Cactus Acquisition Corp. 1 Ltd

What they do

The company is a blank check company incorporated on April 19, 2021 for the purpose of effecting a merger, share exchange, asset acquisition or similar business combination with one or more businesses. It completed a $126.5 million IPO in November 2021 and has generated no revenues to date. Its search focus has shifted with successive sponsors, from technology-based healthcare businesses domiciled in Israel to emerging technology companies globally, and particularly those in the renewables sector. It signed a Business Combination Agreement with Tembo e-LV B.V. on August 29, 2024.

Revenue drivers

• Pre-business-combination operations — No operating revenue has ever been generated; the company states it does not expect to generate operating revenues until at least the completion of an initial business combination.
• Trust account interest and IPO proceeds — The $129,030,000 of gross IPO proceeds and private-placement warrant proceeds funded operations and the trust; as of May 31, 2026 only approximately $641,000 remained in the trust account after redemptions.
• Sponsor-funded working capital — Working capital has been funded by the initial sponsor's $7,300,000 private placement of 4,866,667 warrants and subsequent sponsor arrangements rather than by revenue.
• Post-combination target operations — Any future revenue would come from the target company, Tembo e-LV B.V., if the pending business combination closes; no target financials are provided in these excerpts.

Recent performance

The company reported net income of $894,000 in 2022, $1.6 million in 2023, a loss of $1.3 million in 2024, and a loss of $559,000 in 2025. Operating cash flow was $1.1 million in 2022, $2.2 million in 2023, negative $415,000 in 2024, and negative $130,000 in 2025. At June 30, 2026, total assets were $789,000, cash and equivalents were $131,000, and shareholder equity was negative $3.3 million, with a working capital deficiency of $3,262,000. Total liabilities were $2.3 million at December 31, 2024.

Strategy

Management is focused on consummating the business combination with Tembo e-LV B.V. under the August 29, 2024 agreement. The company confidentially submitted a Form F-4 registration statement to the SEC on December 29, 2025 and received an SEC comment letter in March 2026. It is finalizing responses and targeting a confidential resubmission of the amended Form F-4 during the second half of 2026. Management continues to work toward closing before the mandatory liquidation date of November 2, 2026, subject to SEC review, shareholder approvals, regulatory requirements and customary closing conditions.

Risks

• Redemption-driven failure of the combination — Public shareholders have redeemed 12,597,761 Class A ordinary shares across the extension and articles amendment meetings, distributing approximately $134,806,989 from the trust account and leaving only 52,239 public shares and about $641,000 in trust as of May 31, 2026.
• Liquidation deadline and cash shortfall — The company had $131,000 of cash and a $3,262,000 working capital deficiency at June 30, 2026 and must complete a business combination before the November 2, 2026 mandatory liquidation date.
• Delisting and OTC trading — Trading on Nasdaq was suspended at the opening of business on November 5, 2024 and moved to the OTC market on November 6, 2024 under the symbol CCTSFF, which may reduce liquidity for holders.
• Completion subject to unresolved approvals — The Tembo combination remains subject to SEC review, shareholder approvals, regulatory requirements and customary closing items, and the company received an SEC comment letter in March 2026.

Outlook

Management is targeting a confidential resubmission of the amended Form F-4 during the second half of 2026 and continues to work toward completing the Tembo business combination before the mandatory liquidation date of November 2, 2026. Completion remains subject to SEC review, shareholder approvals, regulatory requirements, and satisfaction of customary closing items. The company states it cannot assure that its plans to raise capital or complete an initial business combination will be successful.