Cactus Acquisition Corp. 1 Ltd

Cactus Acquisition Corp. 1 Ltd. is a blank check company formed on April 19, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company has generated no revenues to date and does not expect that it will generate operating revenues at the earliest, until it has completed its initial business combination. While the company may pursue a business combination target in any business or industry and across any geographical region, and historically focused its search on technology-based healthcare businesses domiciled in Israel, since the closing of the sponsor alliance and the appointment of new directors and a new management team, the company altered the focus of its search to emerging technology companies globally, and particularly those in the renewables sector. The company intends to acquire a high-quality growth business or asset that can generate attractive, risk-adjusted returns for stockholders, with a focus on companies that participate in the global energy transition ecosystem that are facilitating the way that energy is produced, stored, transmitted, distributed and consumed, all while reducing or mitigating greenhouse gas emissions. The company focuses on companies that serve key and evolving segments in the clean energy ecosystem, including those involved in carbon, hydrogen, sustainable agriculture, and renewable energy, which are becoming increasingly intertwined. Additional areas of focus include, but are not limited to, energy storage, distributed energy, zero-emission transportation, carbon utilization, low or carbon-free industrial applications and sustainable manufacturing. The company believes that clean energy and sustainability solutions are revolutionizing many traditional industries and creating numerous investment opportunities which are soundly driven by important long-term global trends, such as the cost of carbon emissions, regulatory incentive programs, and consumers’ increasing value placed on clean energy products and services, in addition to advancements in technology providing for more cost-effective solutions and alternatives to fossil fuels. The company believes that the regulatory frameworks incentivizing the adoption of sustainable practices and technologies will become increasingly favorable to the sectors that it is targeting.

The company faces intense competition from other entities having a business objective similar to its own and whose sponsor shareholders and/or affiliates have experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than the company does, and the company's financial resources are relatively limited when contrasted with those of many of these competitors. While the company believes there are numerous target businesses that it could potentially acquire with the net proceeds from its initial public offering and the sale of the private warrants, its ability to compete with respect to the acquisition of certain target businesses that are sizable is limited by its available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event the company seeks shareholder approval of its initial business combination, and it is obligated to pay cash for its Class A ordinary shares, it will potentially reduce the resources available to it for its initial business combination. The company may furthermore face competition from other newly-formed entities that may target a business combination transaction with similar focus areas as its own, which may intensify the competition that it faces in achieving its objective. In recent years, the number of SPACs that were formed and conducted their initial public offering increased materially, and many potential targets for SPACs have already entered into an initial business combination, while there are still many SPACs seeking targets for their initial business combination. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination. In addition, because there are more SPACs seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models has increased, which could cause targets companies to demand improved financial terms.

The company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company intends to effectuate its initial business combination using cash from the proceeds of the initial public offering, a private placement at the time of the business combination closing, its capital stock, debt or a combination of these as the consideration to be paid in its initial business combination. The company has generated no revenues to date, and it does not expect that it will generate operating revenues at the earliest, until it has completed its initial business combination. The company is not presently engaged in, and it will not engage in, any operations until its initial business combination. The company's principal means of identifying potential target businesses is through the extensive contacts and relationships of its sponsor, initial stockholders, officers and directors. Target business candidates are also brought to the company's attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.

