CCTSF SEC filings, in plain English
Everything Cactus Acquisition Corp. 1 Ltd has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Cactus Acquisition Corp. 1 Ltd filed a 10-Q for the quarter ended June 30, 2026, confirming its mandatory liquidation deadline is November 2, 2026, following the fourth extension approved on October 31, 2025. The filing reports $652,000 in the trust account, a net loss of $286,000 for the six-month period, and outstanding promissory notes totaling approximately $1,481,000 to third parties including TAG INTL ($300,000 principal) and ARWM Inc Pte. Ltd ($894,000 balance). Management targets confidential resubmission of an amended Form F-4 for its proposed business combination with Tembo e-LV B.V. during the second half of 2026. Why it matters: Investors must note the company has substantial doubt about its ability to continue as a going concern due to a working capital deficiency of $3,262,000 and reliance on third-party loans to fund operations until the November 2026 deadline. The redemption price per share has risen to $12.48, but only 52,239 public shares remain outstanding, significantly limiting liquidity and potential redemption volume.
combination deadline, going-concern doubtnothing moved · 2 with no prior record of ours
- Combination deadline
- 2026-11-02 · unchanged
- Going-concern doubt
- stated · unchanged
The clause …“which extended the mandatory liquidation date from November 2, 2025 to November 2, 2026. A total of 711,333 Class A ordinary shares were redeemed in connection with the Fourth Extension, resulting in 3,214,738 Class A ordinary”…
The clause …“from the Trust Account to the shareholders who redeemed their shares. e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern On October 31, 2025, the Company extended the date by which the Company has to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: The filing reports that Cactus Acquisition Corp. 1 Ltd. extended its mandatory liquidation date to November 2, 2026 (the 'Fourth Extension') following a shareholder vote on October 31, 2025; 711,333 Class A ordinary shares were redeemed in connection with this extension, resulting in $8,676,000 distributed from the Trust Account on November 21, 2025. As of March 31, 2026, only 52,239 Class A ordinary shares remain subject to possible redemption, held in a Trust Account valued at $647,000. The company is advancing a business combination with Tembo e-LV B.V., having submitted a Form F-4 registration statement on December 29, 2025, and received an SEC comment letter in March 2026, with management targeting a confidential resubmission in the second half of 2026. Financially, the company reported a net loss of $168,000 for the quarter ended March 31, 2026, compared to $78,000 in the prior year period, driven by reduced interest income ($6,000 vs $95,000) due to lower trust account balances. The company disclosed substantial doubt about its ability to continue as a going concern due to insufficient funds outside the trust account ($15,000 cash as of March 31, 2026) and reliance on third-party promissory notes. Subsequent to the quarter end, on May 19, 2026, the company issued an unsecured promissory note to TAG INTL DMCC for $300,000, funded on May 26, 2026. Additionally, the CEO/CFO concluded that disclosure controls were not effective as of March 31, 2026, due to a material weakness involving an insufficient number of qualified finance and accounting personnel. Why it matters: Investors must note that the redemption deadline is now November 2, 2026, but the company has only 52,239 public shares remaining, meaning the trust account holds minimal capital relative to the original offering. The company faces a severe liquidity crisis, with only $15,000 in operating cash and a working capital deficiency of $3,139,000, forcing it to rely on high-interest debt (promissory notes bearing up to 12% interest or 9% fees) to fund operations and potential transaction costs. The admission of ineffective internal controls over financial reporting raises concerns about the accuracy of the financial statements. Furthermore, the company explicitly states there is 'substantial doubt' about its ability to survive past the liquidation date if the Tembo deal does not close, and the small number of remaining shareholders suggests significant dilution risk or total loss of value if the combination fails.
What changed vs 2025-11-19going concern APPEAREDgoing-concern doubt, combination deadline1 moved · 1 with no prior record of ours
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2026-11-02
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“from the Trust Account to the shareholders who redeemed their shares. e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern On October 31, 2025, the Company extended the date by which the Company has to”…
The clause …“which extended the mandatory liquidation date from November 2, 2025 to November 2, 2026. A total of 711,333 Class A ordinary shares were redeemed in connection with the Fourth Extension, resulting in 3,214,738 Class A ordinary”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 12b-25 Notification of Late Filing (routine compliance exhibit) for a Quarterly Report on Form 10-Q. The registrant notified the SEC that its Form 10-Q for the period ended June 30, 2026, cannot be filed by the prescribed date without unreasonable effort or expense, citing a need for additional time to complete quarterly financial reporting procedures. Per Rule 12b-25(b) and (c), the company commits to filing the delinquent report within five calendar days following the prescribed due date. Regarding mechanics, the notification acknowledges via Part IV(2) that the prior quarterly report (ended March 31, 2026) was also not timely filed, while CEO Adam Ridgway’s Part IV(3) declaration confirms no anticipated significant change in results of operations. The filing does not extend the November 2, 2026 business combination deadline, nor does it adjust trust account distribution triggers or redemption pricing mechanics. Because the document contains no disclosures regarding revenue, customer contracts, market positioning, technology roadmaps, strategic partnerships, litigation, or personnel changes beyond the executive signatory, there is no substantive operating update or deal-progress milestone embedded in this filing. Why it matters: Investors tracking redemption deadlines and sponsor conduct should note that back-to-back late filings (March 31, 2026 and June 30, 2026) signal potential internal control weaknesses, audit bottlenecks, or administrative strain as the November 2, 2026 search window closes. While Rule 12b-25 provides a standard procedural grace period that prevents immediate Exchange delisting or forced liquidation, repeated reporting delays often correlate with sponsor distraction, extended valuation negotiations, or heightened regulatory scrutiny—all of which can compress the effective timeline for closing a deSPAC transaction or trigger shareholder activism around trust preservation. Without accompanying financial data or deal updates, the market must rely on this compliance cadence as a proxy for sponsor execution discipline.