Group 1 - VivoPower International PLC, a Nasdaq listed B Corporation, announced a one-month extension of its exclusive heads of agreement with Cactus Acquisition Corporation I to July 31, 2024 [1][7][13] - VivoPower focuses on providing sustainable energy solutions, particularly electric solutions for customized fleet applications, and aims to help customers achieve net-zero carbon status [2][9] - Tembo e-LV B.V., a subsidiary of VivoPower, specializes in 100% electric utility vehicles for ruggedized applications across various industries, including mining, agriculture, and defense [9][2] Group 2 - The extension of the exclusivity period is intended to allow additional time to finalize the definitive business combination agreement and obtain an independent fairness opinion [13] - VivoPower operates in multiple countries, including Australia, Canada, the Netherlands, the UK, the US, the Philippines, and the UAE, indicating a broad international presence [2] - The company aims to provide turnkey decarbonization solutions, enhancing the sustainability and efficiency of utility vehicle fleets globally [9][2]

Business Combination and Compliance - The company completed its initial public offering in November 2021 and has not yet reached a definitive agreement for a business combination [158]. - A non-binding heads of agreement was entered into with Tembo e-LV B.V. regarding a potential business combination transaction [189]. - The company has until December 26, 2023, to regain compliance with the Minimum Value of Listed Securities (MVLS) Rule, which requires a minimum MVLS of $50 million [166]. - The company expects to apply to transfer its securities to The Nasdaq Capital Market if compliance is not achieved by November 4, 2024 [174]. - The company received a notice from Nasdaq indicating non-compliance with the Minimum Total Holders Rule, requiring at least 400 total holders for continued listing [167]. - 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 [190]. - The company extended its mandatory liquidation date from November 2, 2023, to November 2, 2024, following a shareholder vote [218]. Financial Performance - For the three months ended March 31, 2024, the company reported net earnings of $37,000, a significant decrease from $1,067,000 for the same period in 2023 [205]. - The company experienced a net cash used in operating activities of $614,000 for the three months ended March 31, 2024, compared to net cash provided of $1,264,000 in the same period of 2023 [205]. - The total cash, cash equivalents, and cash held in a trust account at the end of the period was $21,515,000, down from $132,400,000 at the end of March 31, 2023 [205]. - The company has raised substantial doubt about its ability to continue as a going concern for the next twelve months due to uncertainties in completing a business combination [208]. Funding and Expenses - The company has incurred increased expenses due to being a public company, including legal and financial reporting costs, and has not generated any operating revenues to date [175]. - The original sponsor committed to funding up to $450,000 for transaction costs related to the potential initial business combination, which was fully drawn in March 2023 [177]. - Monthly contributions to the trust account are expected to amount to approximately $19,124 per month, totaling up to $229,485 over the twelve-month second extension period [178]. - The company raised $890,000 from financing activities during the three months ended March 31, 2024, including $600,000 from a promissory note and $290,000 from a sponsor loan [205]. Shareholder Actions - As of May 1, 2023, $106,733,855 was distributed from the trust account to shareholders who redeemed their shares, with 10,185,471 Class A ordinary shares redeemed [161]. - On October 24, 2023, the original sponsor converted 3,162,499 Class B ordinary shares to Class A ordinary shares, leaving only 1 Class B ordinary share outstanding [165]. - The company issued and sold 12,650,000 units at an offering price of $10.00 per unit during its initial public offering [220].

Table of Contents FORM 10-K Commission File Number 001-40981 Cayman Islands 333-258042 N/A (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.) 4B Cedar Brook Drive Cranbury, NJ 08512 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (609) 495-2222 Not Applicable (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by ...

Tembo E-LV ("Tembo"), a subsidiary of VivoPower International PLC ("VivoPower"), will merge with CCTS ("Cactus Acquisition Corp. 1 Limited"), a NASDAQ-listed company. Tembo will be the surviving entity and upon closing, will change its name to Tembo Group. CCTS has $25m of cash on its balance sheet, as of its last quarterly filing. VivoPower shareholders on the final record date will receive 5 Tembo Group shares for each 1 VivoPower share held. Final Business Combination Agreement, an independent fairness o ...