On November 2, 2021, the company completed its initial public offering of 12,650,000 units, amounting to $10 per unit for a total of $126,500,000 ¹, with each unit consisting of one Cactus Class A ordinary share (12,650,000 total shares) and one-half of one Cactus public warrant (6,250,000 total public warrants). Each whole Cactus warrant entitles the holder thereof to purchase one Cactus Class A ordinary share at a price of $11.50 ² per share. An additional $2,530,000 ³ was invested by the initial sponsor for the benefit of the public shareholders to preserve a redemption value of $10.20 ⁴. Cactus raised total gross proceeds of $129,030,000 ⁵ in the IPO, and a total of $129,030,000 ⁶ was deposited into the Trust Account. Concurrently with the closing of the initial public offering, Cactus completed the private sale of 4,866,667 ⁷ private warrants to its initial sponsor, Cactus Healthcare Management LP, at a purchase price of $1.50 ⁸ per private placement warrant, generating aggregate gross proceeds of $7,300,000 ⁹ for Cactus working capital and IPO-related closing costs. A Cactus private warrant entitles the holder to purchase one Cactus Class A ordinary share at an exercise price of $11.50 ¹⁰ per share. Prior to the consummation of the IPO, in May 2021, the initial sponsor purchased 2,875,000 ¹¹ founders shares in Cactus for an aggregate purchase price of $25,000 ¹², or approximately $0.009 ¹³ per share. In October 2021, Cactus effected a stock share dividend of 0.1 ¹⁴ shares for each founder share outstanding, resulting in an aggregate of 3,162,500 ¹⁵ founder shares outstanding and held by the sponsor. On October 24, 2023, the original sponsor converted 3,162,499 ¹⁶ of the 3,162,500 ¹⁷ founders shares from Class B ordinary shares to Class A ordinary shares, leaving only 1 ¹⁸ Class B ordinary share outstanding. On February 9, 2024, the first sponsor, Cactus Healthcare Management, L.P., entered into a sponsor securities purchase agreement with EVGI Limited, the second sponsor, pursuant to which, on February 23, 2024, Cactus LP transferred to EVGI 80% ¹⁹ 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 second sponsor, and ARWM Pte Limited, the third sponsor, pursuant to which, on May 16, 2024, EVGI transferred to ARWM 100% ²⁰ of the Cactus securities owned by EVGI. On August 29, 2024, the company signed a Business Combination Agreement with Tembo e-LV B.V., 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 ²¹ and will be paid entirely in the form of newly issued ordinary shares of new combined company, with each share valued at $10.00 ²². The company confidentially submitted a Form F-4 registration statement to the U.S. Securities and Exchange Commission on December 29, 2025 ²³, in connection with the planned business combination with Tembo, and received a comment letter from the SEC in March 2026 ²⁴. The company is targeting a confidential resubmission of the amended Form F-4 during the second half of 2026 ²⁵ and continues to work toward completing the proposed business combination prior to the mandatory liquidation date of November 2, 2026 ²⁶. On October 29, 2024, the company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that because it 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 therefore subject to delisting. Trading in the company's securities on NASDAQ was suspended at the opening of business on November 5, 2024 ²⁷ and trading of its securities on the OTC market commenced on November 6, 2024 ²⁸, under the symbol CCTSF. On October 31, 2025, the company held an extraordinary general meeting at which its shareholders voted to approve the Fourth Extension, which extended the mandatory liquidation date from November 2, 2025 to November 2, 2026 ²⁹. A total of 711,333 ³⁰ Class A ordinary shares were redeemed in connection with the Fourth Extension, resulting in 3,214,738 ³¹ Class A ordinary shares outstanding, consisting of 52,239 ³² publicly-held Class A ordinary shares and 3,162,499 ³³ founders shares. Accordingly, on November 21, 2025, $8,676,000 ³⁴ was distributed from the Trust Account to the shareholders who redeemed their shares. On May 19, 2026, the company issued an unsecured promissory note to TAG INTL DMCC, a company incorporated in United Arab Emirates, an unrelated party, with a principal amount of $300,000 ³⁵. The Note, which was funded on May 26, 2026 ³⁶, and bears interest at 12% ³⁷ per annum, is repayable in full on or prior to May 19, 2027 ³⁸.

