Cactus SPAC Seeks Third Extension to Avoid Liquidation, Finalize VivoPower Deal

TL;DR

**CTSUF is a zombie SPAC begging for more time; take the redemption premium and run, this deal is on life support.**

AI Summary

Cactus Acquisition Corp. 1 Ltd (CTSUF) is seeking shareholder approval to extend its business combination deadline from November 2, 2025, to November 2, 2026, to finalize its merger with VivoPower International PLC and its subsidiary Tembo e-LV B.V. Without this extension, the SPAC would be forced to liquidate. The company entered into a Business Combination Agreement on August 29, 2024, outlining a share exchange and merger where Cactus will become a wholly-owned subsidiary of Tembo Group B.V. Public shareholders have the option to redeem their Class A ordinary shares for approximately $12.16 per share, which is $0.37 higher than the market closing price of $11.79 on October 20, 2025. The Board unanimously recommends voting 'FOR' the extension, emphasizing its necessity to allow shareholders to vote on the proposed business combination. This is the third extension sought by Cactus, following previous extensions in May 2023 and November 2023, which saw significant redemptions and sponsor contributions to the Trust Account.

Why It Matters

This extension is critical for Cactus Acquisition Corp. 1 Ltd (CTSUF) as it directly impacts the viability of its proposed merger with VivoPower International PLC and Tembo e-LV B.V. For investors, it presents a choice: redeem shares for a premium over market price or hold for the potential upside of the business combination. Employees and customers of VivoPower and Tembo will see increased certainty regarding the merger's completion, which could unlock growth opportunities. In the competitive SPAC market, repeated extensions can signal challenges in deal execution, potentially affecting investor confidence and the company's ability to attract future capital.

Risk Assessment

Risk Level: high — The company is seeking its third extension, indicating significant delays in completing a business combination since its IPO in November 2021. The redemption price of approximately $12.16 per share is $0.37 higher than the market closing price of $11.79 on October 20, 2025, suggesting market skepticism about the SPAC's future value post-merger. This repeated need for extensions and the current market discount on shares point to high execution risk.

Analyst Insight

Investors should seriously consider exercising their redemption rights to receive approximately $12.16 per share, which offers a $0.37 premium over the October 20, 2025 market price of $11.79. For those willing to take on higher risk, holding shares means betting on the successful completion and future performance of the VivoPower/Tembo merger, which has already faced significant delays.

Financial Highlights

debt To Equity

N/A

revenue

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operating Margin

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total Assets

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total Debt

N/A

net Income

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eps

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gross Margin

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cash Position

N/A

revenue Growth

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Key Numbers

• $12.16 — Estimated per-share pro rata portion of Trust Account (Redemption price for Class A ordinary shares)
• $11.79 — Closing price of ordinary shares on OTC Pink Market (Market price on October 20, 2025)
• $0.37 — Premium of redemption price over market price (Difference between $12.16 redemption and $11.79 market price)
• November 2, 2025 — Current Termination Date for business combination (Original deadline before proposed extension)
• November 2, 2026 — Proposed Articles Extension Date (New deadline if extension is approved)
• August 29, 2024 — Date of Business Combination Agreement (Agreement with VivoPower and Tembo)
• October 31, 2025 — Date of Extraordinary General Meeting (Shareholders to vote on extension proposals)
• September 12, 2025 — Record date for voting eligibility (Shareholders of record on this date can vote)
• $8,000 — Fee for Solicitation Agent (Cost for Advantage Proxy, Inc. services)
• 2,875,000 — Founder Shares initially purchased by Original Sponsor (Initial Class B ordinary shares)

Key Players & Entities

• Cactus Acquisition Corp. 1 Ltd (company) — Registrant and SPAC
• VivoPower International PLC (company) — Target company in business combination
• Tembo e-LV B.V. (company) — Subsidiary of VivoPower and party to Business Combination Agreement
• Tembo Group B.V. (company) — Wholly-owned subsidiary of Tembo and Holdco in merger structure
• Adam Ridgway (person) — Chief Executive Officer of Cactus Acquisition Corp. 1 Ltd
• ARWM Inc Pte. Ltd. (company) — Current Sponsor holding Class B ordinary shares
• Continental Stock Transfer & Trust Company (company) — Transfer agent and trustee for the Trust Account
• Advantage Proxy, Inc (company) — Solicitation Agent for proxy materials
• Loeb & Loeb LLP (company) — Location of the extraordinary general meeting
• Securities and Exchange Commission (regulator) — Regulates the filing of DEF 14A

