UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number 001-40981 (State or other jurisdiction of incorporation) (Commission File Number) Securities registered pursuant to S ...

PART I [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements.) The company reported a **$0.078 million** net loss for the quarter ended March 31, 2025, with **$9.22 million** in assets and a **$2.24 million** capital deficiency, sustained by financing activities while pursuing a business combination [Unaudited Condensed Balance Sheets](index=7&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) As of March 31, 2025, total assets were **$9.22 million**, with **$9.08 million** in trust, resulting in a **$2.24 million** capital deficiency Condensed Balance Sheet Data (in thousands USD) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $21 | $8 | | Cash held in trust account | $9,075 | $8,980 | | **Total Assets** | **$9,222** | **$9,184** | | **Liabilities & Capital** | | | | Total Current Liabilities | $2,389 | $2,273 | | Class A Ordinary Shares Subject to Possible Redemption | $9,075 | $8,980 | | Total Capital Deficiency | ($2,242) | ($2,069) | | **Total Liabilities, Shares Subject to Redemption and Capital Deficiency** | **$9,222** | **$9,184** | [Unaudited Condensed Statement of Operations](index=8&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations) The company reported a net loss of **$0.078 million** for the three months ended March 31, 2025, a decline from **$0.037 million** net earnings in the prior year, driven by increased expenses and reduced interest income Condensed Statement of Operations (in thousands USD) | Account | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Interest Earned on Trust Account | $95 | $277 | | Operating Expenses | ($143) | ($240) | | Financial Expenses | ($30) | $0 | | **Net Earnings (Loss)** | **($78)** | **$37** | [Unaudited Condensed Statement of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) Net cash provided by operating activities was **$0.033 million**, a reversal from the prior year, with financing activities providing **$0.075 million**, increasing total cash to **$9.096 million** Condensed Statement of Cash Flows (in thousands USD) | Category | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $33 | ($614) | | Net cash provided by financing activities | $75 | $890 | | **Net Change in Cash** | **$108** | **$276** | | **Cash at end of period** | **$9,096** | **$21,515** | [Notes to Condensed Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(unaudited)) Notes detail the company's blank check status, Business Combination Agreement with Tembo e-LV B.V., extended liquidation date, Nasdaq delisting, and reliance on sponsor funding, raising going concern doubts - The company is a blank check company that has altered its search focus from Israeli healthcare technology to global emerging technology companies, particularly in the energy renewables sector, following a change in sponsorship[34](index=34&type=chunk) - On August 29, 2024, the Company signed a Business Combination Agreement (BCA) with Tembo e-LV B.V., with consideration of **$838 million** to be paid entirely in newly issued shares of the combined company valued at **$10.00 per share**[45](index=45&type=chunk) - The company's mandatory liquidation date has been extended to November 2, 2025, which, along with funding needs, raises substantial doubt about its ability to continue as a going concern[46](index=46&type=chunk)[47](index=47&type=chunk) - The company was delisted from Nasdaq on November 5, 2024, for not completing an initial business combination within the required timeframe, and its securities now trade on the OTC market under the symbol CCTSF[50](index=50&type=chunk)[51](index=51&type=chunk) - The company has undergone multiple sponsor changes, with the original sponsor, Cactus LP, transferring 80% of its securities to EVGI Limited in February 2024, and EVGI subsequently transferring 100% of its holdings to ARWM Pte Limited in May 2024[37](index=37&type=chunk)[38](index=38&type=chunk)[74](index=74&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) The company faces significant liquidity issues with a **$2.24 million** working capital deficit, relying on sponsor loans to fund operations while pursuing a business combination with Tembo e-LV B.V. after its Nasdaq delisting - The company has a definitive Business Combination Agreement with Tembo e-LV B.V., with consideration valued at **$838 million**, payable in shares of the new combined entity[93](index=93&type=chunk) - The company was delisted from Nasdaq on November 5, 2024, and now trades on the OTC market, with an intent to apply for relisting on Nasdaq upon completion of the business combination[100](index=100&type=chunk) - The deadline to consummate a business combination was extended to November 2, 2025, leading to the redemption of **1,148,799 Class A shares** and the distribution of **$13.4 million** from the trust account[101](index=101&type=chunk)[102](index=102&type=chunk) - The company has significant liquidity issues, with only **$0.021 million** in its operating account and a working capital deficit of **$2.24 million** as of March 31, 2025, relying on loans from sponsors and third parties to fund operations[91](index=91&type=chunk)[107](index=107&type=chunk) - VivoPower, Tembo's parent company, received a non-binding proposal from Energi Holdings for a strategic acquisition of **51% of Tembo**, based on a **$200 million** enterprise value, and Energi has also provided a **$0.6 million** promissory note to the company[97](index=97&type=chunk)[98](index=98&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company's market risk is minimal, primarily limited to interest rate risk on short-term trust account investments, which are not expected to have material exposure to fluctuations - Proceeds from the IPO held in the trust account are invested in U.S. government treasury bills with maturities of 185 days or less or in money market funds compliant with Rule 2a-7[118](index=118&type=chunk) - Due to the short-term nature of these investments, management believes there is no material exposure to interest rate risk[118](index=118&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management identified a material weakness in internal controls due to insufficient qualified personnel and inadequate segregation of duties, rendering disclosure controls ineffective - Management concluded that disclosure controls and procedures were not effective as of December 31, 2024[120](index=120&type=chunk) - A material weakness was identified due to an insufficient number of qualified finance and accounting personnel, resulting in inadequate segregation of duties and increasing the risk of financial misstatements[123](index=123&type=chunk) - As of March 31, 2025, management has not remediated the material weakness, with planned corrective actions including enhanced review procedures and evaluating the need for additional personnel[121](index=121&type=chunk)[124](index=124&type=chunk) PART II [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings.) The company reports no legal proceedings - None[128](index=128&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors.) No material changes to previously disclosed risk factors have occurred - There have been no material changes with respect to the risk factors disclosed in our 2024 Annual Report[129](index=129&type=chunk) [Cybersecurity](index=29&type=section&id=Item%201C.%20Cybersecurity.) As a blank check company, it relies on third-party digital technologies and lacks internal cybersecurity resources, posing potential financial loss risks - The company has no operations of its own and relies on third-party digital technologies, making it vulnerable to security breaches in those systems[131](index=131&type=chunk) - The company lacks sufficient resources and dedicated personnel to adequately protect against, investigate, or remediate cybersecurity incidents[131](index=131&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No new information regarding unregistered sales of equity securities has been reported - Nothing that has not been previously reported[132](index=132&type=chunk) [Other Items](index=29&type=section&id=Other%20Items) The company reports no unresolved staff comments, defaults, or other material information for the period - Item 1B. Unresolved Staff Comments: None[130](index=130&type=chunk) - Item 3. Defaults Upon Senior Securities: None[133](index=133&type=chunk) - Item 4. Mine Safety Disclosures: Not applicable[134](index=134&type=chunk) - Item 5. Other Information: None[135](index=135&type=chunk)

