[10-Q] Cactus Acquisition Corp. 1 Limited Warrant Quarterly Earnings Report

Rhea-AI Filing Summary

Cactus Acquisition Corp. 1 Limited is a blank check company formed to complete an initial business combination. As of March 31, 2025, the unaudited condensed balance sheet shows $21 (in thousands) of cash, $9,075 (in thousands) held in the trust account, and a total capital deficiency of $(2,242) (in thousands). For the three months ended March 31, 2025 the company reported a net loss of $(78) (in thousands) and interest income of $95 (in thousands) on trust investments.

The company has a signed Business Combination Agreement with Tembo e-LV B.V. under which Tembo equity holders would receive $838 million in newly issued shares valued at $10.00 per share; closing remains subject to regulatory approvals, audited financials, shareholder approval and SEC review of a Form F-4. Trading was suspended on Nasdaq and the company commenced trading on the OTC market under the symbol CCTSF. The company obtained a third extension of its combination deadline to November 2, 2025.

The filing discloses substantial doubt about the company’s ability to continue as a going concern, related-party and third-party promissory notes (including a $600,000 note with Energi with a balance of $646,000 as of March 31, 2025 and a sponsor loan balance of $780,000), and a material weakness in internal control over accounting for founder share assignments and insufficient finance personnel. A subsequent unsecured promissory note of $200,000 was issued on July 17, 2025.

Positive

• Signed Business Combination Agreement with Tembo e-LV B.V. for consideration of $838 million paid in newly issued shares at $10.00 per share
• Trust account balance available for a business combination: $9,075 (in thousands) held in the trust account
• Third extension granted extending the mandatory liquidation date to November 2, 2025, providing additional time to complete a combination

Negative

• Substantial doubt about going concern expressed due to limited operating cash and funding needs
• Working capital deficiency of $(2,242) (in thousands) and only $21 (in thousands) of cash outside the trust account as of March 31, 2025
• Nasdaq delisting and suspension with trading moved to the OTC market under symbol CCTSF
• Material weaknesses in internal control including accounting for founder share assignments and insufficient qualified finance personnel
• Operational reliance on promissory notes, including a related-party sponsor loan balance of $780 (in thousands) and a note to Energi with a balance of $646 (in thousands) as of March 31, 2025

Insights

Financial Analyst

TL;DR: Liquidity and governance weaknesses offset the material Tembo transaction; near-term financing and approvals are key.

The company holds $9,075 (in thousands) in its trust account that would fund a business combination, but has only $21 (in thousands) of operating cash and a working capital deficit of $(2,242) (in thousands). Quarterly operating activity produced a $(78) (in thousands) loss while generating $95 (in thousands) of trust interest. Reliance on related-party and third-party promissory notes for operations increases execution risk prior to closing. The filing’s going-concern disclosure and Nasdaq suspension materially raise financing and timing risk for completing the Tembo transaction.

M&A Specialist

TL;DR: The Tembo Business Combination is transformational in size but contingent on multiple approvals and competing proposals.

The BCA contemplates $838 million consideration paid in newly issued shares at $10.00 per share, which would be highly accretive to transaction scale but also dilutive depending on redemption and issuance mechanics. Closing requires SEC clearance of a Form F-4, PCAOB-audited financials and shareholder approvals, any of which could delay or alter structure. A non-binding Energi proposal for a 51% acquisition of Tembo at a $200 million enterprise value introduces alternative strategic outcomes; Energi has expressed support for the planned combination but a competing process could affect timing or terms. Overall, the transaction is potentially impactful if completed, but its materialization is uncertain and dependent on regulatory, audit and financing conditions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number 001-40981

Cactus Acquisition Corp. 1 Ltd.

(Exact name of registrant as specified in its charter)

Cayman Islands		333-258042		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11 Deer Park Drive, Suite 204
Monmouth Junction, NJ 088512
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (609) 495-2216

Former Address

(4B Cedar Brook Drive, Cranbury, NJ 08512)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share		CCTSF		Over The Counter (OTC) Market
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50		CTSWF		Over The Counter (OTC) Markets
Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant		CTSUF		Over The Counter (OTC) Markets

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of July 31, 2025, 3,926,061 Class A ordinary shares, par value $0.0001 per share, and 1 Class B ordinary share, par value $0.0001 per share, were issued and outstanding.

Documents Incorporated by Reference: None.

CACTUS ACQUISITION CORP. 1 LTD.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

	Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	iii
PART I	F-1
Item 1. Financial Statements.	F-1
Unaudited Condensed Balance Sheets	F-2
Unaudited Condensed Statement of Operations	F-3
Unaudited Condensed Statements of Changes in Capital Deficiency	F-4
Unaudited Condensed Statement of Cash Flows	F-5
Notes to Condensed Financial Statements (unaudited)	F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	4
Item 4. Controls and Procedures.	5
PART II	6
Item 1. Legal Proceedings.	6
Item 1A. Risk Factors.	6
Item 1B. Unresolved Staff Comments.	6
Item 1C. Cybersecurity.	6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3. Defaults Upon Senior Securities.	7
Item 4. Mine Safety Disclosures.	7
Item 5. Other Information.	7
Item 6. Exhibits.	7
SIGNATURES	8

i

CERTAIN TERMS

Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report”), references to:

