Cactus Acquisition Corp. 1 Ltd

The extension is necessary to finalize a Business Combination Agreement signed on August 29, 2024 with VivoPower International PLC and its subsidiaries, Tembo, Holdco, and Merger Sub; without it, the SPAC faces forced liquidation. Because the estimated redemption price of $12.16 exceeds the October 20, 2025 OTC Pink closing price of $11.79, investors face an arbitrage incentive that may trigger substantial redemptions, potentially depleting the cash required to close the VivoPower merger. The Current Sponsor has committed to indemnify the company so the Trust Account does not drop below $10.20 per Public Share in a liquidation scenario and stated it will not withdraw funds to cover any 1% federal excise tax under the Inflation Reduction Act. The board unanimously recommends voting "FOR" the extension and advises no further extensions will be sought beyond the new November 2, 2026 date. Additionally, the company disclosed that its securities were suspended and delisted from Nasdaq on March 21, 2025, subsequently trading on the OTC Pink Current tier, which carries liquidity and regulatory risks. The proxy also notes the Current Sponsor holds $840,000 in working capital loans repayable only upon a successful business combination or liquidation.

According to the filing, the Board unanimously recommends approval to allow time to complete the merger with VivoPower International PLC and Tembo e-LV B.V. under a Business Combination Agreement executed on August 29, 2024. The Current Sponsor, ARWM Inc Pte. Ltd., has agreed to indemnify the Company to ensure the Trust Account does not fall below $10.20 per Public Share in a liquidation scenario. The Board disclosed that Nasdaq suspended the company's listing on March 21, 2025, forcing trades onto the OTC Pink Current tier. The Company confirmed it will not withdraw Trust assets to satisfy the 1% federal excise tax on stock redemptions mandated by the Inflation Reduction Act of 2022. For context on past extension mechanics, the filing notes that on May 1, 2023, $106,733,855 was distributed after 10,185,471 shares were redeemed; on November 10, 2023, $3,813,082 was distributed after 347,980 shares were redeemed; and on November 13, 2024, $13,389,826 was distributed after 1,148,799 shares were redeemed. The IPO originally raised $126,500,000 with $129,030,000 placed in the Trust Account. Proxy solicitation services are provided by Advantage Proxy, Inc., with costs borne by the Company’s working capital.

The company has almost no cash outside the trust, a $2,417k working-capital deficit, and substantial going-concern doubt. Per this filing, the hard deadline is Nov 2, 2025; a tracker date of 2026-11-02 would reflect a later extension not contained in this document. The path to a deal now appears tied to Energi’s proposed acquisition of Tembo plus SEC Form F-4 clearance, PCAOB audits, shareholder approvals, and closing conditions. If no deal closes, public holders are looking at the stated $12.01/share trust redemption value, so deadline and deal progress are the key variables.

Trust value per public share is $11.88; only $21K cash outside trust with $2.24M working capital deficit; substantial doubt about going concern; combined company intends to list on Nasdaq but current securities are OTC; the Energi proposal could alter or complicate the existing Tembo deal; remaining public shares are 763,572; sponsor's monthly share transfer indicates deal timing pressure.

The filing contains no updates regarding the redemption calendar, trust account value, extension mechanisms, target acquisition progress, or sponsor conduct. While routine for blank check companies, the departure of an independent director may impact board quorum or audit/governance committee composition as the issuer remains in SEARCH status. The document confirms the registered capital structure—Class A ordinary shares carrying a par value of $0.0001 and redeemable warrants exercisable at $11.50—but introduces no mechanical, financial, or timeline changes relevant to shareholder redemption rights.

Trust is nearly depleted; only $9.08 million as of April 2025, with only $10k outside trust. Relies on third-party financing to close Tembo deal. Sponsor has changed twice, raising governance concerns. Material weaknesses could delay SEC clearance of F-4. Deadline is Nov 2, 2025; failure to close leads to liquidation at ~$11.12 per share (but trust may be less).