IPO and Fundraising - The company completed its initial public offering on November 2, 2021, selling 12,650,000 units and generating gross proceeds of $126.5 million[57]. - A private sale of 4,866,667 private warrants was completed concurrently with the IPO, generating an additional $7.3 million[58]. - As of April 15, 2025, the trust fund holds $9.08 million, which may decrease due to shareholder redemptions[65]. - The net proceeds from the initial public offering and the sale of private warrants are invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[315]. Business Combination Agreement - The company entered into a Business Combination Agreement with Tembo e-LV B.V. on August 29, 2024, involving a multi-step transaction to become publicly traded[60]. - The Business Combination Agreement includes governance provisions and customary lock-up arrangements for Holdco shares[61]. - The transaction is structured to qualify as a tax-free reorganization under Section 351 of the U.S. Internal Revenue Code[61]. - The company engaged Gemini Valuation Services, LLC to provide a fairness opinion on the proposed transaction, concluding it is fair to CCTSF and its security holders[68]. - The company will rely solely on Tembo e-LV B.V. for its future performance post-combination, indicating a lack of business diversification[70]. Shareholder Redemption and Liquidation - Shareholders may redeem their shares for their pro rata share of the trust account upon approval of the business combination[79]. - If the initial business combination is not completed, the company will redeem public shares at a per-share price based on the aggregate amount in the trust account, which is approximately $11.12 per share[88]. - The redemption process incurs a nominal fee of $45.00 charged by the transfer agent, which may be passed on to shareholders by their brokers[81]. - Shareholders can withdraw their redemption requests at any time up to the vote on the proposed business combination[83]. - The company will cease operations and liquidate if it cannot complete the initial business combination by the end of the combination period[85]. - The original sponsor and other initial shareholders have waived their rights to liquidating distributions from the trust account concerning their founders shares if the initial business combination fails[86]. - The company expects to fund costs associated with dissolution from $10,000 held outside the trust account and potentially up to $100,000 of accrued interest[87]. - There is no guarantee that the actual per-share redemption amount will not be substantially less than $11.12 due to potential creditor claims against the trust account[88]. - The company may face claims from creditors that could deplete the trust account, affecting the redemption price for shareholders[95]. - Shareholders will only receive funds from the trust account upon specific conditions, including the completion of the initial business combination or the inability to complete it by the deadline[96]. - If the initial business combination is not completed by the end of the combination period, the company will terminate its existence and distribute all amounts in its trust account[100]. - The anticipated redemption price for public shares is approximately $11.12 per share, including interest, which is net of taxes payable[102]. Compliance and Internal Controls - The company is required to evaluate its internal control procedures for the fiscal year ended December 31, 2024, as mandated by the Sarbanes-Oxley Act[112]. - The company may face increased costs and time commitments to achieve compliance with internal control requirements post-closing[112]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[113]. Competition and Conflicts of Interest - The company faces intense competition from entities with greater financial resources and local industry knowledge, which may limit its ability to acquire sizable target businesses[103]. - Certain executive officers and directors have fiduciary duties to other companies, which may create potential conflicts of interest during the business combination process[104].