●	“Board” our board of directors from time to time;
●	“initial business combination” are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;”
●	“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;
●	“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;
●	“combination period” are from the closing of the IPO to November 2, 2025 (or such earlier date as determined by the Board) reflecting the first extension, the second extension, and third extension that we have to consummate an initial business combination; provided that the combination period may be further extended pursuant to an amendment to the amended and restated memorandum and articles of association and consistent with applicable laws, regulations and stock exchange rules;
●	“Companies Law” are to the Companies Law (2021 Revision) of the Cayman Islands, as the same may be amended from time to time;
●	“founders shares” are to our 3,162,499 Class A ordinary shares and 1 Class B ordinary share, in the aggregate, initially purchased in the form of Class B ordinary shares in a private placement (2,875,000 shares), or received in a share dividend (287,500 shares), by our original sponsor prior to our IPO, and the 1 Class A ordinary shares that will be issued upon the automatic conversion of those the remaining 1 Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);
●	“founder share conversion” are to the conversion by our original sponsor 3,162,499 of the 3,162,500 founders shares from Class B ordinary shares to Class A ordinary shares on October 24, 2023;
●	“Investment Company Act” are to the Investment Company Act of 1940, as amended;
●	“IPO” or “initial public offering” refers to the initial public offering of our Class A ordinary shares, which was consummated on November 2, 2021;
●	“management” or our “management team” are to our officers and directors;
●	“original sponsor” are to Cactus Healthcare Management LP, a Delaware limited partnership, including, where applicable, its affiliates;
●	“private warrants” are to the 4,866,667 warrants that were issued and sold to our original sponsor in a private placement simultaneously with the closing of our initial public offering;
●	“public shareholders” are to the holders of our public shares, including our original sponsor, officers and directors to the extent our original sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;
●	“public shares” are to our Class A ordinary shares sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);
●	“public units” are to the units (consisting of public shares and warrants) sold in our initial public offering;
●	“SEC” are to the U.S. Securities and Exchange Commission;
●	“Securities Act” are to the Securities Act of 1933, as amended;
●	“sponsor alliance” are to the transfers of 80% of the founders shares and 80% of the private warrants held by the original sponsor to the first successor sponsor, including all agreements executed in connection with such transfers, which closed on February 23, 2024;
●	“sponsor purchase agreement” are to the sponsor purchase agreement dated February 9, 2024, among our original sponsor, the successor sponsor and us;
●	“sponsor shareholders” are to our original sponsor, Cactus Healthcare Management LP, the successor sponsor, EVGI Ltd, and the current sponsor, ARWM Inc Pte. Ltd;
●	“successor sponsor” are to EVGI Ltd, an English private limited company, including, where applicable, its affiliates;
●	“third extension” are to the extension, to November 2, 2025, of the deadline for our entry into an initial business combination under our amended and restated memorandum and articles of association;
●	“third extension meeting” is to the extraordinary general meeting held on November 1, 2024 approval for, among related matters, the third extension;
●	“trust account” are to the U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee;
●	“trust agreement” are to the investment management trust agreement, dated as of November 2, 2021, by and between our company and Continental Stock Transfer & Trust Company, as trustee;
●	“unit” are to a unit consisting of one Class A ordinary share and one-half warrant;

ii

●	“warrants” are to our redeemable warrants sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and the private warrants;
●	“we,” “us,” “our,” “the company” or “our company” are to Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company;
●	“2024 SPAC Rules” are to the new rules and regulations for special purpose acquisition companies adopted by the SEC on January 24, 2024, which became effective on July 1, 2024; and
●	“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report may include, for example, statements about:

	●	our ability to consummate the business combination with Tembo e-LV B.V. pursuant to the Business Combination Agreement entered into on August 29, 2024;
	●	the expected benefits of the business combination with Tembo e-LV B.V., including the future financial and operating performance of the combined company;
	●	our ability to obtain the required shareholder and regulatory approvals and satisfy other closing conditions under the Business Combination Agreement;
	●	the anticipated timing of the closing of the business combination and listing of the combined company on the Nasdaq Stock Market;
	●	our potential ability to obtain additional financing to support transaction expenses or post-closing operations;
	●	our success in retaining or recruiting, or changes required in, our officers, key employees, or directors following the business combination;
	●	our officers and directors allocating their time to other businesses and potential conflicts of interest;
	●	risks related to the business and operations of Tembo and the markets in which it operates;
	●	the use of proceeds not held in our trust account at Bank of America, N.A., maintained by Continental Stock Transfer & Trust Company as trustee;
	●	our trust account not being subject to claims of third parties; or
	●	our financial performance following our initial public offering or following the completion of the business combination.

Forward-looking statements are subject to numerous risks, uncertainties, and other factors that could cause actual results to differ materially from those reflected in such statements, including those discussed in “Risk Factors” and elsewhere in this Quarterly Report.

The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Item 1A. Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

iii

PART I

Item 1. Financial Statements.

CACTUS ACQUISITION CORP. 1 LIMITED

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2025, AND FOR THE THREE MONTHS ENDED ON THAT DATE

INDEX

	Page
Condensed Balance Sheets	F-2
Condensed Statements of Operations	F-3
Condensed Statements of Changes in Capital Deficiency	F-4
Condensed Statements of Cash Flows	F-5
Notes to the Condensed Financial Statements	F-6 – F-18

F-1

CACTUS ACQUISITION CORP. 1 LIMITED

UNAUDITED CONDENSED BALANCE SHEETS

						March 31				December 31,
		Note				2025				2024
						U.S. Dollars in thousands
A s s e t s
CURRENT ASSETS:
Cash and cash equivalents							21				8
Prepaid expenses							126				196
TOTAL CURRENT ASSETS							147				204
NON-CURRENT ASSETS:
Cash held in trust account							9,075				8,980
TOTAL ASSETS							9,222				9,184
Liabilities, shares subject to possible redemption and capital deficiency
CURRENT LIABILITIES:
Accrued expenses and other liabilities							963				952
Sponsor Loan							780				689
Promissory Note							646				632
TOTAL CURRENT LIABILITIES							2,389				2,273
COMMITMENTS AND CONTINGENCIES			8				-				-
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 763,572 shares at March 31, 2025 and December 31, 2024, at a redemption value of $11.88 per share and $11.76 per share, respectively							9,075				8,980
CAPITAL DEFICIENCY:			4
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 3,162,499 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively							-*				-*
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 1 share issued and outstanding at March 31, 2025 and December 31, 2024, respectively							-*				-*
Ordinary shares							-				-
Preference Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding							-				-
Additional paid in capital							190				285
Accumulated deficit							(2,432	)			(2,354	)
TOTAL CAPITAL DEFICIENCY							(2,242	)			(2,069	)
TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY)							9,222				9,184