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by Cactus Acquisition Corp. 1 Ltd (SPAC CCTSF) on July 29, 2026. The SPAC extended its mandatory liquidation deadline to November 2, 2026 via a fourth extension approved on October 31, 2025. A total of 711,333 Class A ordinary shares were redeemed in connection with that extension, reducing public float to 52,239 shares and trust account to $641,000 as of December 31, 2025 (plus subsequent redemptions further reduce it). The company reported a net loss of $559,000 for 2025 (vs $1.312M loss in 2024). Working capital deficit worsened to $2.965M. The company identified a material weakness in internal control over financial reporting (insufficient finance personnel, lack of segregation of duties). The pending business combination with Tembo e-LV B.V. (signed August 29, 2024) remains unclosed; the company confidentially submitted Form F-4 on December 29, 2025, received an SEC comment letter in March 2026, and targets a resubmission in H2 2026. The company continued borrowing: $855k due to sponsor ARWM (promissory note), $690k due to Energi Holding, $364k due to Hali International, $65k due to VivoPower, and a post-year-end $300k promissory note to TAG INTL DMCC in May 2026. The underwriters' deferred compensation was waived in 2024. The company’s independent auditor issued a going concern opinion. Why it matters: This filing is the most recent comprehensive financial and operational update for CCTSF. It confirms the SPAC is in a precarious position: trust account is only ~$641k, working capital is deeply negative, and the company relies on short-term loans from sponsors and third parties to continue. The business combination with Tembo is still in SEC review and faces a November 2, 2026 deadline; if not completed, liquidation will occur and shareholders would receive only a small pro-rata distribution (likely less than $12.27 per share). The material weakness in internal controls and delisting from Nasdaq to OTC add execution risk. For investors tracking redemption thresholds and deal progress, this filing signals that the SPAC has very limited cash outside trust and is dependent on additional loans and successful completion of the Tembo deal.
What changed vs 2025-04-15deadline 2025-11-02 → 2027-06-30combination deadline, going-concern doubt1 moved · 1 with no prior record of ours
- Combination deadline
- 2025-11-022027-06-30
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 605 days later than the previous record.
The clause “1, 2024 to June 30, 2025, and on July 29, 2025, to extend the Maturity Date to June 30, 2027. All other terms of the Note remain unchanged by the Note extension. The balance due the Lender as of December 31, 2025 was $855,000, which”…
The clause …“in this Annual Report contain an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” ● Our public shareholders may not be afforded an opportunity to vote on our proposed”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 12b-25, Notification of Late Filing for an Annual Report on Form 10-K. The registrant, Cactus Acquisition Corp. 1 Ltd., filed Form 12b-25 to notify the Commission that its 10-K for the period ended December 31, 2025, will miss the prescribed deadline. Chief Executive Officer Adam Ridgway attributes the delay to requiring additional time to complete procedures relating to year-end financial reporting processes. The filing asserts the annual report will be submitted on or before the fifteenth calendar day following the due date. It confirms all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act were filed in the preceding twelve months, and Ridgway states no anticipated significant change in results of operations will be reflected in the subject report. The SPAC’s stated business combination search deadline remains November 2, 2026. This document does not petition for a trust extension, modify the redemption schedule, or disclose a per-share trust amount. Sponsor conduct is confined to the CEO’s certification of the administrative delay. Why it matters: A Rule 12b-25 submission is a procedural courtesy; it does not suspend the November 2, 2026 redemption deadline or trigger automatic shareholder liquidity. If the subsequently filed 10-K introduces audit qualifications, related-party disclosures, or going-concern language, it could impair sponsor credibility and slow target diligence, but no customer claims, revenue metrics, market size projections, technology roadmaps, partnership terms, litigation allegations, or executive departures appear in this text. Because the filing contains only the standard late-filing boilerplate signed by Ridgway from 11 Deer Park drive, Suite 204, Monmouth Junction, NJ 088512, the underlying redemption mechanics and trust protections remain unchanged. Tracking investors should monitor whether this is an isolated administrative lag or the precursor to repeated filing failures that could pressure the sponsor to seek a formal extension amendment or face termination.
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 vs 2025-08-14deadline 2025-11-02 → 2026-11-02combination deadline, going-concern doubt1 moved · 1 with no prior record of ours
- Combination deadline
- 2025-11-022026-11-02
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“which extended the mandatory liquidation date from November 2, 2025 to November 2, 2026. A total of 711,333 Class A ordinary shares were redeemed in connection with the Fourth Extension, resulting in 3,214,738 Class A ordinary”…
The clause …“the mandatory liquidation date from November 2, 2025 to November 2, 2026 e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern On November 2, 2024, the Company extended the date by which the Company has to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2024-10-21deadline 2025-11-02 → 2026-11-02combination deadline1 moved
- Combination deadline
- 2025-11-022026-11-02
SpacBrain reads this as 365 days later than the previous record.