This filing does not adjust the November 2, 2026 liquidation deadline, nor does it alter trust value calculations, redemption mechanics, or deal progression metrics. It serves strictly as a compliance and governance tracker. While delays in annual reporting can occasionally reflect audit coordination challenges or internal control reviews that may indirectly affect a SPAC’s timeline to secure a business combination, the registrant attributes the postponement solely to year-end financial reporting procedures and verifies a previously unblemished filing history. Investors should monitor whether the extended 10-K arrives within the Rule 12b-25 window; its absence of commercial disclosures, litigation updates, or trust amendments means the search calendar and sponsorship posture remain unchanged, though the executive contact listed (Adam Ridgway, +971 50 103 3515) and the timing warrant standard regulatory oversight.

Filed on March 21, 2025, the document states that Nasdaq notified the company of the staff determination on October 29, 2024, and that the company affirmatively elected not to file an appeal. The Exchange finalized the delisting determination on November 5, 2024, coinciding with a trading suspension on that identical date. According to the filing, this regulatory outcome strips the company of primary exchange quotation services while terminating associated listing fees and certain ongoing reporting synergies. In analogous SPAC structures, such formalized delisting determinations commonly precede sponsor-driven amendment campaigns, expedited target integration discussions, or mandatory trust account distribution schedules once merger completion prospects fall below internal viability thresholds.

For investors tracking redemption windows, trust preservation, and potential extensions, this filing provides zero mechanical updates; the 2026-11-02 liquidation deadline and standard cash-trust framework remain untouched, meaning the redemption calculus and voting timeline are unaffected. Strategically, the filing signals a leadership recalibration that may foreshadow target-sourcing priorities. The board’s explicit framing of the new CEO around electric vehicle manufacturing, smart mobility, and last-mile delivery operations in the UAE, UK, and India, combined with the new independent director’s background in global family offices, equity strategy, and emerging markets, suggests the sponsor and board may be directing initial due diligence or networking toward transportation, sustainability, or cross-border capital platforms. Because the company explicitly remains in the SEARCHING phase with no announced Combination Agreement, tender offer, or Rule 425 communication, these appointments currently function as a governance refresh rather than a transaction catalyst. Unit holders should monitor whether subsequent filings reference a specific target announcement, extension proposal, or changes to trust distribution mechanics before treating the personnel shifts as definitive directional indicators.

The extension keeps the Tembo deal alive; trust value per share increased from $11.07 to $11.59; the non-redemption agreement provides sponsor incentives to avoid redemptions; delisting reduces trading liquidity but does not affect the business combination; sponsor turnover and reliance on loans signal financial strain.

The redemption event withdrew the stated $13.4 million from the trust pool, leaving approximately $8.9 million to either fund a future business combination or cover operating expenses over the remaining nine-month window until the newly set November 2, 2025 deadline. The drastically reduced trust balance constrains the maximum feasible acquisition size and may force remaining shareholders to rely on bridge financing, PIPE investments, or sponsor commitments to close a transaction. The one-year extension resets the liquidation timeline but does not restore capital, meaning pro forma trust value per remaining share is permanently lowered and execution pressure intensifies. These mechanical capital changes and absence of deal milestones materially alter the risk-return profile for public holders tracking redemption thresholds, trust solvency, and sponsor pursuit behavior.

The shareholder-approved amendment resets the liquidation and redemption clock to November 2, 2025, extending the operational window by exactly one year for investors who did not tender shares. The high redemption volume dramatically reduced available capital to approximately $8.9 million and contracted the public share count to 763,572, materially tightening liquidity and increasing reliance on external financing or bridge loans to complete a transaction before the new deadline. The board’s newly explicit authority to voluntarily wind up early further compresses the maximum permissible timeline. No strategic partnerships, revenue figures, customer claims, or technology developments are reported in this filing.

