Sec Form 13G Filing - Kairos Alpha Acquisition LLC filing for Kairos Acquisition Corp. (KAIR) - 2022-02-14

 

 

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 pursuant to which this Schedule is filed:

 

¨

Rule 13d-1(b)

 

¨

Rule 13d-1(c)

 

x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G52110114

 

1.		Names of Reporting Persons   Kairos Alpha Acquisition LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power   2,940,106(1)(2)
		6.		Shared Voting Power   0
		7.		Sole Dispositive Power   2,940,106(1)(2)
		8.		Shared Dispositive Power   0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   2,940,106(1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   See footnote (2) below.
11.		Percent of Class Represented by Amount in Row (9)   8.5%(1)(2)(3)
12.		Type of Reporting Person (See Instructions)   OO

  

 

CUSIP G52110114

 

1.		Names of Reporting Persons   Peter Bang
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States of America

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power   0
		6.		Shared Voting Power   2,940,106(1)(2)
		7.		Sole Dispositive Power   0
		8.		Shared Dispositive Power   2,940,106(1)(2)

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   2,940,106(1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   See footnote (2) below.
11.		Percent of Class Represented by Amount in Row (9)   8.5%(1)(2)(3)
12.		Type of Reporting Person (See Instructions)   IN

  

 

(1)

See Item 4. These are the Issuer’s Class B ordinary shares, which will automatically convert into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination, or earlier at the option of the Reporting Persons, and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-251553). Kairos Alpha Acquisition LLC is the record holder of the shares reported herein. Peter Bang is the sole managing member of Kairos Alpha Acquisition LLC and as such he may be deemed to beneficially own the securities held by Kairos Alpha Acquisition LLC by virtue of such control. Mr. Ng disclaims beneficial ownership of the securities held by Kairos Alpha Acquisition LLC other than to the extent of his direct or indirect pecuniary interest in such securities.

 

(2)	Excludes 2,726,736 shares which may be purchased by exercising warrants that are not presently exercisable.

 

(3)	Based on 27,600,000 Class A ordinary shares issued and outstanding and 6,900,000 Class B ordinary shares as of November 22, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 22, 2021.

 

 

Item 1(a).

Name of Issuer

 

Kairos Acquisition Corp. (the “Issuer”)

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

 

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, New York, NY 10105

 

Item 2(a).

Names of Persons Filing

 

Kairos Alpha Acquisition LLC and Peter Bang (collectively, the “Reporting Persons”)

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

 

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, New York, NY 10105

 

Item 2(c).

Citizenship

 

Kairos Alpha Acquisition LLC is a Delaware limited liability company. Peter Bang is a citizen of United States of America.

 

Item 2(d).

Title of Class of Securities

 

Class A ordinary shares, $0.0001 par value per share.

 

The Class A ordinary shares are the class of ordinary shares of the Issuer registered pursuant to the Act. The Reporting Persons own Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer’s initial business combination (the “Business Combination”), or earlier at the option of the Reporting Persons, on a one-for-one basis, subject to certain adjustments. In the event that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted bases, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent warrants issued to Kairos Alpha Acquisition LLC or its affiliates upon conversion of loans made to the Issuer).

 

Item 2(e).

CUSIP Number

 

G52110114

 

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

	¨	(a) Broker or Dealer registered under Section 15 of the Exchange Act.
	¨	(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
	¨	(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	¨	(d) Investment company registered under Section 8 of the Investment Company Act.
	¨	(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
	¨	(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
	¨	(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
	¨	(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	¨	(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
	¨	(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
		Not applicable

 

Item 4.

Ownership

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2021, the Reporting Persons may be deemed to beneficially own 2,940,106 of the Issuer’s Class B ordinary shares, representing approximately 8.5% of the total Class A ordinary shares issued and outstanding and assuming the conversion of all the issued and outstanding Class B ordinary shares of the Issuer. The Class B ordinary shares are automatically convertible into the Issuer’s Class A ordinary shares at the time of the Issuer’s Business Combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-251553).

 

The percentage of the Class B ordinary shares held by the Reporting Persons is based on 27,600,000 Class A ordinary shares issued and outstanding and 6,900,000 Class B ordinary shares issued and outstanding as of November 22, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 22, 2021.

 

Kairos Alpha Acquisition LLC is the record holder of the shares reported herein. Peter Bang is the sole managing member of Kairos Alpha Acquisition LLC and as such he may be deemed to beneficially own the securities held by Kairos Alpha Acquisition LLC by virtue of such control. Mr. Bang disclaims beneficial ownership of the securities held by Kairos Alpha Acquisition LLC other than to the extent of his direct or indirect pecuniary interest in such securities. 

 

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

Item 10.

Certification

 

Not Applicable

  

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

DATE: February 14, 2022

 

	KAIROS ALPHA ACQUISITION LLC, a Delaware limited liability company
	By:	/s/ Peter Bang
	Name:	Peter Bang
	Title:	Managing Member
	By:	/s/ Peter Bang
	Name:	Peter Bang

  

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares, $0.0001 par value per share, of Kairos Alpha Acquisition LLC, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2022.

  

	KAIROS ALPHA ACQUISITION LLC, a Delaware limited liability company
	By:	/s/ Peter Bang
	Name:	Peter Bang
	Title:	Managing Member
	By:	/s/ Peter Bang
	Name:	Peter Bang