^(*) Represents an amount less than 1 thousand US Dollars

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-2

CACTUS ACQUISITION CORP. 1 LIMITED

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

						Three months ended March 31
		Note				2025				2024
						U.S. Dollars in thousands
						Except per share data
INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT							95				277
OPERATING EXPENSES							(143	)			(240	)
FINANCIAL EXPENSES							(30	)			-
NET EARNINGS (LOSS) FOR THE PERIOD							(78	)			37
WEIGHTED AVERAGE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION							763,592				1,912,371
BASIC AND DILUTED EARNINGS PER CLASS A ORDINARY SHARE			5				0.08				0.13
WEIGHTED AVERAGE OF NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES OUTSTANDING							3,162,500				3,162,500
BASIC AND DILUTED EARNINGS (LOSS) PER NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES			5				(0.04	)			1.46

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-3

CACTUS ACQUISITION CORP. 1 LIMITED

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY

		Class A Ordinary shares								Class B Ordinary shares								Additional
		Number of shares				Par value				Number of shares				Par value				paid-in capital				Accumulated Deficit				Total
		U.S. dollars in thousands (except share data)
BALANCE AT DECEMBER 31, 2024			3,162,499				-*				1				-*				285				(2,354	)			(2,069	)
Sponsor Loan Cancelation
Valuation of promissory note
Accretion of Class A common stock subject to redemption amount as of March 31, 2025																			(95	)							(95	)
Underwriters’ deferred compensation waiver
Net loss for the period																							(78	)			(78	)
BALANCE AT MARCH 31, 2025			3,162,499				-				1				-*				190				(2,432	)			(2,242	)
BALANCE AT DECEMBER 31, 2023			3,162,499				-*				1				-*				-				(5,470	)			(5,470	)
BALANCE			3,162,499				-*				1				-*				-				(5,470	)			(5,470	)
Sponsor Loan waiver																			860								860
Valuation of promissory note																			246								246
Accretion of Class A common stock subject to redemption amount as of March 31, 2024																			(335	)							(335	)
Accretion of Class A common stock subject to redemption amount																			(335	)							(335	)
Underwriters’ deferred compensation waiver																							4,428				4,428
Net earnings for the period																							37				37
Net earnings (loss)																							37				37
BALANCE AT MARCH 31, 2024			3,162,499				-				1				-*				771				(1,005	)			(234	)
BALANCE			3,162,499				-				1				-*				771				(1,005	)			(234	)

^(*) Represents an amount less than 1 thousand US Dollars

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-4

CACTUS ACQUISITION CORP. 1 LIMITED

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

		Three months ended March 31
		2025				2024
		U.S. Dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) for the period			(78	)			37
Adjustments to reconcile net loss to net cash used in operating activities:
Financial expenses			30				-
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses			70				(207	)
Increase (decrease) in accrued expenses			11				(444	)
Net cash provided by (used in) operating activities			33				(614	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note			–				600
Proceeds from sponsor loan			75				290
Net cash provided by financing activities			75				890
NET CHANGE IN CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT			108				276
CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT BEGINNING OF THE PERIOD			8,988				21,239
CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT END OF THE PERIOD			9,096				21,515
RECONCILIATION OF CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT:
Cash and cash equivalents			21				19
Cash held in trust account			9,075				21,496
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD			9,096				21,515
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:
Sponsor Loan Cancelation			–				860
Valuation of promissory note			–				246
Underwriters’ deferred compensation waiver			–				4,428

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-5

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS:

a. Organization and General

Cactus Acquisition Corp. 1 Limited (hereafter – the Company) is a blank check company, incorporated on April 19, 2021 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination).

The Company may pursue a business combination target in any business or industry and across any geographical region. However, the original sponsor focused its search on technology-based healthcare businesses domiciled in Israel and that carry out all or a substantial portion of their activities in Israel. Upon the completion of the sale of 80% of the original sponsor’s equity to a second sponsor on February 23, 2024 (see Note 6), the Company altered the focus of its search on emerging technology companies globally, and particularly those in the energy renewables sector.

The Company is an early stage and an emerging growth company, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

All activity for the period from inception through March 31, 2025 relates to the Company’s formation, its initial public offering (the “Public offering”) described below, and activities to identify a business combination target. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the private placement (as defined below in Note 3). The Company has selected December 31 as its fiscal year end.

b. Sponsors and Financing

On February 9, 2024, the Company’s first sponsor, Cactus Healthcare Management, L.P. (“Cactus LP”), entered into a sponsor securities purchase agreement with EVGI Limited (“EVGI”), the Company’s second sponsor, pursuant to which, on February 23, 2024, Cactus LP transferred to EVGI 80% of the securities of the Company owned by Cactus LP prior to the transaction.

On April 29, 2024, a subsequent sponsor securities purchase agreement was executed between EVGI, the Company’s second sponsor, and ARWM Pte Limited (ARWM”), the Company’s third sponsor, pursuant to which, on May 16, 2024, EVGI transferred to ARWM 100% of the securities of the Company owned by EVGI prior to the transaction.

See Note 6 - Related Party Transactions regarding Second Sponsor Alliance, Third Sponsor Alliance, and Promissory Notes for additional information.

c. The Trust Account

The proceeds held in the Trust Account are invested in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $1.00. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering held outside the Trust Account.

F-7

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

d. Extension Amendments / Business Combination

On April 20, 2023, the Company held an extraordinary general meeting in lieu of its 2023 annual general meeting (the “Meeting”), to extend the date by which the Company has to consummate a business combination from May 2, 2023 to November 2, 2023. At the Meeting, the Company’s shareholders approved the extension.

On November 2, 2023, the Company held an extraordinary general meeting (the “Second Extension Meeting”), at which the Company’s shareholders voted to approve the Second Extension, which extended the mandatory liquidation date from November 2, 2023 to November 2, 2024.

On November 1, 2024, the Company held an extraordinary general meeting (the “Third Extension Meeting), at which the Company’s shareholders voted to approve the Third Extension, which extended the mandatory liquidation date from November 2, 2024 to November 2, 2025. A total of 1,148,799 Class A ordinary shares were redeemed in connection with the Third Extension, resulting in 3,926,071 Class A ordinary shares outstanding, consisting of 763,572 publicly-held Class A ordinary shares and 3,162,499 founders shares.