FAQ

Risk Factors

• Liquidation Risk Without Extension [high — financial]: Cactus Acquisition Corp. 1 Ltd faces mandatory liquidation if shareholders do not approve the extension of the business combination deadline from November 2, 2025, to November 2, 2026. This would result in the loss of the SPAC's purpose and potential loss of invested capital for shareholders.
• Shareholder Redemptions [medium — financial]: The proposed business combination with VivoPower International PLC and Tembo e-LV B.V. allows public shareholders to redeem their Class A ordinary shares for approximately $12.16 per share. This redemption price is higher than the current market price of $11.79, potentially leading to significant redemptions and reducing the capital available for the business combination.
• Dependence on Business Combination Completion [high — operational]: The company's existence is contingent on successfully completing a business combination. The extension is critical to finalize the merger with VivoPower and Tembo. Failure to complete this transaction by the new deadline would lead to liquidation.
• Sponsor Contributions and Trust Account [medium — financial]: Previous extensions have necessitated sponsor contributions to the Trust Account to offset redemptions. Further redemptions could require additional sponsor support or impact the available funds for the business combination.

Industry Context

Cactus Acquisition Corp. 1 Ltd operates within the Special Purpose Acquisition Company (SPAC) sector, which has seen significant evolution. The market for SPACs is characterized by a race against time to complete a business combination before liquidation. Companies like Cactus are under pressure to find suitable targets and navigate regulatory environments, especially as investor sentiment and market conditions fluctuate.

Regulatory Implications

As a Cayman Islands exempted company, Cactus Acquisition Corp. 1 Ltd is subject to the regulations governing SPACs and public companies in its listing jurisdiction and the SEC. The extension proposal requires shareholder approval and adherence to proxy solicitation rules. Failure to comply with these regulations could lead to penalties or hinder the business combination process.

What Investors Should Do

1. Review the proposed amendment to the Articles of Association carefully.
2. Evaluate the redemption option versus holding shares.
3. Vote on the Articles Extension Proposal.
4. Consider the Adjournment Proposal.

Key Dates

• 2025-11-02: Current Termination Date for business combination — This is the deadline by which Cactus Acquisition Corp. 1 Ltd must complete its initial business combination, failing which it will liquidate.
• 2026-11-02: Proposed Articles Extension Date — If approved, this date extends the deadline for the business combination, providing more time to finalize the merger with VivoPower and Tembo.
• 2024-08-29: Date of Business Combination Agreement — This marks the formal agreement between Cactus Acquisition Corp. 1 Ltd and VivoPower International PLC and its subsidiary Tembo e-LV B.V. to merge.
• 2025-10-31: Extraordinary General Meeting — Shareholders will vote on the proposal to extend the business combination deadline and other related matters.
• 2025-09-12: Record date for voting eligibility — Shareholders who owned shares on this date are eligible to vote at the Extraordinary General Meeting.
• 2021-11-02: IPO Closing Date — This was the date Cactus Acquisition Corp. 1 Ltd completed its Initial Public Offering, selling 12,650,000 units.

Glossary

SPAC

Special Purpose Acquisition Company. A shell company that is created to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (Cactus Acquisition Corp. 1 Ltd is a SPAC seeking to complete a business combination.)

Business Combination

The merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses that a SPAC is formed to effect. (The core purpose of Cactus Acquisition Corp. 1 Ltd is to complete a business combination with VivoPower and Tembo.)

Trust Account

A segregated account where the proceeds from a SPAC's IPO are held until a business combination is completed or the SPAC liquidates. (The redemption price is based on the pro rata portion of funds in the Trust Account.)