Deal Progress & Strategic Direction: Signed by Chief Executive Officer Gary Challinor, the registrant asserts that the delisting and venue shift do not hinder the previously announced business combination agreement with Tembo E-LV B.V., as both parties continue efforts to effectuate the transaction. The combined company intends to adopt the name Tembo Group B.V. and plans to apply for up-listing on Nasdaq upon business combination completion. For investors monitoring trust value preservation and sponsor execution, this filing confirms the cash runway is secured through late 2025, but introduces immediate liquidity friction via the OTC transition. Shareholders must now track the Tembo E-LV B.V. deal's regulatory and financing milestones against the November 5, 2025 deadline to determine if a final redemption vote or merger will occur.

This disclosure directly shapes the redemption mechanics and trust preservation strategy for the imminent November 1, 2024 vote by legally binding 500,000 shares out of the payout pool, thereby stabilizing the trust account against sudden cash drains. It reflects proactive sponsor conduct aimed at securing extension approval through equity-based compensation rather than cash incentives, while explicitly tying founder share transfers to ultimate deal consummation or extended holding periods. Beyond the extension framework, the document specifies the trust’s permitted investments (interest-bearing U.S. government securities maturing 185 days or less, qualifying money market funds, or interest-bearing bank deposits) and notes no pending litigation, customer concentrations, revenue figures, or strategic partnerships were disclosed in this submission.

Management states the non-redemption pledge is designed to limit trust account depletion after the November 1, 2024 vote by contractually removing 500,000 shares from the redemption pool. The phased founder share transfer schedule establishes explicit, date-bound milestones (May 2, 2025; monthly from May 3 through October 2, 2025) that let investors track sponsor skin-in-the-game against timeline slippage. Since the agreement covers only a fraction of public shares, the final cash retained in trust remains contingent on uncontracted shareholder redemption decisions at the meeting, meaning the extension's financial impact hinges on broader voting behavior beyond the covered block.

This vote determines whether Cactus liquidates immediately or continues toward a specific merger. The Company entered into a Business Combination Agreement on August 29, 2024, with VivoPower International PLC, Tembo e-LV B.V., Tembo Group B.V., and Tembo EUV Investment Corporation Limited to effect a reverse merger. However, the Board discloses that Nasdaq Listing Rule IM-5101-2(b) ends on October 28, 2024, mandating immediate suspension and delisting of the securities if the extension passes, as a successful closing would occur after the 36-month post-IPO window. The filing explicitly attributes to the Company the confirmation that it will not withdraw any trust funds to pay the 1% federal excise tax on redemptions imposed by the Inflation Reduction Act of 2022. If the extension fails or no deal closes by November 2, 2025, warrants expire worthless. The Original Sponsor has agreed to indemnify the trust against third-party claims to preserve proceeds at or above $10.20 per Public Share, though the Company warns it has not verified whether the Current Sponsor possesses sufficient non-securities assets to satisfy those indemnity obligations. Executive officers receive zero cash compensation for services rendered, and the Board openly acknowledges sponsors hold conflicting economic interests regarding whether to redeem at the current trust valuation or force a liquidation that leaves founder shares worthless.

For a search-phase SPAC with a November 2, 2026 liquidation deadline, movement on a preliminary Schedule 14A typically precedes the definitive proxy solicitation required for shareholder approval of a business combination redemption vote, a trust extension amendment, or a change of control. SEC staff clearance removes a routine compliance checkpoint, allowing the company to proceed toward a definitive proxy mailing, record date establishment, and the subsequent redemption/exercise window. The document contains no financial metrics, customer or revenue claims, market-size estimates, strategic roadmaps, technology descriptions, partnership announcements, litigation details, or personnel changes. It is exclusively a regulatory procedural notification.