F-8

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

On April 2, 2024, the Company entered into a non-binding heads of agreement with Tembo e-LV B.V. (Tembo), a private company incorporated under the laws of the Netherlands. On August 29, 2024, the Company and Tembo signed a Business Combination Agreement (BCA). Under the BCA, the consideration to be paid to the equity holders of Tembo is $838 million and will be paid entirely in the form of newly issued ordinary shares of new combined company, with each share valued at $10.00. The BCA was entered into by the parties following due diligence and receipt by the Company’s board of directors of a fairness opinion from an independent third party. The parties are advancing activities towards consummating a Business Combination.

e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern

On November 2, 2024 the Company extended the date by which the Company has to consummate an Initial Business Combination from November 2, 2024 to November 2, 2025, the mandatory liquidation date. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete an Initial Business Combination before the mandatory liquidation date.

However, there can be no assurance that the Company will be able to consummate any business combination ahead of the mandatory liquidation date, nor that they will be able to raise sufficient funds to complete an Initial Business Combination. These matters raise substantial doubt about the Company’s ability to continue as a going concern, for the subsequent twelve months following the issuance date of these financial statements.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company fail to obtain financial support in its search for an Initial Business Combination, nor if it is required to liquidate after the mandatory liquidation date.

f. Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used.

F-9

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued): 

g. Notice of Delisting

On October 29, 2024, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that because the Company had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its initial public offering, it was not in compliance with Nasdaq IM 5101-2 and was therefore subject to delisting.

On November 2, 2024, the Company secured shareholder approval to extend its life by 12 months, to November 2, 2025. Trading in the Company’s securities on NASDAQ was suspended at the opening of business on November 5, 2024 and trading of the Company’s securities on the OTC market commenced on November 6, 2024, under the symbol CCTSF. The delisting and commencement of trading on OTC does not affect the Company’s previously announced business combination agreement with Tembo, as both parties continue to work to effectuate the completion of the transaction. The combined company intends to apply for up-listing on the Nasdaq Stock Market in connection with the completion of the Business Combination.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (hereafter – U.S. GAAP) and the regulations of the Securities Exchange Commission (hereafter – SEC). The significant accounting policies used in the preparation of the financial statements are as follows:

Basis of Presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q.

Certain disclosures included in the financial statements as of, and for the year ended, December 31, 2024, have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year.

F-10

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements.

The accounting policies applied in the preparation of the unaudited condensed financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2024.

NOTE 3 - PUBLIC OFFERING

In the Initial Public Offering, the Company issued and sold 12,650,000 units at an offering price of $10.00 per unit (the “Units”). The Sponsor purchased an aggregate of 4,866,667 Private Warrants (as defined below) at a price of $1.50 per Private Warrant, approximately $7,300,000 in the aggregate.

Each Unit consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share (each, a “Warrant” and, collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants will trade. Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation.

Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders.

The Warrants sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that: (1) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the initial business combination; (2) they (including the ordinary shares issuable upon exercise of these warrants) are not registered but are entitled to registration rights; and (3) prior to being sold in the open market or transferred into “street name”, they are not redeemable by the Company.

The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering, or $2,530,000, in the aggregate, to the underwriters at the closings of the Public Offering. See Notes 6 and 8 for more information regarding the waiver of an additional fee that was payable to the underwriters upon the consummation of an Initial Business Combination.

F-11

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

NOTE 4 - CAPITAL DEFICIENCY:

a. Ordinary Shares

Class A ordinary shares

The Company is authorized to issue up to 500,000,000 Class A ordinary shares of $0.0001 par value each. Pursuant to the initial Public Offering on December 31, 2022 the Company issued and sold an aggregate of 12,650,000 Class A ordinary shares as part of the Units sold in the respective transaction. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $126,500 thousand in the Public. See Note 3 above for further information regarding those share issuances.

Class B ordinary shares

The Company is authorized to issue up to 50,000,000 Class B ordinary shares of $0.0001 par value each. On May 14, 2021 the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor. In October 2021, the Company effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the Sponsor and the Company’s directors.

Class B ordinary shares are convertible into Class A ordinary shares, on a one-to-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the business combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial business combination.

On October 24, 2023, the Sponsor converted 3,162,499 of the 3,162,500 founders shares from Class B ordinary shares to Class A ordinary shares, leaving only one Class B ordinary share outstanding.

b. Preference shares

The Company is authorized to issue up to 5,000,000 Preference Shares of $0.0001 par value each. As of March 31, 2025, the Company has no Preference shares issued and outstanding.

F-12

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

NOTE 5 - EARNINGS PER SHARE:

a. Basic

As of March 31, 2025 and 2024, the Company had two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. In order to determine the net loss attributable to each class, the Company first considered the total earnings (loss) allocable to both sets of shares. This is calculated using the total earnings (loss) less any Interest Earned on Investments Held in Trust Account. The accretion to redemption value of the Class A ordinary shares subject to possible redemption is fully allocated to the Class A ordinary shares subject to redemption.

 SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION IS FULLY ALLOCATED

		Three months ended March 31
		2025				2024
		U.S. dollars in thousands (except share data)
Net earnings (loss) for the period			(78	)			37
Less - interest earned on marketable securities held in trust account			(95	)			(277	)
Net loss excluding interest			(173	)			(240	)
Class A ordinary shares subject to possible redemption:
Numerator:
Net loss excluding interest			(34	)			(91	)
Sponsor Loan Cancelation			-				335
Underwriters’ deferred compensation waiver			-				4,428
Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”)			95				335
Class A ordinary shares subject to possible redemption			61				244
Non-redeemable Class A and Class B ordinary shares			(139	)			4,614
Denominator:
Weighted average of class A ordinary shares subject to possible redemption			763,592				1,912,371
Basic and diluted earnings per Class A ordinary share subject to possible redemption			0.08				0.13
Non-redeemable Class A and Class B ordinary shares:
Numerator:
Net loss excluding interest			(139	)			(149	)
Sponsor Loan Cancelation			-				335
Underwriters’ deferred compensation waiver			-				4,428
Non-redeemable Class A and Class B ordinary shares			(139	)			4,614
Denominator:
Weighted average of non-redeemable Class A and Class B ordinary shares outstanding			3,162,500				3,162,500
Basic and diluted earnings (loss) per non-redeemable Class A and Class B ordinary share			(0.04	)			1.46

F-13

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

NOTE 5 - EARNINGS PER SHARE (continued):

b. Diluted

As of March 31, 2025, the Company did not have any dilutive securities or any other contracts which could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

NOTE 6 - RELATED PARTY TRANSACTIONS:

Promissory notes

On January 30, 2024, the Company issued a convertible promissory note to the first Sponsor under which the Company can borrow up to a $330,000 principal amount from the first Sponsor or its registered assigns or successors in interest (the “Payee”), which will be funded equally by the primary three limited partners of the first Sponsor ($110,000 each). The Company shall draw amounts under the promissory note to fund costs and expenses related to its operations and the Business Combination. The promissory note contains the same terms and conditions as the March 16, 2022 and November 8, 2023 promissory notes.

