Cactus SPAC Extends Deadline, Net Loss Widens Amid Trust Account Shrink

Ticker: CTSUF · Form: 10-Q · Filed: Nov 19, 2025 · CIK: 1865861

Cactus Acquisition CORP. 1 LTD 10-Q Filing Summary
FieldDetail
CompanyCactus Acquisition CORP. 1 LTD (CTSUF)
Form Type10-Q
Filed DateNov 19, 2025
Risk Levelhigh
Pages16
Reading Time19 min
Key Dollar Amounts$0.0001, $11.50
Sentimentbearish

Sentiment: bearish

Topics: SPAC, Blank Check Company, De-SPAC, Energy Renewables, Net Loss, Trust Account, Extension

Related Tickers: CTSUF, CCTSF, CTSWF

TL;DR

**Cactus Acquisition Corp. 1 Ltd. is a zombie SPAC, bleeding cash and relying on repeated extensions, making its proposed Tembo e-LV B.V. merger a high-risk gamble.**

AI Summary

Cactus Acquisition Corp. 1 Ltd. (CTSUF) reported a net loss of $359,000 for the nine months ended September 30, 2025, an increase from a net loss of $306,000 in the same period of 2024. Interest earned on marketable securities held in the trust account significantly decreased to $283,000 for the nine months ended September 30, 2025, down from $840,000 in the prior year, indicating a smaller trust account balance or lower interest rates. Operating expenses decreased from $936,000 to $542,000, and financial expenses also fell from $210,000 to $100,000 year-over-year. The company's cash held in the trust account increased slightly to $9.263 million as of September 30, 2025, from $8.980 million at December 31, 2024. Total current liabilities rose to $2.753 million from $2.273 million, driven by increases in accrued expenses, sponsor loans, and promissory notes. The company extended its deadline for an initial business combination to November 2, 2026, following a shareholder vote on October 31, 2025, and is pursuing a combination with Tembo e-LV B.V. as per an agreement dated August 29, 2024.

Why It Matters

For investors, the widening net loss to $359,000 and the significant drop in trust account interest income to $283,000 signal potential challenges in sustaining operations without a successful business combination. The repeated extensions of the business combination deadline, now to November 2, 2026, and the ongoing sponsor changes (from Cactus Healthcare Management, L.P. to EVGI Limited, then to ARWM Pte Limited) introduce uncertainty and may deter new investors. The proposed merger with Tembo e-LV B.V. in the energy renewables sector offers a potential path forward, but the company's financial health and ability to close the deal are critical. Competitively, the SPAC market remains challenging, and Cactus's declining trust assets and increasing liabilities could make it less attractive compared to other SPACs with stronger financial positions or clearer paths to de-SPAC transactions.

Risk Assessment

Risk Level: high — The company's risk level is high due to its status as a blank check company with a history of net losses, including a $359,000 net loss for the nine months ended September 30, 2025. The trust account, which holds funds for a potential business combination, has seen a significant decrease in interest earned from $840,000 in 2024 to $283,000 in 2025, indicating a shrinking asset base available for redemptions or the target acquisition. Furthermore, the company has repeatedly extended its deadline for an initial business combination, now to November 2, 2026, which often signals difficulty in finding or closing a suitable target.

Analyst Insight

Investors should exercise extreme caution and consider divesting, as the company's widening net loss, declining trust account interest, and repeated deadline extensions indicate significant operational and execution risks. Monitor the progress of the Tembo e-LV B.V. merger closely, but be prepared for potential further delays or termination, which could lead to liquidation and a return of only the trust value per share, currently $12.13.

Financial Highlights

debt To Equity
N/A
revenue
N/A
operating Margin
N/A
total Assets
N/A
total Debt
N/A
net Income
-$359,000
eps
N/A
gross Margin
N/A
cash Position
$9.263 million
revenue Growth
N/A

Key Numbers

Key Players & Entities

FAQ

What is Cactus Acquisition Corp. 1 Ltd.'s current financial performance?

Cactus Acquisition Corp. 1 Ltd. reported a net loss of $359,000 for the nine months ended September 30, 2025, which is an increase from the $306,000 net loss reported for the same period in 2024. Interest earned on the trust account also significantly decreased to $283,000 from $840,000.

What is the status of Cactus Acquisition Corp. 1 Ltd.'s business combination?

Cactus Acquisition Corp. 1 Ltd. has entered into a Business Combination Agreement with Tembo e-LV B.V. on August 29, 2024. The deadline for completing an initial business combination has been extended to November 2, 2026, following an extraordinary general meeting on October 31, 2025.

How much cash does Cactus Acquisition Corp. 1 Ltd. hold in its trust account?

As of September 30, 2025, Cactus Acquisition Corp. 1 Ltd. held $9.263 million in its trust account. This is a slight increase from $8.980 million as of December 31, 2024.

What are the key risks for investors in Cactus Acquisition Corp. 1 Ltd.?

Key risks include the widening net loss of $359,000, the significant decrease in trust account interest income to $283,000, and the repeated extensions of the business combination deadline to November 2, 2026. These factors indicate potential difficulties in completing a merger and sustaining operations.

Who are the current sponsors of Cactus Acquisition Corp. 1 Ltd.?

The current sponsor of Cactus Acquisition Corp. 1 Ltd. is ARWM Pte Limited. This follows transfers from the original sponsor, Cactus Healthcare Management, L.P., to EVGI Limited, and then from EVGI Limited to ARWM Pte Limited.