The clause …“redeem 100 percent of the Public Shares if the Company does not consummate a Business Combination by November 2, 2026, or such later time as the Members may approve in accordance with the Articles; or (b) with respect to any other”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
combination deadline, going-concern doubtnothing moved · 2 with no prior record of ours
- Combination deadline
- 2025-11-02 · unchanged
- Going-concern doubt
- stated · unchanged
The clause …“which extended the mandatory liquidation date from November 2, 2024 to November 2, 2025. A total of 1,148,799 Class A ordinary shares were redeemed in connection with the Third Extension, resulting in 3,926,071 Class A ordinary”…
The clause …“activities towards consummating a business combination transaction. e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern On November 2, 2024 the Company extended the date by which the Company has to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: Quarterly report (Form 10-Q) for Cactus Acquisition Corp. 1 Ltd for the fiscal quarter ended March 31, 2025. Trust account value increased from $8.98M to $9.075M due to interest; working capital deficit worsened; third extension deadline remains November 2, 2025; Business Combination Agreement with Tembo e-LV B.V. continues but Tembo received a non-binding acquisition proposal from Energi Holdings for 51% at $200M enterprise value; sponsor incurred additional loan and a new promissory note for $200K was issued post-quarter; sponsor is transferring founder shares monthly under non-redemption agreement as deal not closed by May 2, 2025. Why it matters: 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.
combination deadline, going-concern doubtnothing moved · 2 with no prior record of ours
- Combination deadline
- 2025-11-02 · unchanged
- Going-concern doubt
- stated · unchanged
The clause …“which extended the mandatory liquidation date from November 2, 2024 to November 2, 2025. A total of 1,148,799 Class A ordinary shares were redeemed in connection with the Third Extension, resulting in 3,926,071 Class A ordinary”…
The clause …“are advancing activities towards consummating a Business Combination. e . Substantial Doubt about the Company’s Ability to Continue as a Going Concern On November 2, 2024 the Company extended the date by which the Company has to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report disclosing the immediate resignation of independent director Jeff LeBlanc from the Board of Directors of Cactus Acquisition Corp. 1 Limited. Jeff LeBlanc tendered his resignation effective June 18, 2025. The filing, signed by Chief Executive Officer Adam Ridgway on June 20, 2025, attributes the departure to personal reasons and explicitly states there were no disagreements with the Company concerning operations, policies, accounting principles, financial disclosures, or internal controls. No successor director or interim appointment is identified in this report. Why it matters: 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.
What changed: This document IS a Form 12b-25 Notification of Late Filing submitted to the SEC to request a regulatory extension for the Quarterly Report on Form 10-Q covering the three-month period ended March 31, 2025. Chief Executive Officer Adam Ridgway stated that the registrant requires additional time to complete procedures relating to its quarter-end financial reporting processes and confirmed the report will be filed within the five-day extension period permitted under Rule 12b-25. The filing attributes no anticipated significant change in operating results from the corresponding prior-year period and certifies that all other periodic reports required during the preceding twelve months were timely filed. This submission leaves the stated November 2, 2026 business combination deadline, trust account balance, redemption mechanics, and target search status entirely unchanged. Why it matters: While Rule 12b-25 notifications are standard procedural mechanisms for reporting delays, the cited reason—additional time for quarter-end financial close procedures—watches for recurring patterns that could indicate accounting resource constraints or internal control friction. Because the SPAC remains in the SEARCHING phase with no pending business combination, the delay does not currently trigger early redemption windows, alter trustee distributions, or impact sponsor voting power. Investors tracking the 2026 deadline should monitor subsequent filings for any material developments regarding target identification, extension proposals, or changes in management oversight before the final resolution date.
What changed: Annual Report on Form 10-K for fiscal year ended December 31, 2024. Trust account value decreased to $8.98 million as of Dec 31, 2024 (from $21.16 million) due to redemptions of 1,148,799 shares in third extension. Deadline extended to Nov 2, 2025. Business combination agreement with Tembo e-LV B.V. signed Aug 29, 2024, with $838 million consideration. Sponsor transferred to ARWM Inc Pte. Ltd. Material weaknesses in internal controls identified. Net loss of $1.312 million for 2024. Working capital deficit of $2.069 million. Why it matters: 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).
What changed vs 2024-04-15deadline 2024-11-02 → 2025-11-02combination deadline, going-concern doubt1 moved · 1 with no prior record of ours
- Combination deadline
- 2024-11-022025-11-02
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“rights of holders of our Class A ordinary shares; or (iii) absent an initial business combination by November 2, 2025, our return of the funds held in the trust account to the public shareholders as part of our redemption of the Class”…
The clause …“in this Annual Report contain an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” ● Our public shareholders may not be afforded an opportunity to vote on our proposed”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 12b-25 Notification of Late Filing (for Annual Report on Form 10-K). Cactus Acquisition Corp. 1 Ltd formally notified the SEC that its annual report for the fiscal year ended December 31, 2024, missed the original statutory filing deadline. Under Rule 12b-25(b), the registrant invoked a fifteen-calendar-day extension window, committing to submit the completed 10-K no later than fifteen days after the prescribed date. The notice confirms that all other periodic reports required under Sections 13 or 15(d) of the Exchange Act over the preceding twelve months were filed on time, and asserts no anticipated significant change in operating results. Chief Executive Officer Adam Ridgway executed the notice on March 31, 2025. Why it matters: 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.