On January 31, 2024, the Company requested of the first Sponsor that $290,000 of the $330,000 promissory note be funded. The requested amount of $290,000 was received by the Company on February 5, 2024.

On February 23, 2024, as part of closing of the Second Sponsor Alliance, the promissory notes issued by the Company to the first Sponsor, consisting of promissory notes (x) dated March 16, 2022, in a principal amount of $450,000, (y) dated November 8, 2023, in a principal funded amount of $120,000, and (z) dated January 30, 2023, in a principal funded amount of $290,000, were waived by the Sponsor. This $860,000 adjustment was reflected in the changes in shareholders’ equity (capital deficiency) section of the Company’s financial statements.

On May 17, 2024, the Company issued an unsecured promissory note to the Company’s third sponsor, ARWM Inc Pte. Ltd. (the “Lender”) with a principal amount up to $500,000 (the “Note”). The Note is repayable in full upon the earlier of (a) November 1, 2024, (b) the date of the consummation of the Company’s initial business combination or (c) the date of the liquidation of the Company (such earlier date, the “Maturity Date”). The Note bears no interest, however, an establishment fee, a line fee and an exit fee totaling in aggregate 9.0% per annum are payable on the Maturity Date. At the option of Lender, at any time on or prior to the Maturity Date, any unpaid principal amount outstanding under this Note may be converted into whole warrants of the Company to purchase common stock of the Company at a conversion price equal to $1.00 per Warrant. If Lender elects such conversion, the terms of such Warrants shall be identical, with the exception of the exercise price, to the warrants issued in connection with Company’s initial public offering that closed on November 02, 2021 (the “Private Placement Warrants”).

The Company and the Lender signed Note extensions to extend the Maturity Date from November 1, 2024 to June 30, 2025, and subsequently to June 30, 2026. All other terms of the Note remain unchanged by the Note extension.

F-14

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

NOTE 6 - RELATED PARTY TRANSACTIONS (continued):

The Lender advanced $75,000 during the quarter ended March 31, 2025. The balance due the Lender as of March 31, 2025 was $780,000, which consisted of $738,000 of advances under the Note plus $42,000 of accrued interest. If the Company does not consummate an Initial Business Combination by the Maturity Date the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

Second Sponsor Alliance

On February 9, 2024, a sponsor securities purchase agreement was executed between the Company’s first sponsor, Cactus Healthcare Management, L.P. (“Cactus LP”) and the Company’s second sponsor, EVGI Limited (“EVGI”), pursuant to which, on February 23, 2024, Cactus LP transferred to EVGI (a) an aggregate of 2,530,000 founders’ shares (“Founders’ Shares”), consisting of 2,529,999 Class A ordinary shares, par value $0.0001 of the Company (“Class A ordinary shares”) and one Class B ordinary share, par value $0.0001, of the Company (“Class B ordinary share”), and (b) 3,893,334 private placement warrants (“Private Warrants”) that had been purchased by the first sponsor concurrently with the Company’s initial public offering in November 2021 (the “IPO”) (collectively, the “Transferred Securities”). The Transferred Securities collectively constituted 80% of the securities of the Company owned by the first sponsor prior to the transaction. The first Sponsor has retained 632,500 Founders’ Shares and 973,333 Private Warrants.

In connection with the Second Sponsor Alliance, the Company, Cactus LP and EVGI entered into a joinder agreement (the “Registration Rights Joinder Agreement”) to the registration rights agreement, dated November 2, 2021, by and among the Company, the first Sponsor and any other holders of the Company’s securities who become party thereto from time to time (the “Registration Rights Agreement”) whereby (i) the first Sponsor assigned its rights under the Registration Rights Agreement with respect to the Transferred Securities to the Purchaser, and (ii) the Purchaser became party to the Registration Rights Agreement. Also, in connection with the Transfer, the Company waived the transfer restrictions applicable to the Transferred Securities under the letter agreement, dated October 28, 2021 (the “Letter Agreement”), by and among the Company, the first Sponsor and the original officers and directors of the Company, in order to allow for the Transfer by the first Sponsor to the Purchaser of the Founders’ Shares and Private Warrants (the “Letter Agreement Waiver”).

In addition, in connection with the closing of the Transferred Securities, the Company obtained a waiver from the representatives of the underwriters of the Company’s IPO, with respect to the underwriters’ respective entitlement to the payment of any deferred underwriting commissions under the terms of the Underwriting Agreement, dated October 28, 2021, by and between the Company and the underwriters of the IPO.

On February 23, 2024, the parties completed the closing of the Second Sponsor Alliance and as part of the closing, the Company introduced a change in management and the board of directors of the Company.

F-15

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

NOTE 6 - RELATED PARTY TRANSACTIONS (continued):

Third Sponsor Alliance

On April 29, 2024, a subsequent sponsor securities purchase agreement was executed between EVGI, the Company’s second sponsor, and ARWM Pte Limited (“ARWM”), the Company’s third sponsor, pursuant to which, EVGI agreed to transfer to ARWM on the closing (a) an aggregate of 2,360,000 founders’ shares, consisting of 2,359,999 Class A ordinary shares of the Company, or 46.50% of the outstanding Class A Ordinary Shares, and 1 Class B ordinary share of the Company (“Class B Ordinary Share”), or 100% of the outstanding Class B Ordinary Shares and (b) 3,893,334 private placement warrants (“Private Warrants”) that had been purchased by the first Sponsor concurrently with the Company’s IPO. Prior to the closing of the Third Sponsor Alliance, 170,000 Class A Ordinary Shares owned by EVGI were transferred to EVGI Designees. The transferred securities collectively constituted 100% of the securities of the Company owned by EVGI prior to transaction.

