Cactus Acquisition 1 10-K Summary & Financial Data

Overview

Cayman Islands exempted company formed on April 19, 2021.
Blank-check company (SPAC) formed to effect an initial business combination with one or more targets.
Initial focus was technology-based healthcare with Israeli connections; following sponsor alliance, focus shifted to emerging global technology companies, with emphasis on renewables and energy transition.

Acquire a target using cash from the IPO trust, a private placement at closing, debt, or a combination of these sources.
After the initial business combination, operate and grow the combined business and potentially seek additional financing.
Targets are identified primarily through sponsor and management networks, with supplemental introductions from unaffiliated sources such as investment banks and private equity firms.
Transactions may take the form of mergers or acquisitions; the board and governance structure are designed to oversee the deal and post-close integration.
The trust account is intended to fund redemptions and the consummation of the initial business combination.

Initial sponsor: Cactus Healthcare Management, L.P. (Cactus LP); sponsor alliances later shifted control.
Sponsor transfer timeline:
- February 2024: Cactus LP transferred 80% of its holdings to EVGI Limited (EVGI).
- May 16, 2024: EVGI transferred 100% of its Cactus securities to ARWM Inc Pte Ltd (ARWM), the current sponsor.
- Management and the board were refreshed as part of the sponsor alliance.
Founders shares: 3,162,500 founder shares (converted from Class B to Class A; 3,162,499 converted on October 24, 2023; 1 Class B share remains).
Founders and the sponsor hold substantial ownership; the sponsor controlled director appointments prior to the business combination.

On August 29, 2024, the company entered into a Business Combination Agreement (BCA) with Tembo e-LV B.V. (Tembo), Tembo Holdco N.V. (Holdco), and related entities.
Key transaction elements:
- Holdco will become publicly traded on Nasdaq.
- Tembo’s shares will be contributed to Holdco in exchange for Holdco ordinary shares.
- Merger Sub will merge with and into the SPAC’s existing entity (CCTSF), with CCTSF surviving as a subsidiary of Holdco.
- Each outstanding Class A ordinary share of CCTSF not redeemed will be exchanged for one Holdco ordinary share.
- Holdco will apply to Nasdaq for listing under a new ticker.
- The transaction is structured to qualify as a tax-free reorganization under Section 351 of the Internal Revenue Code.
Gemini Valuation Services, LLC provided a fairness opinion concluding the consideration is fair from a financial point of view to the SPAC and its holders.
Regulatory filings and timing:
- Form F-4 was confidentially submitted to the SEC on December 29, 2025; the SEC issued comments in March 2026 and the company is preparing responses with a target confidential resubmission in H2 2026.
- Completion is subject to SEC review, shareholder approvals, regulatory requirements, and customary closing conditions.
- The company aims to complete the transaction before the mandatory liquidation date of November 2, 2026.
Current status: The deal is in the due diligence and regulatory review stage, with submission and resubmission activity ongoing.

Revenues: $0 to date; operating revenues are not expected until after the initial business combination.
Funds in trust: approximately $648,000 as of May 31, 2026 (subject to redemptions and any extension-related changes).
Redemptions: Extension-related redemptions reduced the trust balance; approximately $134,806,989 was distributed to redeeming public shareholders across extension events.
Outstanding securities (as of May 31, 2026):
- Class A ordinary shares outstanding: 3,214,738, consisting of:
  - 52,239 publicly-held Class A shares
  - 3,162,499 founder shares (converted to Class A)
Public and private equity instruments:
- Public warrants were issued as part of the IPO to purchase Class A ordinary shares at $11.50 per share; private warrants were issued to the sponsor.
Debt:
- Unsecured promissory note: $300,000 issued May 19, 2026, to TAG INTL DMCC; interest 12% per annum; repayable in full by May 19, 2027. Note funding occurred May 26, 2026.
Post-extension financing needs: The company has acknowledged the need for third-party financing to complete a meaningful business combination given reduced trust cash from redemptions.

Nasdaq delisting: Delisted from Nasdaq on November 5, 2024 for failing to complete a business combination within 36 months of the IPO.
Trading venue post-delisting:
- Traded on the OTC Pink Market beginning November 6, 2024.
- Moved to the OTC Expert Market under tickers CCTSF (Class A shares), CTSWF (public warrants), and CTSUF (units) since April 15, 2026.
Relisting prospects: The combined company intends to apply for a Nasdaq listing after closing the Tembo transaction, but relisting is not guaranteed.
Governance and corporate structure:
- The sponsor alliance resulted in management and board changes.
- The amended and restated memorandum and articles of association provide redemption rights and other protections for public shareholders; sponsor shares and related agreements provide the sponsor with governance flexibility, subject to specified thresholds and safeguards.

The company has no operating revenues prior to the initial business combination and has acknowledged going concern considerations related to limited operating history and reduced trust funds.

April 19, 2021: Company formation (Cayman Islands).
November 2, 2021: IPO completed (12,650,000 units; $126.5 million gross).
February–May 2024: Sponsor alliance transfers and management/board changes.
August 29, 2024: Business Combination Agreement with Tembo signed.
November 5, 2024: Delisted from Nasdaq.
November 6, 2024: Began trading on OTC Pink Market.
October 31, 2025: Fourth extension approved, extending liquidation date to November 2, 2026.
December 29, 2025: Form F-4 confidentially submitted to the SEC (Tembo deal).
March 2026: SEC comment letter on Form F-4.
May 19, 2026: $300,000 promissory note issued to TAG INTL DMCC.
May 26, 2026: Promissory note funded.
May 31, 2026: Trust balance approximately $648,000; 3,214,738 Class A shares outstanding (including 3,162,499 founder shares and 52,239 publicly-held shares).
November 2, 2026: Mandatory liquidation date if no business combination is completed.

Notes

The active target is Tembo e-LV B.V., with Holdco planned to be Nasdaq-listed and Tembo’s operations integrated via a merger and share-exchange structure. The transaction remains subject to regulatory approvals, SEC review, and shareholder approvals and must meet closing conditions before the liquidation deadline.