Financial Position - As of September 30, 2024, the company had $13,000 in cash and a working capital deficit of $858,000[108]. - As of September 30, 2024, approximately $13,000 is available outside of the trust account for working capital requirements, raising concerns about operational sustainability[128]. - The company has not generated any operating revenues to date and has incurred increased expenses related to being a public company and due diligence for potential business combinations[120]. - The company may face insufficient funds to operate prior to the initial business combination, which could lead to a forced liquidation of the trust account within 12 months[128]. - The company has requested additional loans from third parties but has not secured any funding to date, which may hinder the ability to complete an initial business combination[128]. Business Combination Efforts - The company entered into a Business Combination Agreement with Tembo, with a total consideration of $838 million to be paid entirely in newly issued ordinary shares valued at $10.00 each[112]. - The company intends to complete its initial business combination before the mandatory liquidation date to avoid dissolution[113]. - The company has been actively seeking potential business combination targets since its IPO in November 2021 but has not yet finalized any agreements[105]. - The company plans to apply for up-listing on the Nasdaq Stock Market upon completion of the business combination with Tembo[119]. Compliance and Regulatory Issues - The company received a notice from Nasdaq regarding non-compliance with the MVPHS Rule, requiring a minimum market value of publicly held shares of $15 million, with a compliance deadline of November 4, 2024[113]. - On November 1, 2024, the company extended the mandatory liquidation date from November 2, 2024, to November 2, 2025, with 1,148,799 Class A ordinary shares redeemed, leaving 3,926,071 shares outstanding[116]. Financial Obligations and Risks - As of September 30, 2024, the company had issued a promissory note to ARWM Inc Pte. Ltd. for up to $500,000, with a maturity date extended to June 30, 2025[122]. - The company is in discussions to extend the maturity date of a $600,000 promissory note issued to Energi Holding Limited, which is also due on November 1, 2024[124]. - A significant percentage of public shareholders have elected to redeem their shares, potentially reducing cash resources and necessitating third-party financing for a successful business combination[129]. - There is no assurance that financing plans or the consummation of an initial business combination will be successful, given the current financial constraints[129]. Investment and Expenditure - The net proceeds from the initial public offering and private warrants are invested in U.S. government treasury bills with a maturity of 185 days or less, minimizing exposure to interest rate risk[133]. - The company has not entered into any off-balance sheet arrangements or commitments for capital expenditures as of September 30, 2024[130]. - The company does not have any current intention to pay commitment fees or fund "no-shop" provisions for target businesses, although it retains the option[126]. - The company is focused on identifying and evaluating target businesses, which involves significant costs that may exceed current estimates[128].