On May 16, 2024, the parties completed the closing and as part of the closing of the Third Sponsor Alliance, the Company introduced a change in management and the board of directors of the Company.

NOTE 7 - PROMISSORY NOTE - UNRELATED PARTY:

On March 25, 2024, the Company issued an unsecured promissory note to Energi Holding Limited (the “Lender”), unrelated party, with a principal amount up to $600,000 (the “Note”). The Note is repayable in full upon the earlier of (a) November 1, 2024, (b) the date of the consummation of the Company’s initial business combination or (c) the date of the liquidation of the Company (such earlier date, the “Maturity Date”). The Note bears no interest, however, an establishment fee, a line fee and an exit fee totaling in aggregate 9.0% per annum, are payable on the Maturity Date.

On March 25, 2024, the Lender advanced $600,000 to the Company under the Note. If the Company does not consummate an Initial Business Combination by the Maturity Date, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

The Company and the Lender signed a Note extension to extend the Maturity Date from November 1, 2024 to November 2, 2025. All other terms of the Note remain unchanged by the Note extension.

As an inducement for the Lender to fund the Note, EVGI Limited (“EVGI”), the second sponsor, and the Lender agreed that (a) Sponsor and the Lender shall enter into an agreement pursuant to which the Lender may elect upon forfeiture of its rights to payment of amounts outstanding under the Note to receive a number of the Company’s Class A Ordinary Shares held of record by the Sponsor to be determined in such agreement and (b) Sponsor shall transfer to the Lender 600,000 of the Company’s Class A ordinary shares held of record by Sponsor, or subsequent sponsors, for no consideration at such time and on such terms as shall be agreed. The Sponsor’s inducement was recognized as a deduction from the $600,000 note in an amount of $246,000, which was recognized in subsequent periods as finance expenses.

F-16

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

NOTE 7 - PROMISSORY NOTE - UNRELATED PARTY (continued):

The $246,000 value was determined based on a market approach methodology with a probability of acquisition assessment, using a stock price of $10.00 and assigning a probability of acquisition of 15%. This $246,000 value consideration is reflected as an increase to additional paid in capital and a reduction to the note liability for debt issuance costs.

The balance due the Lender as of March 31, 2025 was $646,000, which consisted of $600,000 of advances under the Note plus $46,000 of accrued interest.

See Note 10 – Subsequent Event, Promissory Note, for additional information.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Extension Amendment

Pursuant to the October 29, 2024, non-redemption agreement as it related to the Third Extension (See Note 1d), since a business combination did not close by May 2, 2025, the Sponsor is obligated to transfer to the non-redeeming shareholder, an additional 25,000 founder shares held by it per month beginning on May 3, 2025 and ending on October 2, 2025 (up to 150,000 founder shares).

NOTE 9 - FINANCIAL INCOME AND EXPENSES

Financial income represents interest earned on funds in the Trust account (see Note 2d), which amounted to $95,000 for the three months ended March 31, 2025 and $277,000 for the three months ended March 31, 2024. Financial expenses represent $16,000 on the Sponsor loan (see Note 6b) and $14,000 on the Promissory note (see Note 7), for a total amount of $30,000 for the three months ended March 31, 2025. There were no financial expenses for the three months ended March 31, 2024.

NOTE 10 - SUBSEQUENT EVENT

Promissory Note

On July 17, 2025, the Company issued an unsecured promissory note to Hali International Limited (the “Lender”), not a related party, with a principal amount of $200,000 (the “Note”). The Note is repayable in full on or prior to December 31, 2025 (the “Maturity Date”). The Note bears interest at 12% per annum.

F-17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We completed our initial public offering in November 2021, and since that time, we have engaged in discussions with potential business combination target companies; we have reached a definitive agreement with a specific target company with respect to an initial business combination with us. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private warrants, our shares, debt or a combination of cash, shares and debt.

The issuance of additional ordinary shares in a business combination (by our company, or by a target company that will serve as the public company following the business combination and in which target company shareholders may possess a majority interest):

	●	may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions of the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
	●	may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
	●	could cause a change of control if a substantial number of our (or the target company’s) ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
	●	may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
	●	may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.

Similarly, if we or the target company issue(s) debt securities or otherwise incur significant indebtedness, it could result in:

	●	default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
	●	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
	●	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
	●	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is issued and outstanding;
	●	our inability to pay dividends on our ordinary shares;
	●	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
	●	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
	●	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
	●	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying financial statements, at March 31, 2025 we had $21,000 of cash and $2,242,000 of working capital deficiency. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

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Business Combination Agreement

On August 29, 2024, we signed a Business Combination Agreement (BCA) with Tembo e-LV B.V. (Tembo), a private company incorporated under the laws of the Netherlands,. Under the BCA, the consideration to be paid to the equity holders of Tembo is $838 million and will be paid entirely in the form of newly issued ordinary shares of new combined company, with each share valued at $10.00. The BCA was entered into by the parties following due diligence and receipt by our board of directors of a fairness opinion from an independent third party. We are advancing activities towards consummating a Business Combination with Tembo.

Under the terms of the BCA:

●	Company Share Exchange: All outstanding shares of Tembo will be contributed to Holdco in exchange for newly issued Holdco ordinary shares.
●	Corporate Reorganization: Holdco will convert from a Dutch private limited liability company (B.V.) to a public limited liability company (N.V.).

●	Merger: Merger Sub will merge with and into CCTSF, with CCTSF surviving as a wholly owned subsidiary of Holdco. Each outstanding Class A ordinary share of CCTSF not redeemed by public shareholders will be exchanged for one Holdco ordinary share.
●	Nasdaq Listing: Following the closing, Holdco will apply to list its ordinary shares on Nasdaq under a new ticker symbol.

The BCA includes governance provisions, including board representation from both the Tembo and CCTSF sponsor groups and customary lock-up arrangements restricting the resale of Holdco shares following closing. The transaction is structured to qualify as a tax-free reorganization under Section 351 of the U.S. Internal Revenue Code.

