NT 10-Q 1 tm2126216-2_nt10q.htm NT 10-Q

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.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

PART I – REGISTRANT INFORMATION

Kairos Acquisition Corp.

Full Name of Registrant

N/A

Former Name, if Applicable

c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas

Address of Principal Executive Office (Street and Number)

New York, NY 10105

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(b)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attached Extra Sheets if Needed)

The Registrant is unable to file its Form 10-Q for the quarterly period ended September 30, 2021 within the prescribed time period without unreasonable effort or expense because the Registrant is in the process of completing the financial statements for the quarterly period ended September 30, 2021 and the Registrant’s independent registered public accounting firm will need additional time to complete its review of such financial statements. In particular, the Company, is assessing its accounting relating to the classification of the Company’s ordinary shares as permanent versus temporary equity in light of very recent, unpublished guidance from the staff of the U.S. Securities and Exchange Commissions and needs to review the same with its independent registered public accounting firm. The Registrant anticipates that it will file its Form 10-Q within the five-day grace period provided by Exchange Act Rule 12b-25.

PART IV – OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification:

Peter Bang	(917)	783-4057
(Name)	(Area Code)	(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). x Yes ¨ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨ Yes x No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Kairos Acquisition Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 15, 2021	By:	/s/ Peter Bang
		Peter Bang
		Chief Executive Officer and Chairman of the Board

SEC Form NT 10-Q filed by Kairos Acquisition Corp.