What changed: Routine compliance exhibit containing a Nasdaq Stock Market LLC delisting determination and notification. Nasdaq Staff determined the company no longer qualified for listing under Listing Rule 5250(c)(1), authorizing a delisting effective at the opening of the trading session on March 31, 2025. Regarding the specific SPAC mechanics you track—redemption deadlines, trust value, extensions, deal progress, and sponsor conduct—the filing contains no explicit references to them. However, the Exchange's removal action directly alters public market liquidity and trade clearance routing, which typically compresses pre-merger negotiation timelines, influences shareholder redemption behavior, and may activate charter-specified liquidation or extension triggers if the company cannot cure the listing deficiency. Why it matters: 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.
What changed: This document IS a Form 8-K current report filed under Section 13 or 15(d) of the Securities Exchange Act of 1934, specifically disclosing departures and appointments of certain officers and directors under Item 5.02. Mechanics & Redemption Calendar: The filing contains no amendments to the SPAC’s redemption deadline, trust account mechanics, extension voting procedures, deal progress disclosures, or sponsor conduct provisions. Target status remains SEARCHING and the 2026-11-02 dissolution deadline proceeds without change. Coverage of exchange-listed securities remains static: Class A ordinary shares retain a par value of $0.0001 per share, and redeemable warrants retain an exercise price of $11.50. Personnel & Substance Claims: On November 29, 2024, the company reports that Gary Challinor resigned as Chief Executive Officer effective immediately. The company states his resignation was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices. Simultaneously, the Company’s Board of Directors appointed Adam Ridgway as Chief Executive Officer, describing him as an accomplished entrepreneur and sustainability advocate with extensive experience in sustainable product development and electric vehicle innovation. According to the board’s statement, Mr. Ridgway is the founder and CEO of ONE MOTO, an award-winning electric vehicle manufacturer focused on smart mobility solutions for urban commuters and the last-mile delivery sector. The board further states that under his leadership, ONE MOTO has expanded operations to multiple countries, including the UAE, UK, and India, and attributes his expertise in international growth, partnerships, and innovation to the new role. The Board also appointed Rainer Michael Preiss as an independent director effective November 29, 2024. The company describes Mr. Preiss as a seasoned investment advisor with over 25 years of experience in global private banking and multi-family office businesses across Europe, the Middle East, Africa, and Asia. Per the filing, he currently serves as Partner and Portfolio Strategist at Das Family Office in Singapore, previously was Chief Equity Strategist at Standard Chartered Bank where he was a voting member of the Global Investment Council, is a recognized financial media contributor, and has served as a visiting lecturer of finance in various universities. The board asserts his extensive experience in investment strategy and emerging markets will provide valuable insights to the Company’s Board. Why it matters: 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.
What changed: Quarterly report on Form 10-Q for the period ended September 30, 2024. Shareholders approved third extension of mandatory liquidation date from November 2, 2024 to November 2, 2025; 1,148,799 Class A shares redeemed with $13.4 million distributed from trust account; trust account value stands at $22.2 million ($11.59 per share); Business Combination Agreement signed with Tembo e-LV B.V. on August 29, 2024 for $838 million in stock; sponsor changed twice in 2024, now ARWM Pte Limited; non-redemption agreement executed on October 29, 2024; company delisted from Nasdaq and now trades OTC; going concern uncertainty reiterated. Why it matters: 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.
What changed vs 2024-08-15deadline 2024-11-02 → 2025-11-02combination deadline, going-concern doubt1 moved · 1 with no prior record of ours
- Combination deadline
- 2024-11-022025-11-02
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“of directors of a fairness opinion from an independent third party. If a business combination is not consummated by November 2, 2025, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company”…
The clause “TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - GENERAL (continued) : f. Substantial Doubt about the Company ’ s Ability to Continue as a Going Concern On November 2, 2024 the Company extended the date by which the Company has to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: An Amendment to Schedule 13G (SC 13G/A) filed pursuant to Rule 13d-1(c) of the Securities Exchange Act of 1934 by 683 Capital Management, LLC; 683 Capital Partners, LP; and Ari Zweiman. The instrument formally reports that, as of the close of business on November 13, 2024, each reporting person holds zero shares of Cactus Acquisition Corp. 1 Ltd.’s Class A Common Stock ($0.0001 par value, CUSIP G1745A108), representing zero percent of the outstanding class. The filers explicitly check the box confirming they have ceased to be beneficial owners of more than five percent of the class. The filing records a mechanical reduction of beneficial ownership from a prior greater-than-five-percent block to exactly zero shares and zero percent across all three named entities and individuals. The amendment discloses no alterations to the SPAC’s SEARCHING status, its stated business combination deadline of November 2, 2026, trust account mechanics, redemption rights, extension provisions, sponsor conduct, or deal progress. The reporting persons certify they retain no sole or shared voting power, no sole or shared dispositional power, and no economic interest in the class as of the report date. Why it matters: According to the document, the complete divestiture eliminates a formerly tracked substantial holder from the SEC registry, which shifts the known distribution of secondary market float but does not interact with the issuer’s redemption calendar, trust per-share valuations, or merger pipeline. The filing contains no disclosures regarding customer relationships, historical or projected revenue, addressable market size, proprietary technology, strategic partnerships, pending litigation, or executive personnel changes. All assertions regarding share quantities, percentage ownership, dates, principal office locations, and the certification that securities were not acquired or held to influence control originate solely from the signatures of Ari Zweiman acting as Managing Member, Authorized Person, and individual filer on November 15, 2024. For investors monitoring structural triggers, this update functions as a passive registry correction reflecting zero remaining exposure by these parties.