In connection with the BCA, key shareholders of both Tembo and CCTSF have entered into Investor Support Agreements, agreeing to vote in favor of the proposed transaction and to refrain from exercising redemption rights. Additionally, the parties executed lock-up agreements and an Investor Rights Agreement providing customary registration rights for certain Holdco shareholders.

The closing of the business combination remains subject to regulatory approvals, including SEC clearance of the Form F-4 registration statement, the completion of financial audits under PCAOB standards, shareholder approvals, and other customary conditions.

On May 29, 2025, VivoPower International PLC, which owns 100% of Tembo, announced that they had received a non-binding proposal from Energi Holdings limited (“Energi”) for a direct strategic acquisition of VivoPower’s subsidiary, Tembo. Energi, headquartered in Abu Dhabi, is a global energy solutions company with $1 billion in annual revenues and operations spanning the Middle East, Africa, South Asia, Europe, and Southeast Asia. The proposal from Energi outlines its intention to acquire 51% of Tembo based on a total enterprise value of $200 million. The parties have agreed to work towards negotiating a final structure and binding transaction documents. In addition, Energi expressed its support for Tembo’s planned business combination with us.

Further, on March 25, 2024, we issued an unsecured promissory note to Energi, with the principal amount of $600,000. The Note has a maturity date of November 2, 2025. The balance due Energi as of March 31, 2025 was approximately $646,000. It is anticipated that the outstanding amount will be converted to equity at the time of the proposed business combination with Tembo and Energi transaction.

Currently, it is anticipated that VivoPower will maintain control of Tembo absent the proposed Energi transaction.

Delisting from Nasdaq

On October 29, 2024, we received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that because we had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its initial public offering, we were not in compliance with Nasdaq IM 5101-2 and therefore subject to delisting. Trading in our securities on NASDAQ was suspended at the opening of business on November 5, 2024 and trading of our securities on the OTC market commenced on November 6, 2024, under the symbol CCTSFF. The delisting and commencement of trading on OTC does not affect our business combination agreement with Tembo, as both parties continue to work to effectuate the completion of the transaction. The combined company intends to apply for up-listing on the Nasdaq Stock Market in connection with the completion of the business combination.

Extension of our Combination Period - Third Extension

On November 1, 2024, we held an extraordinary general meeting, at which our shareholders voted to approve the Third Extension, which extended the mandatory liquidation date from November 2, 2024 to November 2, 2025. A total of 1,148,799 Class A ordinary shares were redeemed in connection with the Third Extension, resulting in 3,926,071 Class A ordinary shares outstanding, consisting of 763,572 publicly-held Class A ordinary shares and 3,162,499 founders shares. Accordingly, on November 13, 2024, $13,389,826 was distributed from the Trust Account to the shareholders who redeemed their shares.

On October 29, 2024, we and ARWM Inc Pte. Ltd. (our current Sponsor), entered into a non-redemption agreement (NRA) with an unaffiliated third party (the “Non-Redeeming Shareholder”). Pursuant to the NRA, the Non-Redeeming Shareholder agreed not to redeem (or to validly rescind any redemption requests with respect to) an aggregate of 500,000 publicly-held Class A ordinary shares of the Company (“Non-Redeemed Shares”) in connection with the shareholder vote on the Articles Extension Proposal. In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Sponsor agreed to transfer an aggregate of 125,000 founder shares held by it to the Non-Redeeming Shareholder immediately following, and subject to, consummation of an initial business combination. To the extent that a business combination does not close by May 2, 2025, the Sponsor agreed to transfer an additional 25,000 founder shares held by it per month beginning on May 3, 2025 and ending on October 2, 2025 (up to 150,000 founder shares).

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Recent Developments

Promissory Note

On July 17, 2025, the Company issued an unsecured promissory note to Hali International Limited (the “Lender”), not a related party, with a principal amount of $200,000 (the “Note”). The Note is repayable in full on or prior to December 31, 2025 (the “Maturity Date”). The Note bears interest at 12% per annum.

Results of Operations

We have not engaged in any revenue-generating operations to date. Our only activities since inception have been organizational activities, preparations for our initial public offering, and, subsequent to our initial public offering, searching for, and due diligence related to, potential target companies with which to consummate a business combination transaction. We have not and we will not generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on funds held in our trust account after our initial public offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the March 31, 2025 date of our unaudited financial statements contained in this Quarterly Report, other than as reflected in the subsequent events note of the financial statements. After our initial public offering, which was consummated in November 2021, we have been incurring increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses related to our search for a target company.

For the quarter ended March 31, 2025, we had a net loss of approximately $79,000, which consisted of $94,000 of interest income and dividend income and realized gains on marketable securities held in our trust account, less operating and financial expenses of $173,000.

Liquidity and Capital Resources

As of March 31, 2025, we had approximately $21,000 in our operating bank account, and a working capital deficit of $2,242,000.

Our liquidity needs to date have been satisfied through loans from the sponsors and third-party promissory notes to cover certain operating expenses.

On May 17, 2024, we issued an unsecured promissory note to our third sponsor, ARWM Inc Pte. Ltd. (the “Lender”). The Note’s original maturity date of June 30, 2025 has been extended to June 30, 2026. The balance due the Lender as of March 31, 2025 was approximately $780,000. If we do not consummate an Initial Business Combination by the maturity date the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

On March 25, 2024, we issued an unsecured promissory note to Energi Holding Limited (the “Lender”), unrelated party, with a principal amount of $600,000 (the “Note”). The Note has a maturity date of November 2, 2025. The balance due the Lender as of March 31, 2025 was approximately $646,000. If the Company does not consummate an initial business combination by the maturity date, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

3

On July 17, 2025, we issued an unsecured promissory note to Hali International Limited (the “Lender”), not a related party, with a principal amount of $200,000 (the “Note”). The Note has a maturity date of December 31, 2025.

We intend to use substantially all of the funds held in our trust account, including any amounts representing interest earned on our trust account (which interest shall be net of taxes payable), minus amounts paid out to redeeming shareholders, as consideration to complete our initial business combination. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in our trust account (less any amounts paid out to redeeming shareholders) will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Prior to our initial business combination, we are using the proceeds held outside of our trust account primarily to structure, negotiate and complete a business combination, and pay for administrative and support services.