The extension vote occurs without a concurrent business combination referendum, meaning shareholders lack direct approval authority over the VivoPower transaction at this stage. The filing explicitly warns that Nasdaq Listing Rule IM-5101-2(b) mandates consummation by October 28, 2024, and that failure to meet this 36-month window will trigger immediate suspension and delisting action. Since Nasdaq listing is a condition to the VivoPower deal, the proposed extension date potentially conflicts with exchange requirements, risking termination by VivoPower or Tembo. If shareholders reject the proposal, the company will liquidate by November 2, 2024, returning trust funds to public shareholders while public and private warrants expire worthless and founder shares lose value due to waiver agreements. Shareholders must weigh the $11.64 estimated redemption price against potential liquidity shortages in the open market and the risk that heavy redemptions leave insufficient non-trust cash to execute the merger. The proxy discloses that the company will not withdraw trust assets to cover the 1% Inflation Reduction Act excise tax on stock repurchases. Forward-looking statements caution that foreign ownership structures may invoke Committee on Foreign Investment in the United States (CFIUS) scrutiny, and that potential designation as an unregistered investment company under the Investment Company Act could severely restrict operations. Post-liquidation, any remaining claims below $10.20 per public share would theoretically be covered by the original sponsor’s indemnification promise, though the company notes it has not verified the sponsor’s capacity to satisfy those obligations.

For investors tracking redemption deadlines and listing survival, this disclosure materially tightens the mechanical path out of the SPAC. Under the newly attributed Nasdaq framework, missing the October 28, 2024, business combination threshold triggers automatic suspension and delisting without a standard cure period, which could classify the securities as a penny stock and strip shareholders of 'covered securities' protections. While the public search status lists a later nominal deadline, the document explicitly anchors the operational compliance window to October 28, 2024, signaling that any extension or liquidation vote must occur before that date to avoid exchange action. The filing contains no data on trust value, redemption pricing, specific deal targets, revenue projections, or sponsor financial commitments.

This regulatory correspondence materially alters the post-deadline operational landscape by removing discretionary Nasdaq listing appeals that typically allow sponsors additional time to negotiate trust extensions or manage massive redemptions. The SEC-staff-directed disclosures will compel the preliminary proxy to quantify how immediate listing loss, potential penny stock classification, and the termination of covered securities status will directly impact liquidity, secondary trading, and the mathematical outcome of the remaining trust capital during the search phase. All deadlines, rule citations, compliance timelines, and disclosure mandates originated from the SEC Division of Corporation Finance’s review of the company’s October 7, 2024 filing; the only other substantive references identify CEO Gary Challinor as the designated recipient, contact persons Pearlyne Paulemon and Dorrie Yale for follow-up, and Giovanni Caruso via carbon copy. No sponsor conduct, target selection, customer claims, revenue metrics, or market size estimates were contained in the submission.

The SEC’s iterative review confirms the company is actively finalizing shareholder solicitation materials ahead of the November 2, 2026 search deadline. Revised proxy language will clarify how a Nasdaq delisting event could impact the proposed business combination’s conditions and shareholder liquidity prior to any vote, directly informing investor due diligence on extension mechanics and deal viability. The filing contains no additional disclosures regarding target customers, historical or projected revenue, market size, strategic partnerships, technology development, litigation, or senior personnel changes, indicating the current submission is narrowly focused on regulatory compliance and proxy drafting corrections.

The Board states that approving the extension is essential to avoid forced liquidation, which would permanently extinguish public shareholder rights beyond the cash redemption of the Trust Account and render all Public Warrants and Private Warrants worthless. The Registrant warns that Nasdaq Listing Rule IM-5101-2 requires completion by November 2, 2024 (36 months post-IPO); failing to meet this could trigger delisting, potentially allowing VivoPower or Tembo to terminate the Business Combination Agreement due to listing conditions. The Company discloses CFIUS national security review risks associated with foreign-controlled transactions and notes it will not withdraw Trust funds to pay the 1% IR Act excise tax applicable to redemptions occurring on or after January 1, 2023. Regarding sponsor conduct, the proxy details that directors and officers hold Founder Shares and Private Warrants that become worthless upon liquidation, yet receive $10,000 monthly in administrative reimbursements and hold existing working capital loans of $[blank] convertible into warrants at a conversion price of $1.50 per warrant. The Board acknowledges the Current Sponsor or insiders may purchase public shares off-market to limit redemptions, which would trigger specific tender offer disclosure requirements if executed to influence the extension vote. Because critical trust valuation and extension funding numbers remain redacted, investors cannot assess the exact cash recovery rate versus trading liquidity until the definitive proxy files, making this preliminary notice the primary vehicle for gauging redemption sentiment ahead of the October 8, 2024 record date.

