Cactus Acquisition Corp. 1 Ltd. Files 8-K

TL;DR

Cactus Acquisition Corp. 1 Ltd. filed an 8-K on 8/29, detailing its share structure and warrant terms.

AI Summary

Cactus Acquisition Corp. 1 Ltd. filed an 8-K on August 29, 2024, reporting the entry into a material definitive agreement. The filing details the company's structure, including Class A Ordinary Shares and Redeemable Warrants, with warrants exercisable for Class A Ordinary Shares at $11.50.

Why It Matters

This filing indicates a significant contractual event for Cactus Acquisition Corp. 1 Ltd., potentially related to its business operations or future strategic moves.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting a definitive agreement and company structure, without immediate negative or positive financial implications disclosed.

Key Numbers

• 001-40981 — Commission File Number (SEC filing identifier for Cactus Acquisition Corp. 1 Ltd.)
• 1231 — Fiscal Year End (Indicates the end of the company's fiscal year.)

Key Players & Entities

• Cactus Acquisition Corp. 1 Ltd. (company) — Registrant
• August 29, 2024 (date) — Date of earliest event reported
• Class A Ordinary Shares (security) — Company stock type
• Redeemable Warrants (security) — Company warrant type
• $11.50 (dollar_amount) — Warrant exercise price

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
• $838,000,000 — paid to the equity holders of Tembo is $838,000,000, and will be paid entirely in the form
• $10.00 — es of Holdco, with each share valued at $10.00. Description of the Transactions On
• $5,000,001 — olders of CCTS), Holdco having at least $5,000,001 of net tangible assets (as determined i
• $12.00 — oldco ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits

Filing Documents

• ccts20240903_8k.htm (8-K) — 74KB
• ex_720600.htm (EX-2.1) — 601KB
• ex_720601.htm (EX-10.1) — 89KB
• ex_720602.htm (EX-10.2) — 51KB
• ex_720603.htm (EX-10.3) — 51KB
• 0001437749-24-028394.txt ( ) — 1185KB
• 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
• ccts20240903_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. BUSINESS COMBINATION AGREEMENT This section describes the material provisions of the Business Combination Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement. General Description of the Business Combination Agreement On August 29, 2024, Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (" CCTS "), entered into a Business Combination Agreement (the " Business Combination Agreement "), by and among (i) CCTS, (ii) VivoPower International PLC, a public limited company organized under the laws of England and Wales (" VivoPower "), (iii) Tembo e-LV B.V., a private company with limited liability incorporated under the laws of the Netherlands and a subsidiary of VivoPower (" Tembo "), (iv) 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 (v) Tembo EUV Investment Corporation Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (" Merger Sub "). Pursuant to the Business Combination Agreement, in connection with the Closing (as defined below), among other things, (i) each shareholder of Tembo (each, a " Company Shareholder ") will contribute and transfer each share of Tembo held by it to Holdco in exchange for ordinary shares of Holdco (the " Share Exchange "), (ii) immediately following the Share Exchange, the legal form of Holdco will be converted from a private company with limited liability to a public limited liability company (the " Holdco Reorganization ") and (iii) following the Holdco Reorganization, Merger Sub will merge wi

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 2.1* Business Combination Agreement, dated as of August 29, 2024, by and among Cactus Acquisition Corp. 1 Limited, Vivopower International PLC, Tembo e-LV B.V., Tembo Group B.V., and Tembo EUV Investment Corporation Limited. 10.1* Company Shareholder and Investor Support Agreement, dated as of August 29, 2024, by and among VivoPower International PLC, TAG INTL DMCC, Tembo e-LV B.V., Tembo Group B.V., Tembo EUV Investment Corporation Limited, and Cactus Acquisition Corp. 1 Limited. 10.2* Investor Support Agreement, dated as of August 29, 2024, by and among Cactus Acquisition Corp. 1 Limited, Tembo Group B.V., Tembo e-LV B.V., VivoPower International PLC and certain investors and shareholders of Cactus Acquisition Corp. 1 Limited. 10.3 Form of Lock-up Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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 (the " 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

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View this 8-K filing on SEC EDGAR