As of July 31, 2025, approximately $21,000 is available to us outside of the trust account to fund our working capital requirements. Because of the anticipated costs of consummating the identified target business, we have requested additional loans from several third parties. While, if obtained, we anticipate that these loans will suffice for the period leading up to our initial business combination, there can be no assurance that the loans will be obtained and, if they are, consummating an initial business combination may be greater than what we currently estimate would be needed to do so. Consequently, we may have insufficient funds available to operate our business prior to our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate our trust account. That required liquidation date would be less than 12 months after the date of this Annual Report. That, among other factors, raises substantial doubt about our ability to continue as a going concern. See “Item 1 - Risk Factors – Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination - Because the funds being held outside of the trust account are insufficient to allow us to operate for the remainder of the combination period , that could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, as we will depend on additional loans third parties to fund those activities” in our 2024 Annual Report.

Moreover, given the significant percentage of our public shareholders that have elected to redeem their shares in connection with our first extension meeting, our second extension meeting, our third extension meeting, and our article amendment meeting, and may elect to redeem at a meeting to approve a business combination, thereby reducing our cash resources, we likely will need to secure third party financing in order to successfully effect such a business combination and there can be no assurance that it will be available to us on terms acceptable to us or at all. Subject to compliance with applicable securities laws, we would only raise financing by issuing additional securities simultaneously with the completion of our business combination. We cannot assure you that our plans for that financing or to consummate an initial business combination will be successful.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of March 31, 2025, we did not have any off-balance sheet arrangements as described in Item 303 of Regulation S-K and did not have any commitments for capital expenditures or contractual obligations. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Critical Accounting Estimates

None.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The net proceeds from our initial public offering and the sale of the private warrants held in the trust account, after reduction for payments made for the redemption of a portion of the public shares in connection with the first extension meeting, conversion amendment meeting, second extension meeting, and third extension meeting, are invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

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ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our chief executive officer/chief financial officer, whom we refer to as our Certifying Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant to Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act. Based upon that evaluation, our chief executive officer/chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024 because of the material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, our management has concluded that our control around the interpretation and accounting for the assignment of founder shares by the sponsor to directors was not effectively designed or maintained.

Management is in the process of initiating a number of measures to remediate such material weaknesses; however, as of March 31, 2025, management has not remediated the material weakness. If we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information. The existence of material weaknesses in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our shares. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Disclosure of Internal Control Weakness – Insufficient Finance Personnel Leading to Lack of Segregation of Duties and Financial Reporting Risks

As part of management’s assessment of internal control over financial reporting as of December 31, 2024, the Company identified a material weakness resulting from an insufficient number of qualified finance and accounting personnel. This staffing shortfall has led to inadequate segregation of duties within key financial processes and has increased the risk of errors or misstatements in the Company’s financial reporting. Management determined that the current finance team lacks the capacity to adequately separate accounting and financial reporting responsibilities. As a result, a limited number of individuals are responsible for multiple functions, reducing opportunities for independent oversight and increasing the risk that material financial misstatements may not be detected in a timely manner.

To remediate this material weakness, management plans to initiate several corrective actions. These include implementing enhanced review procedures, reallocating responsibilities to improve role separation, and evaluating the need for additional qualified finance personnel to strengthen oversight and reinforce the control environment. However, until these remediation efforts are fully implemented and have been in place for a sufficient period of time, there remains an ongoing risk that material errors or omissions in financial reporting could go undetected.

Despite this internal control weakness, management believes that the financial statements included in this report fairly state, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented. Management is committed to strengthening the Company’s internal controls and maintaining the integrity of its financial reporting processes.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1. Legal Proceedings

None.

ITEM 1A. Risk Factors

There have been no material changes with respect to the risk factors disclosed in our 2024 Annual Report.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

As a blank check company, we have no operations and therefore do not have any operations of our own that face material cybersecurity threats. However, we do depend on the digital technologies of third parties, including information systems, infrastructure and cloud applications and services, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, the management team will report to the board of directors and provide updates on the management team’s incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss. We have established certain processes for identifying, evaluating, and managing material risks from cybersecurity threats as a part of our overall technology management strategy. These processes are designed and reassessed on a periodic basis to help protect our technology assets and operations from internal and external security threats.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales

Nothing that has not been previously reported.

6

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

ITEM 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized, on August 11, 2025.

	Cactus Acquisition Corp. 1 Limited
	By:	/s/ Adam Ridgway
	Name:	Adam Ridgway
	Title:	Chief Executive Officer, Principal Financial and Accounting Officer, and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Quarterly Report on Form 10-Q has been signed by the following persons in the capacity and on the dates indicated.

Name		Position		Date
/s/ Adam Ridgway		Chief Executive Officer, Principal Financial and Accounting Officer, and Director		August 11, 2025
Adam Ridgway
/s/ Terry Alan Farris		Director, Chairman of the Board		August 11, 2025
Terry Alan Farris
/s/ Rainer Michael Preiss		Director		August 11, 2025
Ranier Michael Preiss

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FAQ

What is the status of Cactus Acquisition Corp. 1's proposed business combination?

The company has a signed Business Combination Agreement with Tembo e-LV B.V. under which Tembo equity holders would receive $838 million in newly issued shares at $10.00 per share; closing remains subject to regulatory approvals, PCAOB-audited financials, shareholder approvals and SEC review of a Form F-4.

How much cash does Cactus hold in its trust account and operating bank account (CCTSF)?

As of March 31, 2025 the company held $9,075 (in thousands) in the trust account and $21 (in thousands) of cash and cash equivalents outside the trust account.

Does Cactus face any near-term liquidity or going concern issues?

Yes. The filing states there is substantial doubt about the company’s ability to continue as a going concern given limited operating cash, a working capital deficit of $(2,242) (in thousands), and reliance on third-party loans.

What is the company’s current exchange status and trading symbol?

Trading on Nasdaq was suspended and the company commenced trading on the OTC market under the symbol CCTSF.

What related-party or third-party debt does the company have?

Key balances disclosed as of March 31, 2025 include a sponsor loan of $780 (in thousands) and a promissory note to Energi with a balance of $646 (in thousands). A subsequent unsecured promissory note of $200,000 was issued on July 17, 2025.