Cactus Acquisition Corp. 1 Ltd (CCTSF) asks shareholders to extend its business-combination deadline from November 2, 2026 to November 2, 2027, or an earlier date set by the board in its sole discretion. Approval is required to implement the extension; a separate adjournment proposal would be presented only if votes are insufficient. The added time is intended to allow completion of a business combination under an August 29, 2024 agreement involving VivoPower International PLC, Tembo e-LV B.V. and related entities. Shareholders are not voting on that transaction now.
Public shareholders may seek redemption for an estimated $12.60 per share, regardless of how they vote, but payment depends on approval and implementation of the extension. Shares must be tendered by 5:00 p.m. Eastern Time on October 23, 2026. Extension approval requires a special resolution passed by at least two-thirds of votes cast by shareholders entitled to vote in person or by proxy. If the extension is not approved, Cactus says it must liquidate and its warrants expire worthless.
Cactus Acquisition Corp. 1 Ltd. is asking shareholders to approve an amendment extending its business-combination deadline from November 2, 2026 to November 2, 2027, or to an earlier date selected by the board in its sole discretion. The proposed extension is for up to 12 additional months and requires a special resolution supported by at least two-thirds of shareholders voting in person or by proxy. A separate adjournment proposal, which requires a simple majority, would be presented only if needed to seek additional votes.
The extension is intended to allow more time for a proposed transaction under an August 29, 2024 agreement involving VivoPower International PLC, Tembo e-LV B.V., Tembo Group B.V. and Tembo EUV Investment Corporation Limited. The contemplated share exchange and merger would make Cactus a wholly owned subsidiary of Holdco; shareholders are not voting on that transaction at this meeting. Public shareholders may seek cash redemption regardless of their vote, but payment for this meeting depends on approval and implementation of the extension. Cactus securities were suspended on Nasdaq and began trading on OTC Pink on March 21, 2025.
Cactus Acquisition Corp. 1 Ltd (CCTSF) reports that it remains a pre-revenue SPAC focused on completing a business combination with Tembo e-LV B.V. before its mandatory liquidation date of November 2, 2026, and has confidentially filed a Form F-4 that it plans to resubmit in the second half of 2026.
For the six months ended June 30, 2026, it incurred a net loss of $286,000 and had total assets of $789,000, including $652,000 in its trust account and only $131,000 of cash, against a working capital deficit of $3.262 million funded by sponsor and third-party promissory notes.
The company discloses that heavy reliance on short-term debt, significant shareholder redemptions that reduced trust assets, and limited cash outside the trust account raise substantial doubt about its ability to continue as a going concern, and it also reports a material weakness in internal control due to an insufficient number of qualified finance and accounting personnel.
Cactus Acquisition Corp. 1 Ltd (CCTSF), a Cayman Islands SPAC, reported a small balance sheet for the quarter ended March 31, 2026 while it continues pursuing a business combination with Tembo e‑LV B.V. Total assets were $677,000, including $647,000 in its trust account and $15,000 of operating cash, against $3.17 million of current liabilities, resulting in a working capital deficiency of about $3.14 million.
The company recorded a net loss of $168,000, compared with a $78,000 loss a year earlier, driven mainly by a sharp drop in trust interest income (to $6,000 from $95,000) after extensive shareholder redemptions that reduced trust assets. Trading in the securities moved from Nasdaq to the OTC market in November 2024. Cactus has extended its mandatory liquidation date to November 2, 2026 and is funding expenses through a sponsor loan and multiple high‑rate promissory notes, including $875,000 due to its sponsor and $1.148 million to third parties as of March 31, 2026, plus a subsequent $300,000 note in May 2026. Management discloses substantial doubt about the company’s ability to continue as a going concern and reports a material weakness in internal control due to insufficient qualified accounting staff, concluding that disclosure controls and procedures were not effective.
Cactus Acquisition Corp. 1 Ltd. filed a notification that its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026 will be filed late. The company states it cannot meet the prescribed deadline without unreasonable effort or expense because it needs additional time to complete procedures related to its quarterly financial reporting processes.
The company indicates it is relying on Rule 12b‑25, which allows a short extension if the report is filed within the permitted additional period. It also discloses that a prior periodic filing, the Quarterly Report on Form 10‑Q for the quarter ended March 31, 2026, has not yet been filed.
Cactus Acquisition Corp. 1 Ltd., a Cayman Islands blank check company, reports on its efforts to complete an initial business combination before its extended mandatory liquidation date of November 2, 2026. It has signed a Business Combination Agreement with Tembo e‑LV B.V., valuing Tembo at $838 million, to be paid entirely in new shares of a holding company whose shares are valued at $10.00 each. The parties have submitted a confidential Form F‑4 to the SEC and are preparing an amended filing following SEC comments.
Following multiple extensions and heavy redemptions, only 3,214,738 Class A ordinary shares and 1 Class B share were outstanding as of December 31, 2025, including 52,239 publicly held shares, and the trust account balance had fallen to $648,000 as of May 31, 2026. Public shareholders may ultimately receive approximately $11.79 per share in a liquidation, or less in certain circumstances, while warrants would expire worthless. The company has been delisted from Nasdaq and now trades on OTC markets, faces an explanatory going‑concern paragraph in its financial statement notes, and has identified material weaknesses in internal control over financial reporting, which management states rendered those controls ineffective as of December 31, 2025.
Cactus Acquisition Corp. 1 Ltd. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025. The company states it needs additional time to complete procedures related to its year-end financial reporting processes.
The notification was signed by Adam Ridgway, Chief Executive Officer on April 1, 2026.
Kepos Capital LP and Mark Carhart report that they no longer beneficially own any Class A ordinary shares of Cactus Acquisition Corp. 1 Ltd, representing 0% of the class as of the 12/31/2025 event date.
The amended Schedule 13G shows zero shares with sole or shared voting and dispositive power for each reporting person. The filing states that any securities referenced were acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
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.