Redemption

The right of public shareholders to have their shares repurchased by the SPAC for a specified price, typically from the Trust Account, usually in connection with a business combination vote or liquidation. (Shareholders can redeem their shares for approximately $12.16 per share, impacting the capital available for the merger.)

Founder Shares

Shares typically purchased by the SPAC's sponsor or founders at a nominal price before the IPO, often carrying different voting rights or conversion terms than public shares. (The Original Sponsor purchased 2,875,000 Founder Shares for $25,000.)

Class A Ordinary Shares

The class of ordinary shares issued to public investors in the IPO, which are typically redeemable. (Public shareholders hold these shares and have the option to redeem them.)

DEF 14A

A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by publicly traded companies to solicit shareholder votes on important corporate matters. (This document is a DEF 14A filing by Cactus Acquisition Corp. 1 Ltd.)

Year-Over-Year Comparison

This filing is a proxy statement for an extraordinary general meeting to approve an extension, not a comprehensive annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not applicable. The primary focus is on the procedural steps and shareholder votes required to prevent liquidation and facilitate the proposed business combination with VivoPower and Tembo.

Key Financial Figures

• $12.16 — the Trust Account will be approximately $12.16 at the time of the Meeting. The closing
• $11.79 — OTC Pink Market on October 20, 2025 was $11.79. Accordingly, if the market price were
• $0.37 m — lic shareholder receiving approximately $0.37 more for each share as such shareholder w
• $8,000 — ay the Solicitation Agent approximately $8,000 in connection with such services for th
• $25,000 — uo;) for an aggregate purchase price of $25,000. Prior to the initial investment in the
• $25,000 b — he initial investment in the Company of $25,000 by our Original Sponsor, the Company had
• $11.50 — purchase one Class A ordinary share for $11.50 per share. The Public Units were sold a
• $10.00 — he Public Units were sold at a price of $10.00 per unit, generating gross proceeds to
• $126,500,000 — rating gross proceeds to the Company of $126,500,000 at closing. Substantially concurrent
• $1.50 — Original Sponsor at a purchase price of $1.50 per Private Warrant, generating aggrega
• $7,300,000 — generating aggregate gross proceeds of $7,300,000 for the Company. Following the closing,
• $129,030,000 — ng the closing, we deposited a total of $129,030,000 in a trust account (the “ Trust A
• $106,733,855 — tstanding. Accordingly, on May 1, 2023, $106,733,855 was distributed from the Trust Account
• $240,000 — l sponsor committed to contribute up to $240,000 to its Trust Account, consisting of $40
• $40,000 — 000 to its Trust Account, consisting of $40,000 on or before May 2, 2023, and $40,000 o

Filing Documents

• formdef14a.htm (DEF 14A) — 371KB
• formdef14a_001.jpg (GRAPHIC) — 14KB
• 0001493152-25-018836.txt ( ) — 392KB

RISK FACTORS

RISK FACTORS 12 BACKGROUND 15 THE MEETING 16 PROPOSAL NO. 1: THE ARTICLES EXTENSION PROPOSAL 23 PROPOSAL NO. 2: THE ADJOURNMENT PROPOSAL 25

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 26 WHERE YOU CAN FIND MORE INFORMATION 28 ANNEX A - PROPOSED AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION A-1 PROXY CARD i CACTUS ACQUISITION CORP. 1 LIMITED PROXY FOR AN EXTRAORDINARY GENERAL MEETING To be held at 9:00 am Eastern Time on October 31, 2025 The information provided in the Questions and Answers below are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement. QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING Why am I receiving this proxy statement? This proxy statement of Cactus Acquisition Corp. 1 Limited (the “ Company, ” “ Cactus ,” “ we ” or “ us ”) and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our board of directors (the “ Board ”) for use at an extraordinary general meeting of the Company (the “ Meeting ”), or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Meeting. We are a blank check company formed on April 19, 2021 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (our “ initial business combination ”). Our sponsor was Cactus Healthcare Management LP, a Delaware limited partnership, which we refer to herein as our “ Original Sponsor ”. Prior to our initial public offering (the “ IPO ”), our Original Sponsor purchased an aggregate of 2,875,000 Class B ordinary shares (“ Founder Shares ”) for an

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