CCTSF 10-Q
Cactus Acquisition Corp. 1 Ltd (CCTSF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the fiscal quarter ended
For the transition period from _______________ to _______________
Commission
File Number
(Exact name of registrant as specified in its charter)
| 333-258042 | ||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
Former Address
NA
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 | ||
| Over The Counter (OTC) Market | ||||
| Over The Counter (OTC) Markets | ||||
| 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 ☐
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 ☐
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 | ☐ |
| ☒ | 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
As of July 31,2026, Class A ordinary shares, par value $ per share, and Class B ordinary share, par value $ 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
| 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, 2026 (or such earlier date as determined by the Board) reflecting the first extension, the second extension, third extension, and fourth 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; |
| ● | “fourth extension” are to the extension, to November 2, 2026, of the deadline for our entry into an initial business combination under our amended and restated memorandum and articles of association; |
| ● | “fourth extension meeting” is to the extraordinary general meeting held on October 31, 2025 approval for, among related matters, the fourth extension; |
| ● | “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, 2026, AND FOR THE THREE MONTHS ENDED ON THAT DATE
INDEX
| F-1 |
CACTUS ACQUISITION CORP. 1 LIMITED
UNAUDITED CONDENSED BALANCE SHEETS
| March 31, | December 31, | |||||||||
| Note | 2026 | 2025 | ||||||||
| U.S. Dollars in thousands | ||||||||||
| A s s e t s | ||||||||||
| CURRENT ASSETS: | ||||||||||
| Cash and cash equivalents | ||||||||||
| Prepaid expenses | ||||||||||
| TOTAL CURRENT ASSETS | ||||||||||
| NON-CURRENT ASSETS: | ||||||||||
| Cash held in trust account | 1c | |||||||||
| TOTAL ASSETS | ||||||||||
| Liabilities, shares subject to possible redemption and capital deficiency | ||||||||||
| CURRENT LIABILITIES: | ||||||||||
| Accrued expenses and other liabilities | ||||||||||
| Sponsor Loan | 6 | |||||||||
| Promissory Notes | 7 | |||||||||
| TOTAL CURRENT LIABILITIES | ||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||
| CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: shares at March 31, 2026 and December 31, 2025, at a redemption value of $ per share and $ per share, respectively | ||||||||||
| CAPITAL DEFICIENCY: | 4 | |||||||||
| Class A ordinary shares, $ par value; shares authorized, shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively | * | * | ||||||||
| Class B ordinary shares, $ par value; shares authorized, share issued and outstanding at March 31, 2026 and December 31, 2025, respectively | * | * | ||||||||
| Preference Shares, $ par value; shares authorized, shares issued/outstanding | ||||||||||
| Additional paid in capital | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| TOTAL CAPITAL DEFICIENCY | ( | ) | ( | ) | ||||||
| TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND (CAPITAL DEFICIENCY) | ||||||||||
| (*) |
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 | 2026 | 2025 | ||||||||
| U.S. Dollars in thousands | ||||||||||
| Except per share data | ||||||||||
| INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT | ||||||||||
| OPERATING EXPENSES | ( | ) | ( | ) | ||||||
| FINANCIAL EXPENSES | ( | ) | ( | ) | ||||||
| NET LOSS FOR THE PERIOD | ( | ) | ( | ) | ||||||
| WEIGHTED AVERAGE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | ||||||||||
| BASIC AND DILUTED EARNINGS PER CLASS A ORDINARY SHARE | 5 | |||||||||
| WEIGHTED AVERAGE OF NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES OUTSTANDING | ||||||||||
| BASIC AND DILUTED (LOSS) PER NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES | 5 | ) | ) | |||||||
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, 2025 | * | | * | ( | ) | ( | ) | |||||||||||||||||||||
| Accretion of Class A common stock subject to redemption amount as of March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||||||||||||||||||||
BALANCE AT MARCH 31, 2026 | * | * | ( | ) | ( | ) | ||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | * | * | ( | ) | ( | ) | ||||||||||||||||||||||
| Accretion of Class A common stock subject to redemption amount as of March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | * | * | ( | ) | ( | ) | ||||||||||||||||||||||
| (*) |
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, | ||||||||
| 2026 | 2025 | |||||||
| U.S. Dollars in thousands | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Financial expenses | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease in prepaid expenses | ||||||||
| Increase in accrued expenses | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from sponsor loan | ||||||||
| Net cash provided by financing activities | ||||||||
| NET CHANGE IN CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT | ( | ) | ||||||
| CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT BEGINNING OF THE PERIOD | ||||||||
| CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT END OF THE PERIOD | ||||||||
| RECONCILIATION OF CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT: | ||||||||
| Cash and cash equivalents | ||||||||
| Cash held in trust account | ||||||||
| CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-5 |
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 current focus of its search is on companies 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, 2026, 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.
Trading of the Company’s securities on the OTC market commenced on November 6, 2024, under the symbol CCTSF. Subject to completing a business combination, the combined company intends to apply for up-listing on the Nasdaq Stock Market in connection with the completion of the business combination.
| b. | Sponsor 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
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
See the Company’s 2025 Annual Report for additional information and Note 6 Related Party Transactions with respect to Promissory Notes.
| 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 $. Unless and until the Company completes an initial business combination,
funds held in the Trust Account are not available to fund the Company’s operating, administrative or transaction-related expenses.
In the event the Company does not complete an initial business combination and is required to liquidate, up to $
| F-6 |
| d. | Business Combination / Extension Amendments |
Business Combination
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 and subsidiary of VivoPower. On August 29, 2024, the Company and Tembo signed a Business Combination Agreement. The parties are advancing activities towards consummating a business combination transaction.
The Company confidentially submitted a Form F-4 registration statement to the U.S. Securities and Exchange Commission (SEC) on December 29, 2025, in connection with its proposed business combination with Tembo. The Company received a comment letter from the SEC in March 2026 and is in the process of finalizing its responses and updating the registration statement. Management is targeting confidential resubmission of the amended Form F-4 during the second half of 2026 and continues to work toward completing the proposed business combination prior to the Company’s mandatory liquidation date of November 2, 2026. Completion of the proposed business combination remains subject to SEC review, shareholder approvals, regulatory requirements, and the satisfaction of customary closing items.
Extension Amendment
Fourth extension
On
October 31, 2025, the Company held an extraordinary general meeting (the “Fourth Extension Meeting), at which the Company’s
shareholders voted to approve the Fourth Extension, which extended the mandatory liquidation date from November 2, 2025 to November 2,
2026. A total of Class A ordinary shares were redeemed in connection with the Fourth Extension, resulting in Class
A ordinary shares outstanding, consisting of publicly-held Class A ordinary shares and founders shares. Accordingly,
on November 21, 2025, $
| e. | Substantial Doubt about the Company’s Ability to Continue as a Going Concern |
On October 31, 2025, the Company extended the date by which the Company has to consummate an Initial Business Combination from November 2, 2025 to November 2, 2026 (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, or that the Company 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-7 |
| 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.
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 statement 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, 2025, 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.
These 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, 2025.
NOTE 3 - PUBLIC OFFERING:
In
the Initial Public Offering, the Company issued and sold units at an offering price of $ per unit (the “Units”).
The Sponsor purchased an aggregate of
Each
Unit consists of one Class A ordinary share, $ 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 $
| F-8 |
Once
the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $
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.
NOTE 4 - CAPITAL DEFICIENCY:
| a. | Ordinary Shares |
Class A ordinary shares
The
Company is authorized to issue up to Class A ordinary shares of $ par value each. Pursuant to the initial Public Offering
on December 31, 2022 the Company issued and sold an aggregate of 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 $ per Unit, and for an aggregate consideration
of $
Class B ordinary shares
The
Company is authorized to issue up to Class B ordinary shares of $ par value each. On May 14, 2021 the Company issued
Class B ordinary shares of $ par value each for a total consideration of $
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 of the non-redeemable 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 Preference Shares of $ par value each. As of March 31, 2026 and 2025, the Company has Preference shares issued and outstanding.
| F-9 |
| a. | Basic |
As of March 31, 2026 and 2025, the Company had two classes of ordinary shares, Class A ordinary shares Subject to possible redemption 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 possible redemption.
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
U.S. dollars in thousands (except share data) | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Add - interest earned on marketable securities held in trust account | ( | ) | ( | ) | ||||
| Net loss excluding interest | ( | ) | ( | ) | ||||
| Class A ordinary shares subject to possible redemption: | ||||||||
| Numerator: | ||||||||
| Net loss excluding interest | ( | ) | ( | ) | ||||
| Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) | ||||||||
| Denominator: | ||||||||
| Weighted average of class A ordinary shares subject to possible redemption | ||||||||
| Basic and diluted earnings per Class A ordinary share subject to possible redemption | ||||||||
| Non-redeemable Class A and Class B ordinary shares: | ||||||||
| Numerator: | ||||||||
| Net loss excluding interest | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
| Denominator: | ||||||||
| Weighted average of non-redeemable Class A and Class B ordinary shares outstanding | ||||||||
| Basic and diluted (loss) per non-redeemable Class A and Class B ordinary share | ) | ) | ||||||
| b. | Diluted |
As of March 31, 2026, 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.
| F-10 |
NOTE 6 - RELATED PARTY TRANSACTIONS:
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 founders’ shares, consisting of Class A ordinary shares of the Company and Class B ordinary
share of the Company (“Class B Ordinary Share”), or % of the outstanding Class B Ordinary Shares and (b)
On May 16, 2024, the parties completed the closing related to the 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.
Promissory Notes – Third Sponsor (ARWM)
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 $
The
balance due to the Lender as of March 31, 2026 was $
NOTE 7 – PROMISSORY NOTES – UNRELATED PARTY:
Energi Holding Limited
On
March 25, 2024, the Company issued an unsecured promissory note to Energi Holding Limited (“Energi”), an unrelated party,
with a principal amount up to $
| F-11 |
The
balance due Energi as of March 31, 2026 was $
Hali International Limited
On
July 17, 2025, the Company issued an unsecured promissory note to Hali International Limited (“Hali”), an unrelated party,
with a principal amount of $
The
balance due Hali as of March 31, 2026 was $
VivoPower
On
December 23, 2025, the Company issued an unsecured promissory note to VivoPower, the parent company of Tembo (see Note 1-d Business Combination),
and an unrelated party, with a principal amount of $
The
balance due VivoPower as of March 31, 2026 was $
NOTE 8 – FINANCIAL INCOME AND EXPENSES
Financial
income represents interest earned on funds in the Trust account (see Note 1c), which amounted to $
Financial
expenses amounted to $
NOTE 9 - SUBSEQUENT EVENT
Promissory Note
On
May 19, 2026, the Company issued an unsecured promissory note to TAG INTL DMCC, an unrelated party, with a principal amount of $
| F-12 |
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, 2026 we had $15,000 of cash and $3,139,000 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. We are advancing activities towards consummating the proposed business combination transaction. We confidentially submitted a Form F-4 registration statement to the U.S. Securities and Exchange Commission (SEC) on December 29, 2025, in connection with the planned business combination with Tembo, and received a comment letter from the SEC in March 2026.
We are in the process of finalizing responses and updating the registration statement. We are targeting a confidential resubmission of the amended Form F-4 during the second half of 2026 and continue to work toward completing the proposed business combination prior to the mandatory liquidation date of November 2, 2026. Completion of the proposed business combination remains subject to SEC review, shareholder approvals, regulatory requirements, and the satisfaction of customary closing items.
Delisting from Nasdaq
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 Amendments
Fourth Extension
On October 31, 2025, we held an extraordinary general meeting (the “Fourth Extension Meeting), at which our shareholders voted to approve the Fourth Extension, which extended the mandatory liquidation date from November 2, 2025 to November 2, 2026. A total of 711,333 Class A ordinary shares were redeemed in connection with the Fourth Extension, resulting in 3,214,738 Class A ordinary shares outstanding, consisting of 52,239 publicly-held Class A ordinary shares and 3,162,499 founders shares. Accordingly, on November 21, 2025, $8,676,000 was distributed from the Trust Account to the shareholders who redeemed their shares.
Recent Developments
Promissory Notes
On May 19, 2026, the Company issued an unsecured promissory note to TAG INTL DMCC, an unrelated party, with a principal amount of $300,000 (the “Note”). The Note, which was funded on May 26, 2026, and bears interest at 12% per annum, is repayable in full on or prior to May 19, 2027, as determined by the Company.
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, 2026 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.
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Quarter Ended March 31, 2026 Compared with the Quarter Ended March 31, 2025
For the quarter ended March 31, 2026, we reported a net loss of $168,000, compared with a net loss of $78,000 for the quarter ended March 31, 2025. The increase of $90,000 was primarily attributable to reduced interest income earned on investments held in the Trust Account.
Interest income on investments held in the Trust Account totaled $6,000 during 2026, compared with $95,000 during 2025. The decrease of $89,000 was primarily attributable to a significant reduction in funds held in the Trust Account following shareholder redemptions approved in connection with extension meetings held during late 2024 and late 2025.
Operating expenses were $127,000 during 2026, compared with $143,000 during 2025, a decrease of $16,000. The decrease was primarily attributable to lower professional fees associated with the proposed Tembo business combination transaction.
Financial expenses totaled $47,000 during 2026, compared with $30,000 during 2025, an increase of $17,000. Financial expenses in both periods primarily consisted of interest expense accrued on sponsor loans and promissory notes. The increase during 2026 was primarily due to the receipt of additional funding on the promissory notes.
Liquidity and Capital Resources
As of March 31, 2026, we had approximately $15,000 in our operating bank account, and a working capital deficit of $3,139,000.
Our liquidity needs to date have been satisfied through loans from the sponsors and third-party promissory notes to cover certain operating expenses.
As noted above under Recent Developments, on May 19, 2026, we issued an unsecured promissory note to TAG, an unrelated party, with a principal amount of $300,000 (the “Note”). The Note was funded on May 26, 2026.
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 June 30 2026, approximately $130,000 was available to us outside of the trust account to fund our working capital requirements. Because of the anticipated costs to complete the business combination with Tembo, we have requested $600,000 of additional loans from several third parties, $300,000 of which was received on May 26, 2026 per a promissory note dated May 19, 2026 with TAG. 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, that the costs of identifying a target business, undertaking in-depth due diligence and negotiating and 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 Quarterly 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 2025 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, our fourth extension meeting, and our article amendment meeting, and that 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.
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Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As of March 31, 2026, 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, third extension meeting, and fourth 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.
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 March 31, 2026, 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 March 31, 2026 because of the material weakness in our internal control 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, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. GAAP. Accordingly, Company management believes that the financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the period presented. We will continue to improve these processes to ensure that the nuances of such significant or non-routine transactions are effectively evaluated in the context of the appropriate accounting standards.
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 2025 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.
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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.
| * | 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 28, 2026.
| 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 28, 2026 | ||
| Adam Ridgway | ||||
| /s/ Terry Alan Farris | Director, Chairman of the Board | August 28, 2026 | ||
| Terry Alan Farris |
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