PART I [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents Cactus Acquisition Corp. 1 Limited's unaudited condensed financial statements, including balance sheets, operations, and cash flows, with detailed notes on accounting and significant events [Unaudited Condensed Financial Statements](index=8&type=section&id=Unaudited%20Condensed%20Financial%20Statements) The financial statements show a significant asset decrease from share redemptions, net earnings from interest income, substantial cash outflow from financing, and a **$5.22 million** capital deficiency as of September 30, 2023 Condensed Balance Sheet Data (in thousands USD) | Account | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$24,651** | **$131,411** | | Cash and cash equivalents | $28 | $243 | | Cash held in trust account | $24,597 | $130,893 | | **Total Liabilities** | **$5,277** | **$4,570** | | **Class A Ordinary Shares Subject to Possible Redemption** | **$24,597** | **$130,893** | | **Total Capital Deficiency** | **($5,223)** | **($4,052)** | Condensed Statement of Operations Data (in thousands USD) | Description | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Interest Earned on Trust Account | $2,405 | $770 | | Operating Expenses | ($971) | ($656) | | **Net Earning for the Period** | **$1,434** | **$114** | Condensed Statement of Cash Flows Data (Nine Months Ended Sep 30, 2023, in thousands USD) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash provided by operating activities | $1,940 | | Net cash used by financing activities | ($108,451) | | **Net Change in Cash** | **($106,511)** | [Notes to Condensed Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's SPAC nature, financing, and key events, including extending the business combination deadline, substantial share redemptions, Nasdaq deficiency notices, sponsor loans, and substantial doubt about its going concern ability - The Company is a blank check company formed to effect a business combination, focusing on Israeli technology-based life science businesses[26](index=26&type=chunk)[52](index=52&type=chunk) - The business combination deadline was extended to **November 2, 2024**, raising substantial doubt about the Company's ability to continue as a going concern[32](index=32&type=chunk)[58](index=58&type=chunk)[83](index=83&type=chunk) - In May and June 2023, **10,389,649 Class A ordinary shares** were redeemed, distributing over **$108.9 million** from the Trust Account[37](index=37&type=chunk)[62](index=62&type=chunk) - The company received Nasdaq deficiency notices for failing to meet minimum market value of listed securities (MVLS) and total holders requirements, and has submitted a plan to regain compliance[65](index=65&type=chunk)[67](index=67&type=chunk)[91](index=91&type=chunk) - The Sponsor provided a **$450,000** promissory note, fully drawn by August 2023, to finance operations, with a new convertible promissory note for up to **$120,000** issued in November 2023[105](index=105&type=chunk)[118](index=118&type=chunk)[127](index=127&type=chunk) - Subsequent to quarter end, on **November 2, 2023**, the company extended the business combination deadline to **November 2, 2024**, resulting in the redemption of an additional **347,980 Class A shares**[89](index=89&type=chunk)[122](index=122&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, operational results, and liquidity, highlighting trust account reduction, reliance on sponsor loans, going concern doubt, and efforts to regain Nasdaq compliance - The company is a blank check company without a definitive agreement for an initial business combination[131](index=131&type=chunk) - The trust account value significantly reduced from approximately **$132.6 million** to about **$21.0 million** by November 2023 due to multiple share redemptions[145](index=145&type=chunk)[155](index=155&type=chunk) - The company relies on sponsor funding for working capital, having drawn down a **$450,000** loan and secured an additional **$120,000** loan commitment post-quarter end[142](index=142&type=chunk) - The company received Nasdaq deficiency notices for non-compliance with the Minimum Value of Listed Securities (MVLS) and Minimum Total Holders rules; the sponsor converted **3,162,499 Class B shares** into Class A shares on **October 24, 2023**, to help regain MVLS compliance[138](index=138&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - Insufficient funds to operate and complete a business combination before the **November 2, 2024**, deadline raise substantial doubt about the company's ability to continue as a going concern[148](index=148&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has minimal market risk as trust account proceeds are invested in short-term U.S. government treasury bills or money market funds, with potential liquidation to cash reducing interest income - The