The company's acquisition and value creation strategy is to identify, acquire and, after its initial business combination, enhance the growth of a company in the clean and sustainable energy industry that complements the experience and expertise of its new management team, board members and advisors. The company's selection process leverages its team's extensive global network of relationships, deep industry knowledge across multiple geographies, transaction execution experience and deal sourcing capabilities that provide access to a broad spectrum of acquisition opportunities. The company's goal is to identify and pursue businesses that participate in the global energy transition ecosystem that are facilitating the way that energy is produced, stored, transmitted, distributed and consumed, all while reducing or mitigating greenhouse gas emissions. The company focuses on companies that serve key and evolving segments in the clean energy ecosystem, including those involved in carbon, hydrogen, sustainable agriculture, and renewable energy, which are becoming increasingly intertwined. Additional areas of focus include, but are not limited to, energy storage, distributed energy, zero-emission transportation, carbon utilization, low or carbon-free industrial applications and sustainable manufacturing. The company believes that clean energy and sustainability solutions are revolutionizing many traditional industries and creating numerous investment opportunities which are soundly driven by important long-term global trends, such as the cost of carbon emissions, regulatory incentive programs, and consumers' increasing value placed on clean energy products and services, in addition to advancements in technology providing for more cost-effective solutions and alternatives to fossil fuels. The company believes that the regulatory frameworks incentivizing the adoption of sustainable practices and technologies will become increasingly favorable to the sectors that it is targeting. These trends provide long-term benefits for companies that develop and distribute services and products that take part of an integrated approach to the continued decarbonization of the economy. The company's team is uniquely positioned to source and evaluate deals globally. The company believes that its expertise and experience in major worldwide markets allow it to source and compare targets across markets, offering it the broadest pool of targets and the possibility to maximize returns. In addition to attractive targets in the U.S. and other developed markets, the company has access to companies in other world markets which offer, in some cases, highly attractive growth prospects at more advantageous valuation multiples. The company's team also has access to proprietary opportunities across the globe within the clean and sustainable energy space that can be leveraged to drive value. The company's management team is unique in that it has executives that have operated across continents and have team members on the ground in multiple jurisdictions, enabling it to identify and evaluate rapidly growing businesses at an early stage. The company's management team also has access to proprietary global deal flow from its family office and other investor relationships. Additionally, members of the company's management team have exceptional regulatory backgrounds and insights. The company's team has a demonstrated extensive track record of value creation and enhancement with clean and sustainable energy. The company's team's experience, resources and track record includes founding successful startups across multiple industries, venture capital investing and startup advisory, sustainable infrastructure project development, financing and execution, acquiring and integrating private investment companies, financial institution assets and taking them public, and international expansion. The company believes that its team has the experience, resources and track record to execute a successful transaction, the operational expertise to navigate the financial regulatory landscape and an understanding of purchasing, integrating and growing clean energy assets. The company understands value at each stage of the financial life cycle, allowing it to evaluate not only what transactions make sense, but also those on which it should pass. The following differentiated value propositions will allow the company to bring to the public market a highly attractive business: successful investment and M&A track record across public and private markets; established deep relationships and insights within private equity and clean energy sectors globally; proven experience in consummating transactions; operational expertise to add value and help grow and optimize businesses post-acquisition; decades of experience in clean energy and technology investing; sustainable infrastructure project development and execution; leadership team; proprietary deal flow; and comprehensive set of competencies in clean energy, decarbonization and other energy transition investment themes.

The company has one officer, who acts as the Chief Executive Officer and a Principal Accounting Officer. Members of the company's management team are not obligated to devote any specific number of hours to its matters, but they intend to devote as much of their time as they deem necessary to its affairs until the company has completed its initial business combination. The amount of time that the company's officers or any other members of its management team devote in any time period varies based on the status of the pursuit of a target business for its initial business combination and the current stage of the business combination process. The company is an emerging growth company as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012. As such, the company is eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including exemptions from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced executive compensation disclosures, and the requirement to hold a non-binding advisory vote on executive compensation. The company will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing date of its initial public offering, (b) in which it has total annual gross revenue of at least $1.235 billion ³⁹, or (c) in which it is deemed to be a large accelerated filer; or (2) the date on which it issues more than $1.0 billion ⁴⁰ in non-convertible debt securities during the prior three-year period. Additionally, the company is a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and may take advantage of reduced disclosure obligations, including providing only two years of audited financial statements and limiting comparative annual period disclosures. The company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of its ordinary shares held by non-affiliates equals or exceeds $250 million ⁴¹ as of the end of that year's second fiscal quarter, or (2) its annual revenues equal or exceed $100 million ⁴² and the market value of its ordinary shares held by non-affiliates equals or exceeds $700 million ⁴³ as of the end of that year's second fiscal quarter.

The company has generated no revenues to date, and it does not expect that it will generate operating revenues at the earliest, until it has completed its initial business combination. The company's financial position is characterized by the funds available in its trust fund in an amount of $648,000 ⁴⁴ as of May 31, 2026, which amount will be reduced as a result of any redemptions in connection with any future extension meeting and/or a meeting to approve a business combination. As of May 31, 2026, approximately $10,000 ⁴⁵ is available to the company outside of the trust account to fund its working capital requirements. The company is incurring significant costs in pursuit of its acquisition plans. The notes to the financial statements included in this Annual Report contain an explanatory paragraph that expresses substantial doubt about the company's ability to continue as a going concern. The company's ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If the company is unable to complete its initial business combination within the prescribed time frame, it will cease all operations except for the purpose of winding up and it will redeem its public shares and liquidate, in which case its public shareholders may receive only $11.79 ⁴⁶ per share, or less than such amount in certain circumstances, and its warrants will expire worthless.