What changed: Form 12b-25 Notification of Late Filing for the Quarterly Report on Form 10-Q covering the period ended September 30, 2024. Cactus Acquisition Corp. 1 Ltd notified the Commission it cannot file its Q3 2024 10-Q by the prescribed date without unreasonable effort or expense because it requires additional time to complete procedures relating to its quarter-end financial reporting processes. The registrant invoked Rule 12b-25(b) and committed to delivering the report within five calendar days following the prescribed due date. Gary Challinor, who signed the notification on November 14, 2024 as Chief Executive Officer and Principal Accounting Officer, confirmed that all other periodic reports required during the preceding 12 months have been filed. The company stated there is no anticipated significant change in results of operations from the corresponding period for the last fiscal year. Why it matters: This extension delays public access to the company’s third-quarter financial position but does not alter the business combination timeline or trigger automatic redemption or trust termination mechanics. Because the entity remains in the SEARCHING phase, the filing contains no target selection, valuation, or sponsor commitment disclosures. The dual-title certification by Gary Challinor and the reliance on a five-calendar-day extension window signal routine administrative pacing rather than disclosed accounting disputes, though the absence of published financials leaves trust composition, cash runway, and transaction cost tracking unverified for the quarter. Market participants should await the subsequent 10-Q filing to confirm liquidity positions and verify that the extended reporting cycle did not mask material developments.
What changed: An amendment to Schedule 13G filed pursuant to Rules 13d-1(b) and 13d-2(b) by an investment adviser to disclose a cessation of beneficial ownership below the regulatory reporting threshold. RiverNorth Capital Management, LLC reports that as of September 30, 2024, it has ceased to be the beneficial owner of more than five percent of Cactus Acquisition Corp. 1 Limited’s Class A ordinary shares, par value $0.0001 per share. The filing discloses an aggregate amount beneficially owned of 'None,' representing 0.00% of the class, with zero sole or shared voting and dispositive power. This transactional unwind does not modify the SPAC’s statutory redemption deadline, trust account valuation, extension proposal schedule, target combination progress, or sponsor conduct parameters. Why it matters: Marcus Collins, General Counsel and Chief Compliance Officer for RiverNorth Capital Management, LLC, certifies that the securities were not acquired or held for the purpose of influencing control, and specifies that other persons retain the right to receive proceeds from the sale of the previously reported holdings. The document contains no further substantive disclosures regarding customers, revenue streams, market size, strategic direction, proprietary technology, commercial partnerships, pending litigation, or executive personnel changes. Because the filing solely documents a routine institutional position reduction to 0.00%, it imposes no mechanical constraints on shareholder redemptions, alters no trust cash reserves, and provides no forward-looking indicators on the SPAC’s deal timeline, rendering it immaterial for near-term redemption or M&A tracking despite its regularized filing status.
What changed: Form 425 (Rule 425 written communication) submitting a Form 8-K current report that discloses the results of an extraordinary general meeting, a shareholder-approved amendment to the memorandum and articles of association, and post-meeting trust account redemption mechanics. Regarding mechanics, the filing signed by Chief Executive Officer Gary Challinor states that the company extended its deadline to consummate an initial business combination from November 2, 2024 to November 2, 2025. The report notes that 1,148,799 ordinary shares were tendered for redemption, which removed approximately $13.4 million (approximately $11.64 per share) from the trust account. Following these distributions, approximately $8.9 million remains in the trust account, and 763,572 public ordinary shares remain outstanding. Shareholder voting yielded 4,746,838 votes FOR the extension, 3,647 votes AGAINST, zero abstentions, and zero broker non-votes. Regarding other substance, the amended articles grant the board sole discretion to wind up operations on an earlier date if elected, and the filing contains no mention of a specific target, due diligence progress, revenue projections, market positioning, technology, partnerships, litigation, or personnel changes beyond the executive signature, indicating the company remains in its pre-deal search phase. Why it matters: 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.
What changed: Form 8-K Current Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, disclosing the results of an extraordinary general meeting, a shareholder-voted charter amendment, and associated trust fund distributions. During an extraordinary general meeting held on November 1, 2024, shareholders voted on and approved a proposal to amend the company’s memorandum and articles of association, extending the initial business combination deadline from November 2, 2024 to November 2, 2025. The extension passed with 4,746,838 votes FOR and 3,647 votes AGAINST, following a quorum of 4,750,485 shares (93.61% of outstanding shares). Concurrently, 1,148,799 Ordinary Shares were tendered for redemption. Per the registrant’s Item 8.01 disclosure, approximately $13.4 million (approximately $11.64 per share) will be removed from the trust account to pay redeeming holders, leaving approximately $8.9 million in the trust. Post-redemption, 763,572 public Ordinary Shares remain outstanding. The filing, signed by Chief Executive Officer Gary Challinor on November 7, 2024, also notes the amendment permits the board to wind up operations earlier at its sole discretion. Why it matters: 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.
