], 2021 KAIROS ALPHA ACQUISITION LLC 50 Washington Street, Suite 921 Norwalk, CT 06854 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Kairos Alpha

Memorandum and Articles of Association.*

Exhibit 3.1 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF KAIROS ACQUISITION CORP. Auth Code: F84315896293 www.verify.gov.ky THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF KAIROS ACQUISITION CORP. 1 The name of the Company is Kairos Acquisition Corp.. 2 The

Form of Nominating and Corporate Governance Charter.*

Exhibit 99.3 KAIROS ACQUISITION CORP. Nominating and Corporate Governance Committee Charter (the “Charter”) The responsibilities and powers of this Nominating and Corporate Governance Committee (the “Committee”) as delegated by the Board of Directors (the “Board”) of Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), are set forth in this charter. Whenever the Committee t

Consent of Garrett Koehn.*

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Kairos Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Kairos Acq

Consent of Thomas Motamed.*

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Kairos Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Kairos Acq

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G52110 122 KAIROS ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Kairos Acquisition Cor

Form of Registration Rights Agreement between the Registrant and certain security holders.*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), Kairos Alpha Acquisition LLC, a Delaware limited liability company (the “Sponsor”), HS Chronos LLC (“HS Chronos”) and the undersigned parties listed on the signatur

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This is a confidential draft submission to the U.S. Securities and Exchange Commission on September 10, 2020 and is not being filed under the Securities Act of 1933, as amended Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kairos Acquisition Corp. (Exact name of registrant as specified

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Kairos Acquisition Corp. c/o 50 Washington Street, Suite 921 Norwalk, CT 06854

Exhibit 10.5 Kairos Acquisition Corp. c/o 50 Washington Street, Suite 921 Norwalk, CT 06854 August 28, 2020 Kairos Alpha Acquisition LLC 50 Washington Street, Suite 921 Norwalk, CT 06854 RE: Securities Subscription Agreement Ladies and Gentlemen: Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Kairos Alpha Acquisition LLC, a Delaware limi

THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION KAIROS ACQUISITION CORP.

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF KAIROS ACQUISITION CORP. Auth Code: F84315896293 www.verify.gov.ky THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF KAIROS ACQUISITION CORP. 1 The name of the Company is Kairos Acquisition Corp.. 2 The