Financial Position - As of December 31, 2023, the company had $78,000 in cash and a working capital deficit of $468,000[91]. - As of June 30, 2024, the Company had $35,000 in its operating bank account and a working capital deficit of $546,000[111]. - The Company has not engaged in any revenue-generating operations to date and has incurred increased expenses related to being a public company[110]. - A significant percentage of public shareholders have elected to redeem their shares, impacting cash resources and necessitating third-party financing for a potential business combination[120]. - The net proceeds from the initial public offering and private warrants are invested in U.S. government treasury bills with a maturity of 185 days or less, minimizing exposure to interest rate risk[123]. Shareholder Actions - On May 1, 2023, $106,733,855 was distributed from the trust account to shareholders who redeemed their shares, following the redemption of 10,185,471 Class A ordinary shares[91]. - During the second extension meeting on November 2, 2023, a total of 347,980 Class A ordinary shares were redeemed, resulting in 5,074,870 Class A ordinary shares outstanding[93]. - The company converted 3,162,499 founders' shares from Class B to Class A ordinary shares, leaving only 1 Class B ordinary share outstanding[97]. - The Company entered into a Second Purchase Agreement, transferring 2,360,000 Founders' Shares, representing 46.50% of the outstanding Class A Ordinary Shares, and 100% of the Class B Ordinary Shares[104]. Compliance and Regulatory Issues - The company received a notice from Nasdaq on June 29, 2023, indicating non-compliance with the MVLS Rule, requiring a minimum MVLS of $50 million for continued listing[98]. - The company was granted an extension until March 11, 2024, to regain compliance with the Minimum Total Holders Rule, which requires at least 400 total holders[99]. - The Company received a notice from Nasdaq indicating non-compliance with the MVPHS Rule, requiring a minimum Market Value of Publicly Held Shares of $15,000,000, with a compliance deadline of November 4, 2024[108]. Financial Commitments and Loans - The company committed to contribute up to $240,000 to the trust account, with monthly contributions expected to amount to approximately $19,124, totaling up to $229,485 over the second extension period[95]. - The Company has committed to funding up to $450,000 for transaction costs related to the potential initial business combination, with the full amount received in March 2023[112]. - The Company issued an unsecured promissory note to ARWM Inc Pte. Ltd. with a principal amount of up to $500,000, repayable by November 1, 2024, or upon the consummation of the initial business combination[105]. - The Company has advanced $151,000 under the promissory note issued to ARWM Inc Pte. Ltd. during May and June 2024[106]. - The Company has a convertible promissory note with a principal amount of $330,000 from the original sponsor, of which $290,000 was funded in February 2024[113]. - The Company is seeking additional loans to cover operational costs prior to the initial business combination, with only approximately $35,000 available outside the trust account[119]. - If the Company does not complete the initial business combination due to insufficient funds, it may be forced to liquidate its trust account within 12 months[119]. Management Changes - Following the second sponsor alliance, significant management changes occurred, including the resignation of the CEO and CFO, and the appointment of new board members[101].

Extension of Exclusivity Period - The exclusivity period for the Heads of Agreement between Tembo e-LV B V and Cactus Acquisition Corporation I has been extended to 31 August 2024 to allow Tembo to finalize a material transaction and update disclosures [1][2] About VivoPower - VivoPower is a global sustainable energy solutions B Corporation focused on electric solutions for off-road and on-road customised and ruggedised fleet applications as well as ancillary financing, charging, battery and microgrids solutions [3] - The company aims to provide turnkey decarbonisation solutions to help customers achieve net-zero carbon status [3] - VivoPower operates in multiple countries including Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines, and the United Arab Emirates [3] About Tembo - Tembo provides 100% electric utility vehicles (EUVs) for ruggedised and customised applications in industries such as mining, agriculture, energy utilities, defence, police, construction, infrastructure, government, humanitarian, and game safari [4] - The company focuses on delivering safe, high-performance off-road and on-road electric utility vehicles that meet high standards of safety, reliability, and quality [4] - Tembo's core purpose is to provide safe and reliable electrification solutions for utility vehicle fleet owners globally, helping them reduce costs, maximise return on assets, meet ESG goals, and activate the circular economy [4]

