KAIROS ACQUISITION CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On January 8, 2021, Kairos Acquisition Corp. (the "Company") consummated its initial public offering ("IPO") of 24,000,000 units (the "Units"). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the "Class A Ordinary Shares"), and one-half of one redeemable warrant of the Company ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $240,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-251553) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the "Commission") on December 21, 2020 (as amended, the "Registration Statement"):

  ? An Underwriting Agreement, dated January 5, 2021, by and between the Company
    and Citigroup Global Markets Inc., as the representative of the several
    underwriters, a copy of which is attached as Exhibit 1.1 hereto and
    incorporated herein by reference.




  ? A Warrant Agreement, dated January 5, 2021, by and between the Company and
    Continental Stock Transfer & Trust Company, as warrant agent, a copy of
    which is attached as Exhibit 4.1 hereto and incorporated herein by
    reference.




  ? A Letter Agreement, dated January 5, 2021, by and among the Company, its
    officers, its directors, its initial shareholders, the Company's sponsor,
    Kairos Alpha Acquisition LLC (the "Sponsor"), and HS Chronos LLC ("HS
    Chronos"), a copy of which is attached as Exhibit 10.1 hereto and
    incorporated herein by reference.




  ? An Investment Management Trust Agreement, dated January 5, 2021, by and
    between the Company and Continental Stock Transfer & Trust Company, as
    trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated
    herein by reference.




  ? A Registration Rights Agreement, dated January 5, 2021, by and among the
    Company and certain security holders, a copy of which is attached as Exhibit
    10.3 hereto and incorporated herein by reference.




  ? A Private Placement Warrants Purchase Agreement, dated January 5, 2021 (the
    "Sponsor Private Placement Warrants Purchase Agreement"), by and between the
    Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto
    and incorporated herein by reference.




  ? A Private Placement Warrants Purchase Agreement, dated January 5, 2021 (the
    "HS Chronos Private Placement Warrants Purchase Agreement," together with
    the Sponsor Private Placement Warrants Purchase Agreement, the "Private
    Placement Warrants Purchase Agreements"), by and between the Company and HS
    Chronos, a copy of which is attached as Exhibit 10.5 hereto and incorporated
    herein by reference.




  ? An Administrative Services Agreement, dated January 5, 2021, by and between
    the Company and Kairos Alpha Acquisition Corp., a copy of which is attached
    as Exhibit 10.6 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 7,300,000 warrants (the "Private Placement Warrants") to the Sponsor and HS Chronos at an average purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,300,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO, except that the Sponsor and HS Chronos have agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company's initial business combination. The Private Placement Warrants are also not redeemable by the Company so long as they are held by the Sponsor and HS Chronos or their respective permitted transferees. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On January 5, 2021, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the "Amended and Restated Memorandum and Articles of Association") with the Cayman Islands General Registry, effective the same day. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

A total of $240,000,000, comprised of $235,200,000 of the proceeds from the IPO (which amount includes $8,400,000 of the underwriter's deferred discount) and $4,800,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any of the Company's public shares properly tendered in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of its obligation to allow redemption in connection with the Company's initial business combination or to redeem 100% of the Company's public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders' rights or pre-business combination activity, and (iii) the redemption of the Company's public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

On January 5, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On January 8, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



               The following exhibits are being filed herewith:



Exhibit No.   Description

  1.1           Underwriting Agreement, dated January 5, 2021, by and between the
              Company and Citigroup Global Markets Inc.
  3.1           Amended and Restated Memorandum and Articles of Association.
  4.1           Warrant Agreement, dated January 5, 2021, by and between the Company
              and Continental Stock Transfer & Trust Company, as warrant agent.
  10.1          Letter Agreement, dated January 5, 2021, by and among the Company, its
              officers, directors, Kairos Alpha Acquisition LLC and HS Chronos LLC.
  10.2          Investment Management Trust Agreement, January 5, 2021, by and between
              the Company and Continental Stock Transfer & Trust Company, as
              trustee.
  10.3          Registration Rights Agreement, dated January 5, 2021, by and among the
              Company and certain security holders.
  10.4          Private Placement Warrants Purchase Agreement, dated January 5, 2021,
              by and between the Company and Kairos Alpha Acquisition LLC.
  10.5          Private Placement Warrants Purchase Agreement, dated January 5, 2021,
              by and between the Company and HS Chronos LLC.
  10.6          Administrative Services Agreement, dated January 5, 2021, by and
              between the Company and Kairos Alpha Acquisition Corp.
  99.1          Press Release, dated January 5, 2021.
  99.2          Press Release, dated January 8, 2021.

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