For investors tracking redemption calendars, extension mechanics, and deal progress, this comment letter indicates that the SEC is actively examining how the proposed extension (which aligns with the stated 2026-11-02 deadline) interfaces with exchange listing rules and the underlying merger contract. Whether listing compliance functions as a condition precedent or constitutes a termination trigger directly influences shareholder liquidity, redemption calculus, and the probability of deal closure. Until the company files its rebuttal or an amended Schedule 14A, the contractual and exchange-status risks surrounding the search deadline remain unsettled and subject to regulatory oversight, even though the trust balance and $10.00-per-share convention are not referenced or quantified here.

This filing establishes the conditional cash runway, redemption pricing floor, and sponsor funding obligations that dictate whether CCTSF retains liquidity to close the VivoPower/Tembo merger or faces mandatory dissolution. The strict linkage between extension approval, monthly sponsor promissory note deposits, and the irrevocable 36-month Nasdaq listing deadline (November 2, 2024) creates a binary outcome window for investors. Shareholders exercising redemption rights face a documented liquidity warning that the Company ‘cannot assure shareholders that they will be able to sell their Public Shares in the open market,’ and must meet electronic DWAC or physical certificate tender deadlines two business days prior to the meeting. The document provides the exact voting thresholds, record date mechanics, and transfer agent procedures required to alter the trust distribution timeline.

What changed: routine compliance exhibit / Schedule 13G/A amendment for beneficial ownership disclosure. According to the provided filing text, the document identifies Kepos Capital LP and Mark Carhart as the reporting parties. The excerpt attributes no share counts, percentage thresholds, acquisition dates, purchase prices, or stated purposes to either holder. Why it matters: The filing text supplies no updates regarding redemption deadlines, trust value, extension motions, business combination search progress, or sponsor conduct. It also contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and includes no numerical figures. Without disclosed percentages, transaction timing, or explicit regulatory triggers, the amendment does not signal a change in control or any mechanical impact on public shareholders.

What changed: A Form 8-K current report under Item 5.02 serving as a formal notice of a director's departure. Cactus Acquisition Corp. 1 Limited reports that independent director Rainer Michael submitted his resignation from the Board of Directors, effective immediately on December 28, 2025. Why it matters: This filing contains no updates to the trust account balance, redemption calendar, business combination timeline, or target search activity. According to the company's submission, signed by Chief Executive Officer Adam Ridgway, the resignation stems from personal reasons and explicitly involved no disagreements with management over operations, corporate policies, accounting standards, financial statement disclosures, or internal controls. The board size adjusts, but shareholder liquidity mechanisms, unit compositions, Class A ordinary share par value of $0.0001, and the registered redeemable warrant exercise price of $11.50 remain unchanged.