What changed: A Form 8-K Current Report filed on November 4, 2024, disclosing a Notice of Delisting under Item 3.01 due to failure to satisfy a continued listing rule standard. Mechanics & Timelines: On October 29, 2024, Nasdaq staff notified the registrant that it failed to complete an initial business combination within 36 months of its IPO registration effective date, triggering non-compliance with Nasdaq IM 5101-2. The company elected not to request a hearing before the Nasdaq Hearings Panel. Trading on NASDAQ for Class A ordinary shares, Units, and Redeemable warrants will suspend at the opening on November 5, 2024, with OTC trading commencing shortly after. Crucially for redemption calendars, the filing states the company recently secured shareholder approval to extend its life by 12 months, pushing the hard stop for redemptions and potential liquidation to November 5, 2025. Why it matters: 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.
What changed: This document is a Definitive Additional Materials (DEFA14A) filing submitted alongside a Form 8-K current report, operating as formal proxy solicitation material to obtain shareholder approval for a charter amendment extending the SPAC's business combination window. The company called an extraordinary general meeting for November 1, 2024 at 4:30 p.m. Eastern Time to vote on extending the business combination deadline from November 2, 2024 to November 2, 2025. On October 29, 2024, the company and sponsor ARWM Inc Pte. Ltd. executed a Non-Redemption Agreement with an unaffiliated third party. Under the agreement, that third party committed to retain 500,000 publicly-held Class A ordinary shares rather than redeem them before the vote. In exchange, the sponsor agreed to transfer 125,000 founder shares to that holder once a business combination closes. If a deal does not close by May 2, 2025, the sponsor promised to transfer an additional 25,000 founder shares per month beginning May 3, 2025 through October 2, 2025. The equity transfers require (i) the holder to keep the 500,000 shares through the meeting and (ii) shareholder approval of the extension. The filing notes any supplementary open-market purchases by the third party will not carry extension voting rights. Chief Executive Officer Gary Challinor signed the report. Why it matters: 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.
What changed: A Form 8-K Current Report filed under Section 13 or 15(d) of the Securities Exchange Act of 1934, specifically reporting an Item 1.01 entry into a material definitive agreement (Exhibit 10.1, a Non-Redemption Agreement and Assignment of Economic Interest) and Item 9.01 financial statements and exhibits. According to the filing signed by Chief Executive Officer Gary Challinor and Director Graham Macgregor Chee, the registrant called an extraordinary general meeting for November 1, 2024, at 4:30 p.m. Eastern Time to vote on amending its Articles to extend the business combination deadline from November 2, 2024, to November 2, 2025. Simultaneously, on October 29, 2024, the Company and Sponsor ARWM Inc Pte. Ltd. executed a Non-Redemption Agreement with an unaffiliated investor. Pursuant to this agreement, the investor waived redemption rights over 500,000 public Class A ordinary shares ahead of the extension vote. In exchange, the Sponsor contracted to transfer 125,000 founder shares to the investor immediately following a closed business combination, with a schedule transferring an additional 25,000 founder shares per month from May 3, 2025, through October 2, 2025, if the combination fails to close by May 2, 2025. The filing further states the Company will not utilize trust account funds to satisfy any potential excise taxes under the Inflation Reduction Act of 2022 linked to redemptions. Why it matters: 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.
What changed: Preliminary Proxy Statement for an extraordinary general meeting in lieu of an annual general meeting. CEO Gary Challinor, writing on behalf of the board of directors, proposes amending the company’s articles to extend the business combination termination date from November 2, 2024 to November 2, 2025. The proxy establishes a record date of October 8, 2024, and mandates that redemption requests must be tendered to Continental Stock Transfer & Trust Company by 5:00 p.m. Eastern Time on October 30, 2024. The company estimates the per-share pro rata trust account redemption price at approximately $11.64, while noting the ordinary shares closed at $11.50 on the Nasdaq Global Market on October 15, 2024. The trust account balance stood at approximately $22.22 million as of October 15, 2024, having fallen from approximately $132.6 million following prior redemptions of 10,185,471 shares at approximately $10.48, 204,178 shares at approximately $10.61, and 347,980 shares at approximately $10.96. Outstanding equity consists of 5,074,870 Class A ordinary shares (1,912,371 Public Shares) and one Class B ordinary share. Passage of the extension requires a special resolution approving at least two-thirds of voting shares. On August 29, 2024, the company executed a Business Combination Agreement with VivoPower International PLC, Tembo e-LV B.V., Tembo Group B.V., and Merger Sub, outlining a share exchange followed by a statutory merger where Cactus survives as a subsidiary of Holdco. The current sponsor ARWM Inc Pte Ltd. controls the sole Class B share and 1,855,000 Class A shares. The original sponsor Cactus Healthcare Management LP holds 632,500 Class A shares, provided the initial $25,000 purchase, and extended $396,500 in working capital loans repayable only upon business combination closure or liquidation. The board unanimously recommends voting 'FOR' the extension and adjournment proposals. Why it matters: 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.