The company's primary growth vector is the proposed business combination with Tembo e-LV B.V., a private company incorporated under the laws of the Netherlands, which was signed on August 29, 2024. Under the Business Combination Agreement, the consideration to be paid to the equity holders of Tembo is $838 million ⁴⁷ and will be paid entirely in the form of newly issued ordinary shares of the new combined company, with each share valued at $10.00 ⁴⁸. The transaction is structured as a multi-step process pursuant to which Tembo Holdco N.V. will become a publicly traded company on the Nasdaq Stock Market. The company confidentially submitted a Form F-4 registration statement to the SEC on December 29, 2025 ⁴⁹, received a comment letter from the SEC in March 2026 ⁵⁰, and is targeting a confidential resubmission of the amended Form F-4 during the second half of 2026 ⁵¹, continuing to work toward completing the proposed business combination prior to the mandatory liquidation date of November 2, 2026 ⁵². The combined company intends to apply for up-listing on the Nasdaq Stock Market in connection with the completion of the business combination. The company's management team has access to proprietary global deal flow from its family office and other investor relationships, and the team has a demonstrated extensive track record of value creation and enhancement with clean and sustainable energy, including founding successful startups across multiple industries, venture capital investing and startup advisory, sustainable infrastructure project development, financing and execution, acquiring and integrating private investment companies, financial institution assets and taking them public, and international expansion.

The company's second major growth vector is its focus on the global energy transition ecosystem, targeting businesses that are facilitating the way that energy is produced, stored, transmitted, distributed and consumed, all while reducing or mitigating greenhouse gas emissions. The company focuses on companies that serve key and evolving segments in the clean energy ecosystem, including those involved in carbon, hydrogen, sustainable agriculture, and renewable energy, which are becoming increasingly intertwined. Additional areas of focus include, but are not limited to, energy storage, distributed energy, zero-emission transportation, carbon utilization, low or carbon-free industrial applications and sustainable manufacturing. The company believes that clean energy and sustainability solutions are revolutionizing many traditional industries and creating numerous investment opportunities which are soundly driven by important long-term global trends, such as the cost of carbon emissions, regulatory incentive programs, and consumers' increasing value placed on clean energy products and services, in addition to advancements in technology providing for more cost-effective solutions and alternatives to fossil fuels. The company believes that the regulatory frameworks incentivizing the adoption of sustainable practices and technologies will become increasingly favorable to the sectors that it is targeting. These trends provide long-term benefits for companies that develop and distribute services and products that take part of an integrated approach to the continued decarbonization of the economy. The company's team is uniquely positioned to source and evaluate deals globally, with access to proprietary opportunities across the globe within the clean and sustainable energy space that can be leveraged to drive value.

The company does not provide specific margin or cost outlook figures in the filing. The company is incurring significant costs in pursuit of its acquisition plans, and the funds available to it outside of the trust account are in the view of management insufficient to allow it to operate for the remainder of the combination period. As of May 31, 2026, approximately $10,000 ⁵³ is available to the company outside of the trust account to fund its working capital requirements. The company is dependent on additional loans from third parties to fund its activities.

The company's operational outlook is centered on completing its initial business combination with Tembo e-LV B.V. prior to the mandatory liquidation date of November 2, 2026 ⁵⁴. The company has one officer, who acts as the Chief Executive Officer and a Principal Accounting Officer. Members of the company's management team are not obligated to devote any specific number of hours to its matters, but they intend to devote as much of their time as they deem necessary to its affairs until the company has completed its initial business combination. The company is in the process of implementing remediation plans to address the material weaknesses identified in its internal control over financial reporting, which include hiring additional accounting personnel and implementing enhanced control procedures.

The company does not provide specific R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy with exact figures in the filing. The company has requested loans from several third parties to fund its operations. On May 19, 2026, the company issued an unsecured promissory note to TAG INTL DMCC with a principal amount of $300,000 ⁵⁵, which bears interest at 12% ⁵⁶ per annum and is repayable in full on or prior to May 19, 2027 ⁵⁷.