What changed: A Rule 425 press release and deemed-filed communication under Rule 14a-12 disclosing the confidential submission of a Form F-4 registration statement for a proposed business combination between VivoPower International PLC’s Tembo e-LV subsidiary and Cactus Acquisition Corp. 1 Ltd. Deal progress advanced with the confidential SEC submission of the F-4 Registration Statement. VivoPower and Tembo set a target business combination closing for March 2026, contingent on SEC declaration of effectiveness, Nasdaq listing approval, and shareholder authorization. The merged entity will operate as Tembo Group N.V., expected to trade on Nasdaq under tickers TEMB and TEMBW. Regarding redemption deadlines, trust value, extensions, and sponsor conduct, this filing reports nothing new: it contains no discussion of the trust account balance, per-share redemption mechanics, extension vote amendments, or sponsor commitments. The SPAC’s termination deadline remains November 2, 2026. On other substance, VivoPower claims significant customer adoption across Tembo’s product suite, stating that Tembo delivered and installed EUV conversion kits with African safari partners Asilia and The Safari Collection. According to VivoPower, Tembo opened a new Nairobi office and initiated engineer recruitment with local partner AVA. VivoPower further claims Tembo consummated Tusker sales in Australia after achieving homologation under updated Australian regulations, and that Tembo’s partnership with Sarao Motors received confirmation of support from the Philippines Department of Transport following instructions from the Office of the President. VivoPower asserts these deployments demonstrate affordability, durability, and demand, paving the way for prioritized 2026 sales efforts. Why it matters: The confidential F-4 submission transitions the merger into the definitive proxy and prospectus preparation stage, providing a March 2026 closing anchor that sits well ahead of the November 2, 2026 expiration, thereby reducing near-term extension probability. Because the filing deliberately omits trust account valuations, redemption thresholds, solicitation rules, and sponsor conduct details, investors tracking redemption decisions must await the forthcoming preliminary proxy statement, which will contain the operative mechanics for share redemption, voting, and potential PIPE terms. The operational milestones attributed to VivoPower and Tembo supply commercial validation ahead of public listing, but absent audited financials or trust accounting in this 425, redemption calculus remains deferred until the proxy materials disclose per-share trust distributions and solicitation contingencies.

What changed: Quarterly report (Form 10-Q) for the fiscal quarter ended September 30, 2025. Share count collapsed from 3,926,071 Class A shares to just 3,214,738 after the Fourth Extension vote on October 31, 2025, when 711,333 public shares were redeemed. Only 52,239 public shares remain. Trust value fell from $9.3 million to roughly $602,000 after distributing $8.66 million to redeeming shareholders. The sponsor is paying a non-redeeming shareholder 25,000 founder shares per month, having transferred 125,000 shares through September with an implied cost of $288,000. New promissory notes totaling $350,000 were taken from Hali International Limited at 12% interest. The deadline to close a deal is now November 2, 2026. Why it matters: The trust is nearly empty — only about $602,000 remains after the Fourth Extension, and only 52,239 public shares are left. The SPARC CCTSF has minimal public float and effectively no trust capital to offer a target. The company has a negative working capital of roughly $2.7 million, is funding itself with high-interest loans from third parties and the sponsor, and disclosed substantial doubt about its ability to continue as a going concern. While Tembo remains the announced target, Energi Holding — which lent Cactus $600,000 and is a key creditor — has made a competing bid for Tembo, creating a potential conflict or third-party complication. No timetable for the merger is given in this filing.

What changed: Form 12b-25 Notification of Late Filing for a delayed Quarterly Report on Form 10-Q for the period ended September 30, 2025. Cactus Acquisition Corp. 1 Ltd filed a Form 12b-25 requesting a five-calendar-day extension under SEC Rule 12b-25 to submit its Q3 2025 10-Q. Chief Executive Officer Adam Ridgway attributed the delay to 'additional time to complete procedures relating to its quarter-end financial reporting processes' and committed to filing the report within the statutory extension window. The filing confirms that all other periodic reports required over the preceding 12 months were filed on time, and that no significant change in results of operations is expected in the upcoming 10-Q. The SPAC’s search status and November 2, 2026 liquidation/redemption deadline remain unchanged, with no adjustments to trust account mechanics, extension proposals, or sponsor conduct disclosed. Why it matters: This routine compliance submission does not modify the redemption calendar, trust distribution framework, or merger approval thresholds. Nevertheless, the reported processing delay warrants monitoring, as SPAC investors frequently track audit and financial close readiness ahead of a business combination vote. Management explicitly framed the slip as an internal administrative timing issue rather than a commercial, litigation, or partnership development, and the document contains no information regarding customers, revenue, market size, technology, personnel, or strategic pivots. Because the filing contains only procedural acknowledgment and forward-looking assurance of imminent submission, it carries low direct impact on capital allocation decisions. Substantive developments must await the actual 10-Q.