What changed: Definitive Proxy Statement (DEF 14A) and Notice of Extraordinary General Meeting. The proxy statement proposes amending the Company’s Articles to extend the business combination Termination Date from November 2, 2024, to November 2, 2025. Under Cayman Islands law, approving this extension requires a special resolution passed by at least two-thirds of voting shareholders. The filing triggers a mandatory redemption opportunity for public shareholders, with a tender deadline set for 5:00 p.m. Eastern Time on October 30, 2024. According to the document, the Trust Account held approximately $22.22 million as of October 15, 2024, yielding an estimated pro rata redemption price of approximately $11.62 to $11.64 per share. Prior redemptions reduced the trust balance from approximately $132.6 million, leaving 1,912,371 Public Shares outstanding as of the October 8, 2024 record date. The Board and Current Sponsor ARWM Inc Pte Ltd, which controls 62.0% of issued and outstanding ordinary shares, unanimously recommend voting FOR the extension. The Current Sponsor also notes it previously lent $396,500 in working capital loans. Why it matters: 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.
What changed vs 2023-10-27deadline 2024-11-02 → 2025-11-02combination deadline, mandate language1 moved · 1 with no prior record of ours
- Combination deadline
- 2024-11-022025-11-02
- Mandate language
- we are focusing our search on technology-based healthcare bu…not matched in this filing
SpacBrain reads this as 365 days later than the previous record.
The clause …“redeem 100 percent of the Public Shares if the Company does not consummate a Business Combination by November 2, 2025, or such later time as the Members may approve in accordance with the Articles; or (b) with respect to any other”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A regulatory correspondence (CORRESP) submitted by Loeb & Loehr LLP partner Giovanni Caruso on behalf of Cactus Acquisition Corp. 1, responding to SEC staff comments on a preliminary proxy statement related to a proposed business combination. The SEC staff letter dated October 18, 2024, directed the company to revise its preliminary proxy statement’s risk factors regarding operations beyond 36 months from IPO closing. In response, the company filed an amended proxy statement that now discloses, per the company’s representations, that Nasdaq Rule 5815 was amended effective October 7, 2024, to require immediate suspension and delisting upon issuance of a delisting determination letter for failing to complete a business combination within 36 months under Nasdaq Rule IM 5101-2(b). The disclosure further states, as cited in the filing, that the 36-month window ends on October 28, 2024, and that Nasdaq may only reverse a delisting determination under the new framework if it finds a factual error in applying the rule. The company also revised the page 13 risk factor section to acknowledge these updates. Why it matters: 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.
What changed: SEC Division of Corporation Finance completion-of-review letter regarding a Preliminary Proxy Statement on Schedule 14A. The SEC staff confirmation closes its initial review period for Cactus Acquisition Corp. 1 Limited’s Preliminary Proxy Statement on Schedule 14A, originally filed September 27, 2024. The correspondence lists no comments, requested amendments, or regulatory objections. It simply acknowledges the filing has been processed and reiterates that management retains full responsibility for the accuracy and adequacy of all disclosures regardless of SEC staff action or inaction. Why it matters: 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.
What changed: SEC Division of Corporation Finance comment letter regarding Amendment No. 1 to a Preliminary Proxy Statement on Schedule 14A. The SEC staff directed Cactus Acquisition Corp. 1 Limited to revise its risk factor disclosures to incorporate Nasdaq Rule 5815, which the exchange amended effective October 7, 2024. Under the revised framework, Nasdaq may immediately suspend and delist the company’s securities upon issuing a delisting determination letter for failure to complete a business combination within the 36-month period following the IPO registration statement’s effectiveness. The staff specified that the applicable window ends on October 28, 2024, that reversal is only permissible if Nasdaq determines it made a factual error applying the rule, and that the company has ten business days to respond. Regarding SPAC mechanics, the comment establishes that missing the October 28, 2024 deadline triggers automatic delisting action rather than standard cure periods, fundamentally restructuring how the sponsor must manage extensions, shareholder redemptions, or a final closing. Why it matters: 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.
