Cactus Acquisition Corp. Reports $1.3 Million Net Loss and Shifts Focus to Renewable Energy

Cactus Acquisition Corp. 1 Limited, a blank check company incorporated in the Cayman Islands, has reported a net loss of $1.3 million for the year ended December 31, 2024, compared to a net income of $1.6 million in the previous year. The company's financial performance was primarily driven by $1 million in interest income from marketable securities held in its trust account, offset by operating expenses of $2.3 million. The significant increase in operating expenses from $1.1 million in 2023 to $2.3 million in 2024 reflects the costs associated with being a public company and ongoing efforts to identify a suitable business combination target.

Cactus Acquisition has undergone notable changes in its management and strategic direction. Following a series of sponsor alliances, the company shifted its focus from technology-based healthcare businesses in Israel to emerging technology companies globally, particularly in the renewable energy sector. The company entered into a Business Combination Agreement with Tembo e-LV B.V. on August 29, 2024, with a proposed valuation of $838 million, to be paid entirely in newly issued shares of the combined entity. This agreement is subject to various regulatory approvals and shareholder votes.

As of April 15, 2025, Cactus Acquisition had approximately $9.1 million in its trust account, down from $21.2 million at the end of 2023, due to significant redemptions by shareholders during extension meetings. The company has extended its deadline to complete a business combination to November 2, 2025, following shareholder approval. A total of 1,148,799 Class A ordinary shares were redeemed in connection with this extension, leaving 3,926,071 shares outstanding. The company has also entered into non-redemption agreements with certain shareholders to encourage participation in the upcoming business combination.

The company is classified as a smaller reporting company and an emerging growth company, allowing it to take advantage of certain exemptions from disclosure requirements. However, it has identified material weaknesses in its internal controls over financial reporting, which management is currently addressing. The company has also been delisted from the Nasdaq and is now trading on the OTC market, which may limit liquidity and affect its ability to attract future financing. The management team is actively working to remediate these issues and is focused on completing the business combination with Tembo, which is expected to enhance its growth prospects in the renewable energy sector.