Cactus Acquisition Corp. Reports $559,000 Net Loss for 2025, Plans Business Combination with Tembo e-LV B.V.

Cactus Acquisition Corp. 1 Ltd, a special purpose acquisition company (SPAC), has reported a net loss of $559,000 for the year ended December 31, 2025, a decrease from a net loss of $1,312,000 in the previous year. The reduction in losses is attributed to lower operating expenses, which fell to $753,000 from $2,024,000 in 2024, primarily due to decreased professional fees related to the proposed business combination with Tembo e-LV B.V. Interest income from investments held in the trust account also declined significantly, totaling $337,000 in 2025 compared to $1,016,000 in 2024, reflecting a reduced cash balance following shareholder redemptions.

Cactus Acquisition Corp. has faced significant changes in its operational landscape, including a delisting from the Nasdaq Stock Market on November 5, 2024, due to non-compliance with listing requirements. Following this, the company’s securities began trading on the OTC market. The delisting has limited liquidity and may hinder the company’s ability to attract potential business combination targets. In response to these challenges, the company has extended its combination period to November 2, 2026, allowing more time to complete a business combination, although this extension has resulted in further shareholder redemptions.

The company has entered into a Business Combination Agreement with Tembo e-LV B.V., with a proposed valuation of $838 million to be paid entirely in newly issued shares of the combined entity. Cactus has submitted a Form F-4 registration statement to the SEC, which is currently under review. The completion of this transaction is contingent upon various approvals and the satisfaction of customary closing conditions. As of May 31, 2026, the company reported approximately $641,000 remaining in its trust account, which may necessitate securing additional financing to complete the business combination.

Cactus Acquisition Corp. has undergone significant organizational changes, including a shift in focus from technology-based healthcare businesses to emerging technology companies in the renewables sector. The company has also experienced a change in management and board composition following a sponsor alliance. As of the latest report, the company has one officer and has not generated any operating revenues, with its activities primarily focused on identifying and evaluating potential business combinations.

Looking ahead, Cactus Acquisition Corp. faces several risks, including the potential inability to complete its initial business combination within the extended timeframe, which could lead to liquidation and a return of funds to shareholders at a reduced value. The company has acknowledged material weaknesses in its internal controls over financial reporting, which it is actively working to remediate. The management team remains committed to enhancing the company’s operational capabilities and successfully executing the proposed business combination with Tembo e-LV B.V.