company's trust account funds are invested in short-maturity U.S. government treasury bills or money market funds, indicating no material exposure to interest rate risk[149](index=149&type=chunk) - To mitigate investment company classification risk, the company may liquidate treasury holdings and hold cash, likely resulting in minimal interest earned on trust account funds[185](index=185&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of **September 30, 2023**, with no material changes in internal control over financial reporting during the most recent fiscal quarter - Based on a **September 30, 2023**, evaluation, the company's principal executive and financial officers concluded that disclosure controls and procedures were effective[150](index=150&type=chunk) - No material changes occurred in internal control over financial reporting during the most recent fiscal quarter[151](index=151&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings to which it is a party - None[203](index=203&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) This section updates key risk factors, including failure to complete a business combination by **November 2, 2024**, adverse impact of share redemptions, potential Nasdaq delisting, and heightened geopolitical risks in Israel - The company may not complete a business combination by the **November 2, 2024**, deadline, leading to cessation of operations and liquidation[154](index=154&type=chunk)[177](index=177&type=chunk) - Significant share redemptions reduced the trust account to approximately **$21.0 million**, potentially preventing the company from meeting minimum cash closing conditions for a business combination[155](index=155&type=chunk)[207](index=207&type=chunk) - The company is not in compliance with Nasdaq's Minimum Value of Listed Securities (MVLS) and Minimum Total Holders Rules, facing delisting if compliance is not regained by specified deadlines[182](index=182&type=chunk)[183](index=183&type=chunk)[208](index=208&type=chunk) - The company's focus on Israeli-connected businesses exposes it to additional risks, particularly from ongoing armed conflict in the region, potentially disrupting target search or future operations[189](index=189&type=chunk)[191](index=191&type=chunk)[218](index=218&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The use of proceeds from the company's Initial Public Offering (IPO) has not materially changed from the intended use described in the final prospectus - The use of net proceeds from the IPO does not reflect a material change from the expected use described in the final prospectus[220](index=220&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section is not applicable as the company has no senior securities upon which to default - Not applicable[194](index=194&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's business - Not applicable[221](index=221&type=chunk) [Other Information](index=36&type=section&id=Item%205.%20Other%20Information) The company reports no other information to disclose in this section - None[227](index=227&type=chunk) [Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including a new promissory note to the sponsor and certifications by the Principal Executive and Financial Officers Filed Exhibits | Exhibit No. | Description | | :--- | :--- | | 10.1 | Promissory Note, dated November 8, 2023 | | 31.1 | Certification of Principal Executive Officer (Sec. 302) | | 31.2 | Certification of Principal Financial Officer (Sec. 302) | | 32.1 | Certification of Principal Executive Officer (Sec. 906) | | 32.2 | Certification of Principal Financial Officer (Sec. 906) | | 101 | Inline XBRL Documents |

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: | --- | |--------------| | | | | | | | Six months | | ended | | June 30, | | 2023 | This may make a comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used. As of June 30, 2023, the Company had 3,162,500 ...

● "SEC" are to the U.S. Securities and Exchange Commission; ● "$," "US$" and "U.S. dollar" each refer to the United States dollar; and This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in th ...

Any potential target business with which we enter into negotiations concerning a business combination is aware that we must complete our initial business combination within 18 months (or 24 months, if an extension is approved at our upcoming April 20, 2023 extraordinary general meeting) from the closing date of our initial public offering. Consequently, any such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combinat ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40981 Cactus Acquisition Corp. 1 Ltd. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other ju ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40981 Cactus Acquisition Corp. 1 Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdictio ...