Company Summary

Company Name: Cactus Acquisition Corp. 1 Ltd.
Jurisdiction: Cayman Islands
Securities:

• Class A ordinary shares (traded OTC under symbol CCTSF)
• Redeemable warrants (OTC symbol CTSWF)
• Units (OTC symbol CTSUF)

Business Purpose and Focus

• A blank check company formed on April 19, 2021, intended to effectuate a business combination with one or more target companies via merger, share exchange, asset acquisition, share purchase, or reorganization.
• Primary Industry Focus:
  • Originally targeted healthcare and technology-based businesses in Israel.
  • Post sponsor alliance and management changes, shifted focus toward emerging technology companies globally, particularly within the renewables sector.
  • Focus on companies participating in the global energy transition ecosystem, facilitating the way energy is produced, stored, transmitted, distributed, and consumed.
  • Specific sectors of interest include clean and sustainable energy, carbon management, hydrogen, renewable energy, energy storage, distributed energy, zero-emission transportation, carbon utilization, low or zero-carbon industrial applications, and sustainable manufacturing.

Business Model & Strategy

• Seeks to acquire, identify, and enhance growth businesses in the clean and energy transition sectors.
• Leverages extensive global network relationships, transaction execution experience, and proprietary deal flow.
• Management has international operational experience and insights into regulatory environments.
• Aims to bring a high-quality growth business to the public market that can generate attractive, risk-adjusted returns for shareholders.

Capital and Resources

• Initial public offering (IPO): Raised $126.5 million in November 2021 through issuance of 12,650,000 units (each consisting of 1 Class A share + ½ warrant).
• Private warrants: 4,866,667 warrants issued to sponsor for $7.3 million.
• Trust fund: Approximately $9 million available as of April 15, 2025, after redemptions.
• Employees: Limited; management currently consists of one officer (CEO and Principal Accounting Officer). No other employees are specified.

Target Acquisition & Transaction Details

• Entered into a Business Combination Agreement with Tembo e-LV B.V. (a Dutch private company) on August 29, 2024.
• Transaction Consideration: $838 million paid in newly issued ordinary shares of the combined entity, with each share valued at $10.00.
• The deal involves a merger and a share exchange, with Holdco (a Dutch public limited company) becoming a Nasdaq-listed entity.
• Post-transaction, the target will be involved in energy and mobility innovations, especially in electric vehicle logistics and related sectors.

Current Status

• Delisted from Nasdaq in October 2024 due to not completing the initial business combination within the required period.
• Shares now traded OTC under symbols CCTSFF (shares), CTSWF (warrants), and CTSUF (units).
• Continues working toward de-listing challenges and re-listing on a major exchange post-transaction.

Financials & Performance

• No revenues or ongoing operations to date.
• No income reported.
• The company is focused on finding and completing a business acquisition, not generating operating revenues or profits at this stage.

In Summary

Cactus Acquisition Corp. 1 Ltd. is a Cayman Islands-based blank check company focused on acquiring and building companies within the global energy transition space, emphasizing clean and renewable energy, energy storage, and sustainable transportation. Since its IPO in 2021, it has raised approximately $126.5 million and is currently pursuing a business combination with Tembo e-LV B.V., a Netherlands-based electric vehicle logistics company, with a transaction value of $838 million. The company currently holds minimal cash ($9 million as of April 2025), operates with a small management team, and has no revenue or income to date. It is trading OTC after Nasdaq delisting, seeking to relist following the completion of its business combination.