Cactus Acquisition Corp. 1 Ltd. Files 8-K

TL;DR

Cactus Acquisition Corp. 1 Ltd. filed an 8-K on 8/29/24 detailing its shares and warrants.

AI Summary

Cactus Acquisition Corp. 1 Ltd. filed an 8-K on August 29, 2024, reporting on its business and financial condition. The filing details the company's structure, including Class A Ordinary Shares and Redeemable Warrants, and provides its business address in Cranbury, NJ.

Why It Matters

This 8-K filing provides an update on Cactus Acquisition Corp. 1 Ltd.'s corporate structure and financial reporting, which is important for investors to understand the company's status.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant new risks.

Key Players & Entities

• Cactus Acquisition Corp. 1 Ltd. (company) — Registrant
• August 29, 2024 (date) — Date of Report
• 4B Cedar Brook Drive (address) — Business Address
• Cranbury, NJ (location) — Business Address City/State
• Class A Ordinary Shares (security) — Company Stock
• Redeemable Warrants (security) — Company Warrants

FAQ

Key Financial Figures

• $0.0001 — LLC Class A ordinary shares, par value $0.0001 per share CCTS The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 CCTSW The Nasdaq Stock Market LLC

Filing Documents

• ccts20240826_8k.htm (8-K) — 45KB
• ex_718387.htm (EX-99.1) — 22KB
• 0001437749-24-027990.txt ( ) — 235KB
• ccts-20240829.xsd (EX-101.SCH) — 4KB
• ccts-20240829_def.xml (EX-101.DEF) — 14KB
• ccts-20240829_lab.xml (EX-101.LAB) — 18KB
• ccts-20240829_pre.xml (EX-101.PRE) — 14KB
• ccts20240826_8k_htm.xml (XML) — 6KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On August 29, 2024, Tembo e-LV B.V. (" Tembo "), a private company with limited liability incorporated under the laws of the Netherlands and a subsidiary of VivoPower International PLC (" VivoPower "), a Nasdaq-listed company, issued a press release announcing that it signed a Business Combination Agreement (the " Business Combination Agreement ") with Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (" CCTS "), VivoPower, Tembo Group B.V., a private company with limited liability incorporated under the laws of the Netherlands and a wholly-owned subsidiary of Tembo (" Holdco ") and Tembo EUV Investment Corporation Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Holdco (" Merger Sub "), providing for a business combination between CCTS and Tembo (the " Business Combination "). Pursuant to the Business Combination Agreement, among other things, (i) each shareholder of Tembo will contribute and transfer each share of Tembo held by it to Holdco in exchange for ordinary shares of Holdco (the " Share Exchange ") and (ii) following the Share Exchange, Merger Sub will merge with and into CCTS, with CCTS surviving such merger as a wholly-owned subsidiary of Holdco (the " Merger ") and by virtue of the Merger, each outstanding security of CCTS immediately prior to the effective time of the Merger will automatically convert into the right to receive a substantially equivalent security of Holdco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements The information in this Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "may," "will," "expect," "continue," "should," "would," "anticipate," "believe," "seek," "target," "predict," "potential," "seem," "future," "outlook" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forwardlooking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and projections of market opportunity and market share; references with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance of CCTS, Tembo and Holdco following the proposed Business Combination; changes in the market for Tembo's products and services and expansion plans and opportunities; Tembo's ability to successfully execute its expansion plans and business initiatives; ability for Tembo to raise funds to support its business; the sources and uses of cash of the proposed Business Combination; the anticipated capitalization and enterprise value of Holdco following the consummation of the proposed Business Combination; the projected technological developments of Tembo and its competitors; ability of Tembo to control costs associated with operations; the ability to manufacture efficiently at scale; anticipated investments in research and development and the effect of these investments and timing related to commercial product launches; and expectations related to the terms and timing of the proposed Business Combination. These statements a

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed herewith: 99.1 Press Release, dated August 29, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CACTUS ACQUISITION CORP. 1 LTD. Date: August 29, 2024 By: /s/ Gary Challinor Gary Challinor Chief Executive Officer

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View this 8-K filing on SEC EDGAR