What was the redemption value per share for Cactus Acquisition Corp. 1 Ltd. as of September 30, 2025?

As of September 30, 2025, the redemption value per Class A ordinary share subject to possible redemption for Cactus Acquisition Corp. 1 Ltd. was $12.13.

What is the focus of Cactus Acquisition Corp. 1 Ltd.'s search for a business combination target?

Initially, the company focused on technology-based healthcare businesses in Israel. However, after sponsor changes, the focus shifted to emerging technology companies globally, particularly those in the energy renewables sector.

How have Cactus Acquisition Corp. 1 Ltd.'s liabilities changed?

Total current liabilities for Cactus Acquisition Corp. 1 Ltd. increased to $2.753 million as of September 30, 2025, from $2.273 million at December 31, 2024. This rise is attributed to increases in accrued expenses, sponsor loans, and promissory notes.

What is the significance of the 'fourth extension' for Cactus Acquisition Corp. 1 Ltd.?

The 'fourth extension' refers to the approval on October 31, 2025, to extend the deadline for Cactus Acquisition Corp. 1 Ltd. to complete an initial business combination to November 2, 2026. This provides the company more time to finalize its merger with Tembo e-LV B.V.

What should investors consider regarding the declining interest income in Cactus Acquisition Corp. 1 Ltd.'s trust account?

The decline in interest income from $840,000 in 2024 to $283,000 in 2025 suggests either a smaller principal in the trust account due to redemptions or lower prevailing interest rates. This reduces the growth of the trust value, which is critical for public shareholders in the event of liquidation.

Risk Factors

Industry Context

The SPAC market has faced increased scrutiny and regulatory attention, leading to a more challenging environment for completing initial business combinations. Companies like Cactus Acquisition Corp. 1 Ltd. are navigating this landscape, facing pressure to find suitable targets within extended deadlines while managing operational costs and shareholder expectations.

Regulatory Implications

The Nasdaq delisting notice highlights the strict regulatory environment for SPACs. Failure to meet listing requirements or complete a business combination within prescribed timelines can lead to delisting, impacting liquidity and investor confidence. The company must actively address these compliance issues to maintain its public status.

What Investors Should Do

  1. Monitor the progress of the Tembo e-LV B.V. business combination.
  2. Evaluate the impact of increasing current liabilities on the company's financial flexibility.
  3. Assess the implications of the declining interest income from the trust account.
  4. Consider the risk of potential delisting from Nasdaq.

Key Dates

Glossary

Initial Business Combination
The acquisition or merger of a target company by a Special Purpose Acquisition Company (SPAC) that is the purpose for which the SPAC was formed. (Cactus Acquisition Corp. 1 Ltd. is operating under a deadline to complete this transaction.)
Trust Account
A segregated account where the proceeds from a SPAC's initial public offering are held in trust, typically invested in U.S. Treasury bills or money market funds, to be used for the business combination or returned to shareholders upon liquidation. (The balance and interest earned on this account are critical indicators of the SPAC's financial health and potential redemption value.)
Class A Ordinary Shares Subject to Possible Redemption
Shares issued by the SPAC during its IPO that holders have the right to redeem for a pro-rata share of the trust account proceeds if they do not wish to participate in the business combination. (The number of these shares and their redemption value directly impact the amount of capital available for the business combination.)
Emerging Growth Company
A company that meets certain criteria under the JOBS Act, allowing it to benefit from exemptions from some reporting and compliance requirements, including extended transition periods for adopting new accounting standards. (Cactus Acquisition Corp. 1 Ltd. is an EGC, which may affect comparability with other public companies due to differing accounting standards.)

Year-Over-Year Comparison

Compared to the prior year's comparable period, Cactus Acquisition Corp. 1 Ltd. has experienced a widening net loss, increasing from $306,000 to $359,000. While operating and financial expenses have decreased, this has been offset by a substantial decline in interest earned on the trust account, from $840,000 to $283,000. Total current liabilities have also increased, driven by accrued expenses and financing arrangements, indicating a more leveraged short-term financial position.

Filing Stats: 4,716 words · 19 min read · ~16 pages · Grade level 15.5 · Accepted 2025-11-19 17:25:37

Key Financial Figures

Filing Documents

Financial Statements

Item 1. Financial Statements. F-1 Unaudited Condensed Balance Sheets F-2 Unaudited Condensed Statement of Operations F-3 Unaudited Condensed Statements of Changes in Capital Deficiency F-4 Unaudited Condensed Statement of Cash Flows F-5 Notes to Condensed Financial Statements (unaudited) F-6

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 1

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk. 5

Controls and Procedures

Item 4. Controls and Procedures. 6 PART II 7

Legal Proceedings

Item 1. Legal Proceedings. 7

Risk Factors

Item 1A. Risk Factors. 7

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. 7

Cybersecurity

Item 1C. Cybersecurity. 7

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 7

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities. 8

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. 8

Other Information

Item 5. Other Information. 8

Exhibits

Item 6. Exhibits. 8

SIGNATURES

SIGNATURES 9 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 "

financial statements

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 CACTUS ACQUISITION CORP. 1 LIMITED NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued) NOTE 1 - GENERAL (continued) : 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. g. Notice of Delisting On October 29, 2024, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that because the Company had not completed an initial busines

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