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Cactus Acquisition Corp. 1 Limited reported that independent director Rainer Michael resigned from the company’s Board of Directors effective December 28, 2025. The company states that his resignation was due to personal reasons and was not the result of any disagreement with the company on its operations, policies, practices, accounting principles, financial statement disclosure, or internal controls. The filing is a governance update rather than a financial or strategic transaction.
VivoPower’s Tembo unit has reached a key step toward a Nasdaq listing by confidentially submitting a Form F-4 registration statement for its proposed merger with Cactus Acquisition Corporation I. The transaction would create a new public company called Tembo Group N.V., with ordinary shares and public warrants expected to trade on Nasdaq under the symbols TEMB and TEMBW, subject to SEC, Nasdaq, CCTS shareholder and other customary approvals. The business combination is targeted to close in March 2026 if these conditions are satisfied or waived.
Tembo reports growing commercial traction across its electric utility vehicle lineup. It has delivered and installed EUV conversion kits with leading safari partners in Africa, opened a Nairobi office, and begun hiring local engineers. In Australia, Tembo has completed sales of its fully electric Tusker pickup following updated homologation. In the Philippines, its e‑jeepney partnership with Sarao Motors has received support from the Department of Transport after instructions from the Office of the President, helping set up prioritized sales efforts for 2026.
Cactus Acquisition Corp. 1 Ltd. (CCTSF) filed its quarterly report for the period ended September 30, 2025, showing it remains a pre-revenue SPAC focused on completing an initial business combination. The company reported a net loss of about $359,000 for the first nine months of 2025, as interest income of $283,000 from the trust account was more than offset by operating and financing costs.
At September 30, 2025, Cactus held $9.3 million in its trust account and had only $8,000 of cash outside the trust, with a working capital deficiency of about $2.7 million, and it disclosed substantial doubt about its ability to continue as a going concern. The SPAC has a signed Business Combination Agreement with Tembo e-LV B.V. and has financed ongoing costs through a sponsor loan of $836,000 and third-party promissory notes totaling $880,000. After repeated shareholder redemptions and a fourth extension of its deadline to November 2, 2026, only 52,239 publicly held Class A shares remain outstanding, and the stock now trades on the OTC market following a Nasdaq delisting.
Cactus Acquisition Corp. 1 Ltd. filed a notification of late filing indicating it will not submit its Quarterly Report on Form 10-Q for the three months ended September 30, 2025 by the normal deadline. The company states it needs additional time to complete procedures related to its quarter-end financial reporting processes and cites that filing on time would require unreasonable effort or expense.
Cactus Acquisition Corp. 1 Ltd. believes the Form 10-Q will be completed and filed within the five-day extension period allowed under Rule 12b-25 of the Securities Exchange Act of 1934.
Cactus Acquisition Corp. 1 Limited reported shareholder approval to amend its charter, extending the deadline to complete an initial business combination from November 2, 2025 to November 2, 2026, while allowing the board to wind up earlier at its discretion.
At the October 31 meeting, 3,902,546 Ordinary Shares were represented (99.40% quorum). The Articles Amendment passed with 3,732,546 votes for, 0 against, and 170,000 abstentions. In connection with the vote, 711,333 Ordinary Shares were redeemed, resulting in approximately $8,660,805.78 paid from the trust (about $12.18 per share). Following redemptions, the company reports 52,239 public Ordinary Shares outstanding and approximately $636,033.80 remaining in the trust account.
Cactus Acquisition Corp. 1 Limited is asking shareholders to approve an amendment extending its deadline to complete a business combination from November 2, 2025 to November 2, 2026, with an adjournment proposal available if more time is needed to solicit votes. The Board says the extension is needed to bring the previously announced Tembo/VivoPower transaction to a shareholder vote and avoid liquidation.
Holders of Public Shares may elect to redeem in connection with the extension at an estimated $12.16 per share, payable from the Trust Account, regardless of how they vote; the stock last closed at $11.79 on October 20, 2025. The meeting is set for October 31, 2025 at 9:00 a.m. ET, with the redemption tender deadline at 5:00 p.m. ET on October 29, 2025. Approval of the Articles Extension requires a Cayman special resolution (at least two‑thirds of votes cast), while the adjournment needs a simple majority.