What changed: A Form 8-K current report disclosing shareholder voting results, a corporate charter amendment, and a partial redemption event following an extraordinary general meeting held on October 31, 2025. According to the company's filing, shareholders approved a special resolution extending the initial business combination deadline from November 2, 2025 to November 2, 2026. In connection with the vote, 711,333 Ordinary Shares were tendered for redemption. As reported by the registrant, approximately $8,660,805.78 (approximately $12.18 per share) was removed from the trust account to pay those holders. Following the redemptions, the company states it will have 52,239 public Ordinary Shares outstanding and approximately $636,033.80 will remain in the trust account. Exhibit 3.1 officially files the amended Articles of Association with the Cayman Islands Registrar. Why it matters: The filing resets the SPAC's operational clock, establishing November 2, 2026 as the new liquidation trigger. The disclosed payout rate of $12.18 per share significantly impacts trust solvency, leaving a residual balance of $636,033.80 to fund ongoing operations for just 52,239 remaining public shares. The company's disclosure explicitly notes that the $12.18 figure does not account for additional franchise tax allocations and excludes excise taxes entirely. Under the newly filed Article 49.7, the board retains discretion to wind up operations earlier, and liquidation proceeds would cover taxes plus up to US$100,000 of dissolution expenses. CEO Adam Ridgway executed the report on November 6, 2025.

What changed: DEF 14A - Definitive Proxy Statement soliciting shareholder votes at an extraordinary general meeting. The filing proposes amending the company's Articles to extend the business combination Termination Date from November 2, 2025 to November 2, 2026, contingent on shareholder approval via a special resolution requiring at least two-thirds of votes cast. The document details that public shareholders holding approximately 763,592 Class A ordinary shares may redeem them at an estimated $12.16 per share, derived from $9,282,053.48 held in the Trust Account as of October 20, 2025. The mandatory redemption tender deadline is set for 5:00 p.m. Eastern Time on October 29, 2025. The record date determining voting eligibility was the close of business on September 12, 2025. Why it matters: The extension is necessary to finalize a Business Combination Agreement signed on August 29, 2024 with VivoPower International PLC and its subsidiaries, Tembo, Holdco, and Merger Sub; without it, the SPAC faces forced liquidation. Because the estimated redemption price of $12.16 exceeds the October 20, 2025 OTC Pink closing price of $11.79, investors face an arbitrage incentive that may trigger substantial redemptions, potentially depleting the cash required to close the VivoPower merger. The Current Sponsor has committed to indemnify the company so the Trust Account does not drop below $10.20 per Public Share in a liquidation scenario and stated it will not withdraw funds to cover any 1% federal excise tax under the Inflation Reduction Act. The board unanimously recommends voting "FOR" the extension and advises no further extensions will be sought beyond the new November 2, 2026 date. Additionally, the company disclosed that its securities were suspended and delisted from Nasdaq on March 21, 2025, subsequently trading on the OTC Pink Current tier, which carries liquidity and regulatory risks. The proxy also notes the Current Sponsor holds $840,000 in working capital loans repayable only upon a successful business combination or liquidation.

