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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.
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.