Core Points - VivoPower International PLC's electric vehicle subsidiary, Tembo e-LV B.V., has extended its exclusive heads of agreement with Cactus Acquisition Corporation I to August 31, 2024, to facilitate a material transaction and update disclosures [1][2] Company Overview - VivoPower is a global sustainable energy solutions B Corporation focused on electric solutions for customized fleet applications, including off-road and on-road vehicles, as well as financing, charging, battery, and microgrid solutions [3] - The company's mission is to provide turnkey decarbonization solutions to help customers achieve net-zero carbon status, with operations in multiple countries including Australia, Canada, the Netherlands, the UK, the US, the Philippines, and the UAE [3] Tembo Overview - Tembo specializes in electric utility vehicles (EUVs) designed for rugged and customized applications across various industries such as mining, agriculture, and defense [4] - The company aims to provide safe and reliable electrification solutions for utility vehicle fleet owners, focusing on extending vehicle life, reducing costs, maximizing asset returns, and meeting ESG goals [4]

Core Viewpoint - VivoPower International PLC's electric vehicle subsidiary, Tembo e-LV B.V., has extended its exclusive heads of agreement with Cactus Acquisition Corporation I to August 31, 2024, allowing more time to finalize a material transaction and update disclosures [1][15]. Company Overview - VivoPower is a global sustainable energy solutions B Corporation focused on electric solutions for customized fleet applications, including off-road and on-road vehicles, as well as ancillary services like financing, charging, battery, and microgrids [2]. - The company's mission is to provide turnkey decarbonization solutions to help customers achieve net-zero carbon status, with operations in multiple countries including Australia, Canada, the Netherlands, the UK, the US, the Philippines, and the UAE [2]. Tembo's Offerings - Tembo specializes in 100% electric utility vehicles designed for rugged and customized applications across various industries such as mining, agriculture, energy utilities, defense, and construction [3]. - The vehicles are engineered to meet high standards of safety, reliability, and quality, aiming to enhance the useful life of utility vehicle fleets, reduce costs, and support ESG goals [3].

Core Viewpoint - VivoPower International PLC's electric vehicle subsidiary, Tembo e-LV B.V., has extended its exclusive heads of agreement with Cactus Acquisition Corporation I to August 31, 2024, to facilitate a material transaction and update disclosures before finalizing a definitive business combination agreement [1][4]. Company Overview - VivoPower is a global sustainable energy solutions B Corporation focused on electric solutions for customized fleet applications, including off-road and on-road vehicles, as well as ancillary services like financing, charging, battery, and microgrids [2]. - The company operates in multiple countries, including Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines, and the United Arab Emirates [2]. Tembo's Offerings - Tembo provides 100% electric utility vehicles (EUVs) designed for ruggedized and customized applications across various industries such as mining, agriculture, energy utilities, defense, and construction [3]. - The core mission of Tembo is to deliver safe and reliable electrification solutions for utility vehicle fleet owners, aiming to enhance asset returns, reduce costs, and support ESG goals [3]. Transaction Details - The extension of the exclusivity period is aimed at allowing Tembo to complete a significant transaction and update necessary disclosures prior to the finalization of a business combination agreement [4].

Core Points - VivoPower International PLC announced a one-month extension of its exclusive heads of agreement with Cactus Acquisition Corporation I to July 31, 2024, to finalize the definitive business combination agreement and independent fairness opinion [12][6]. Company Overview - VivoPower is a global sustainable energy solutions B Corporation focused on electric solutions for customized fleet applications, including off-road and on-road vehicles, as well as ancillary services like financing, charging, battery, and microgrids [10]. - Tembo e-LV B.V., a subsidiary of VivoPower, specializes in 100% electric utility vehicles designed for rugged and customized applications across various industries, including mining, agriculture, and defense [13]. Transaction Details - If a definitive business combination agreement is executed, a full description of the transaction will be included in a registration statement on Form F-4, which will be filed with the U.S. Securities and Exchange Commission [14]. - Shareholders of CCTS and other interested parties will be able to access important documents related to the proposed transaction on the SEC's website once available [8].