What changed: Preliminary Proxy Statement (PRE 14A) soliciting shareholder votes on a proposed amendment to the Articles to extend the business combination deadline and a meeting adjournment proposal. The Termination Date for consummating a business combination is extended from November 2, 2025, to November 2, 2026. Concurrent with this vote, the Company has activated a redemption mechanism permitting holders of Class A ordinary shares to tender their shares to Continental Stock Transfer & Trust Company for a pro rata cash distribution from the Trust Account. The record date is fixed at September 10, 2025, and physical or electronic tenders must be delivered two business days prior to the scheduled meeting. Under Cayman Islands law, approving the extension requires a special resolution (a majority of at least two-thirds of votes cast), while the adjournment proposal requires a simple majority. If shareholders reject the extension, the Company must liquidate the Trust Account by November 2, 2025. Why it matters: According to the filing, the Board unanimously recommends approval to allow time to complete the merger with VivoPower International PLC and Tembo e-LV B.V. under a Business Combination Agreement executed on August 29, 2024. The Current Sponsor, ARWM Inc Pte. Ltd., has agreed to indemnify the Company to ensure the Trust Account does not fall below $10.20 per Public Share in a liquidation scenario. The Board disclosed that Nasdaq suspended the company's listing on March 21, 2025, forcing trades onto the OTC Pink Current tier. The Company confirmed it will not withdraw Trust assets to satisfy the 1% federal excise tax on stock redemptions mandated by the Inflation Reduction Act of 2022. For context on past extension mechanics, the filing notes that on May 1, 2023, $106,733,855 was distributed after 10,185,471 shares were redeemed; on November 10, 2023, $3,813,082 was distributed after 347,980 shares were redeemed; and on November 13, 2024, $13,389,826 was distributed after 1,148,799 shares were redeemed. The IPO originally raised $126,500,000 with $129,030,000 placed in the Trust Account. Proxy solicitation services are provided by Advantage Proxy, Inc., with costs borne by the Company’s working capital.

What changed: Quarterly report on Form 10-Q for the period ended June 30, 2025, filed Aug 14, 2025, containing unaudited condensed financials, MD&A, and certifications. No new extension vote or redemption deadline was in this filing. The company reaffirmed the Tembo e-LV B.V. business combination agreement and stated the mandatory liquidation date is Nov 2, 2025. It disclosed that VivoPower announced a non-binding Energi proposal to acquire 51% of Tembo at a $200 million enterprise value, and that Energi supports the Cactus-Tembo deal; the $660k Energi note is expected to convert to equity at closing. The sponsor’s monthly 25,000-founder-share transfers to the non-redeeming shareholder are now running because no deal closed by May 2, 2025. The company also added a post-quarter $200k Hali promissory note, extended the ARWM sponsor note to June 30, 2026, and reported trust cash of $9,168k, redemption value of $12.01/share on 763,572 redeemable shares, with about $9k of cash outside the trust as of Aug 14, 2025. Why it matters: The company has almost no cash outside the trust, a $2,417k working-capital deficit, and substantial going-concern doubt. Per this filing, the hard deadline is Nov 2, 2025; a tracker date of 2026-11-02 would reflect a later extension not contained in this document. The path to a deal now appears tied to Energi’s proposed acquisition of Tembo plus SEC Form F-4 clearance, PCAOB audits, shareholder approvals, and closing conditions. If no deal closes, public holders are looking at the stated $12.01/share trust redemption value, so deadline and deal progress are the key variables.

What changed: A Joint Filing Agreement and Joint Acquisition Statement pursuant to SEC Rule 13d-1(k), filed as Exhibit 99.1. Mechanics review: The document contains zero information pertaining to CCTSF’s redemption deadlines, trust value, extension triggers, target acquisition progress, or sponsor conduct. Other substance: The text establishes a joint reporting arrangement between Kepos Capital LP and Mark Carhart for their Schedule 13G obligations. Simon Raykher, General Counsel of Kepos Capital LP, and Mark Carhart executed the agreement on August 12, 2025. The document makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or corporate personnel changes beyond the listed signatories. Why it matters: It creates mutual liability between Kepos Capital LP and Mark Carhart for the timeliness, completeness, and accuracy of all subsequent Schedule 13G amendments, streamlining their regulatory filings. Because the exhibit solely addresses shareholder reporting logistics, it does not affect the SPAC’s SEARCHING status, its November 2, 2026 liquidation deadline, or any trust or deal-related mechanics.