What changed: Preliminary proxy statement (PRER14A) soliciting shareholder votes at an extraordinary general meeting to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association, extending the business combination termination date, alongside a proposal to adjourn the meeting if necessary. Per the proxy statement, the Board proposes extending the Termination Date from November 2, 2024 to [blank] 2025. At the meeting, public shareholders of Class A ordinary shares may elect to redeem their shares for a per-share cash amount equal to the pro rata balance of the Trust Account, divided by outstanding Public Shares. Redemption demands require written identification (legal name, phone, address) and electronic delivery via DTC’s DWAC system or physical certificates to Continental Stock Transfer & Trust Company prior to 5:00 p.m. Eastern Time two business days before the Meeting. Unit holders must separate their units into Public Shares and warrants beforehand. Any redemption demand may be withdrawn freely before the deadline. According to the filing, if approved, the Current Sponsor (ARWM Pte Limited) or designees will fund the Trust via monthly loans beginning November 15, 2024, calculated as the lesser of $[blank] and $[blank] per public share, capped at a maximum aggregate of $[blank] over a [blank]-month period. Failure to deposit by any Contribution Date (allowing a three-business-day grace period) triggers immediate liquidation. These contributions are documented via non-interest-bearing, unsecured promissory notes repayable upon business combination completion or forfeited upon liquidation. The document discloses a Business Combination Agreement dated August 29, 2024, executed with VivoPower International PLC, Tembo e-LV B.V., Tembo Group B.V., and Tembo EUV Investment Corporation Limited, structured as a Share Exchange followed by a merger, though the Board clarifies no shareholder vote on the transaction itself occurs at this meeting. The Original Sponsor, Cactus Healthcare Management LP, initially purchased founder shares for $25,000, followed by a 0.1 share dividend resulting in 3,162,500 founder shares. IPO proceeds totaled $126,500,000 from selling 12,650,000 units at $10.00 per unit, supplemented by $7,300,000 from private warrants at $1.50 per warrant, bringing total IPO-related deposits to $129,030,000 in the Trust Account. Previous extensions on April 20, 2023, May 30, 2023, and November 2, 2023 triggered redemptions of 10,185,471 shares at approximately $10.48 per share, 204,178 shares at approximately $10.61 per share, and undisclosed amounts at approximately $[blank] per share, reducing the Trust from approximately $132.6 million to [redacted]. All current trust balances, estimated pro rata redemption prices, market prices, and sponsor contribution caps remain heavily redacted placeholders in this preliminary draft. Why it matters: 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.
What changed: A Corporate Correspondence (CORRESP) submitting a written response to Securities and Exchange Commission staff comments and an amended Preliminary Proxy Statement on Schedule 14A on behalf of Cactus Acquisition Corp. 1. On behalf of the Company, partner Giovanni Caruso of Loeb & Loeb LLP confirmed that the Company revised risk factor disclosures on page 13 of the Amended Proxy Statement to address an October 3, 2024 SEC staff letter questioning Nasdaq delisting rule applicability when extending the business combination deadline beyond 36 months from the IPO closing. The amendment includes expanded disclosure on exchange delisting consequences and whether Nasdaq listing remains a closing condition to the proposed merger, per the SEC staff’s request. No changes to the trust account balance, per-share redemption price, voting procedures, or definitive merger agreement terms were introduced in this correspondence. Why it matters: 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.
What changed: SEC Division of Corporation Finance comment letter dated October 3, 2024, addressed to Chief Executive Officer Gary Challinor at 4B Cedar Brook Drive, Cranbury, NJ 08512, responding to the Preliminary Proxy Statement on Schedule 14A (File No. 001-40981) filed September 27, 2024. The correspondence does not alter corporate terms but flags that the company's preliminary proxy disclosed a proposal to extend the termination date beyond 36 months from the IPO closing, acknowledging that Nasdaq will delist the securities thereafter. The SEC staff directs the company to revise page 13 of the Risk Factors to identify the applicable Nasdaq rule, clarify the non-compliance, or expand on the material consequences of delisting. Specifically, the division asks whether maintaining a Nasdaq Global Market listing is a closing condition to the proposed merger or if delisting would otherwise permit the transaction counterparty to terminate the merger agreement. The staff mandates a ten-business-day response window. No commercial, operational, customer, or revenue metrics are present in the text. Why it matters: 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.
What changed: A preliminary proxy statement (PRE 14A) convened by the Board of Cactus Acquisition Corp. 1 Ltd to solicit shareholder votes at an extraordinary general meeting in lieu of an annual meeting. First, the Board proposes amending the Articles to extend the Termination Date from November 2, 2024 to a blank date in 2025. Second, regarding redemption mechanics, the Company states public shareholders may redeem shares for a per-share price equal to the pro rata Trust Account balance, estimated at approximately $[_____] at the time of the Meeting, with the Trust holding approximately $[___] million as of [____________], 2024. Redemption payments tied to this extension will only process if the extension passes and is implemented. The Board proposes that the Current Sponsor (ARWM Pte Limited) deposit monthly contributions beginning November 2024, calculated as the lesser of $(x) and $(y) per outstanding publicly-held Class A ordinary share, with maximum aggregate Contributions of $[________] over the extension period. The Company confirms missing a monthly contribution triggers automatic liquidation. The Company also confirms it will not withdraw Trust funds to pay a potential 1% federal excise tax under the Inflation Reduction Act. If the extension fails, the Company states warrants will expire worthless, and the Original Sponsor agreed to indemnify the Trust to maintain no less than $10.20 per Public Share, though the Company notes the Sponsor ‘may not be able to satisfy those obligations.’ Third, regarding other substance, the Board states it executed a Business Combination Agreement on August 29, 2024 with VivoPower International PLC, Tembo e-LV B.V., Tembo Group B.V., and Merger Sub, structuring a Share Exchange followed by a Merger where Cactus survives as a subsidiary. Forward-looking statements indicate regulatory risks from CFIUS review due to non-U.S. person control by the Current Sponsor, and Investment Company Act classification risks that could force early liquidation. Management cites existing expenditures of ‘time, effort and money,’ while the ownership table shows directors Emmanuel Meyer, Huiyan Geng, and Joseph Thomassen hold Class A shares and Mr. Wills holds 60,000 assigned Class A Ordinary Shares and warrants vesting upon business combination consummation. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.