The company faces significant structural headwinds and execution risks. The company has been delisted from the Nasdaq Stock Market and may face challenges in relisting or qualifying the combined company for listing on a major U.S. exchange. The inability to relist could adversely impact the attractiveness of a potential business combination partner and may reduce investor interest or market valuation. The company may be unable to obtain on reasonable terms or at all additional financing to continue operations, complete its initial business combination or to fund the operations and growth of a target business, which could compel it to restructure or abandon a particular business combination. The market for financings of initial business combinations of SPACs has been very difficult over the past several years, with financings often available only on terms that are onerous to the combined company following the business combination, or not at all. The company's search for a business combination, and any target business with which it ultimately consummates a business combination, may be materially adversely affected by unfavorable macro-economic trends, ongoing military conflicts and other geopolitical uncertainties. Certain global macro-economic trends that developed in the aftermath of the COVID-19 pandemic have been adversely impacting the global economic environment. Supply chain delays, initially caused by closures during the pandemic, and rising shipping costs, which have been exacerbated by the ongoing Russian invasion of the Ukraine, have contributed towards inflationary pressures on many goods and commodities globally. The high rates of inflation globally have caused governments and central banks to act to curb inflation, including by raising interest rates, which has been inhibiting economic activity and access to capital markets, and may cause a recession, whether in individual countries or regions, or globally. Additionally, ongoing conflicts between Israel and Hamas, and Israel, the United States, and Iran, have continued to cause disruptions in the U.S. and global economy. These and other global and regional conditions may adversely impact the company's business and its ability to consummate its initial business combination.

The company faces the risk that it may not be able to complete its initial business combination within the prescribed time frame, in which case it would cease all operations except for the purpose of winding up and it would redeem its public shares and liquidate, in which case its public shareholders may receive only $11.79 ⁵⁸ per share, or less than such amount in certain circumstances, and its warrants will expire worthless. The company must complete its initial business combination within the combination period, or November 2, 2026 ⁵⁹. The company's ability to complete its initial business combination within the combination period could be adversely affected by the sponsor alliance, insofar as it has resulted in significant changes to its management team and the replacement of all members of the Board. The company's ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. The company is not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, shareholders may have no assurance from an independent source that the price the company is paying for the business is fair to the company from a financial point of view. The company may only be able to complete one business combination with the proceeds from its initial public offering and the sale of the private warrants, along with funding from third party sources (which may not be available), which will cause it to be solely dependent on a single business which may have a limited number of products or services, or product candidates. This lack of diversification may negatively impact its operations and profitability.

The company faces material risks related to its ability to complete its initial business combination with Tembo e-LV B.V. before the mandatory liquidation date of November 2, 2026 ⁶⁰, as failure to do so would result in liquidation and shareholders receiving only $11.79 ⁶¹ per share, with warrants expiring worthless. The company has been delisted from Nasdaq, which limits liquidity and may hinder its ability to relist the combined company on a national securities exchange. The company's trust account has been significantly depleted by redemptions, with approximately $641,000 ⁶² remaining as of May 31, 2026, and only $10,000 ⁶³ available outside the trust account for working capital, creating substantial doubt about its ability to continue as a going concern and forcing reliance on third-party financing that may not be available on acceptable terms. The company has identified material weaknesses in its internal control over financial reporting, which management concluded was not effective as of December 31, 2025, increasing the risk of material errors in financial statements. Additionally, the company's sponsor, ARWM Inc Pte. Ltd, is controlled by non-U.S. persons, which could subject a business combination with a U.S. target to review by the Committee on Foreign Investment in the United States, potentially delaying or prohibiting the transaction.

The overall tone of management's message, as reflected in the filing, is one of urgency and determination to complete the proposed business combination with Tembo e-LV B.V. before the mandatory liquidation deadline. Management emphasizes that the company is targeting a confidential resubmission of the amended Form F-4 during the second half of 2026 ⁶⁴ and continues to work toward completing the proposed business combination prior to the mandatory liquidation date of November 2, 2026 ⁶⁵. The two or three strategic priorities emphasized are: first, completing the business combination with Tembo e-LV B.V., which involves finalizing responses to the SEC comment letter received in March 2026 ⁶⁶ and updating the registration statement; second, securing additional financing to support operations and the transaction, as the funds available outside the trust account are insufficient, with approximately $10,000 ⁶⁷ available as of May 31, 2026; and third, addressing the material weaknesses identified in internal control over financial reporting by implementing remediation plans that include hiring additional accounting personnel and implementing enhanced control procedures. Management acknowledges that if a business combination is not consummated by November 2, 2026 ⁶⁸, there will be a mandatory liquidation and subsequent dissolution of the company, and there is no guarantee that such an initial business combination will be completed.