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, which includes a merger and share exchange[60]. - The Business Combination Agreement is structured to qualify as a tax-free reorganization under Section 351 of the U.S. Internal Revenue Code[61]. - The company is no longer required to meet the 80% fair market value test for target businesses due to its delisting from Nasdaq, but customary valuation practices will still be applied[66]. - The company engaged Gemini Valuation Services, LLC to provide a fairness opinion on the proposed transaction with Tembo, concluding that the consideration is fair[68]. - The business combination will depend entirely on the future performance of Tembo e-LV B.V., indicating a lack of diversification[70]. Shareholder Redemption and Rights - Shareholders may redeem their shares for their pro rata share of the trust account upon approval of the business combination[79]. - The company will seek to maintain net tangible assets of at least $5,000,001 to avoid regulatory complications during the business combination[77]. - The company has until November 2, 2025, to complete its initial business combination, or it may continue to seek a different target until the end of the combination period[84]. - 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, estimated at approximately $11.12 per share[88]. - The redemption process requires shareholders to deliver their shares to the transfer agent, with a nominal fee of $45.00 typically charged to the tendering broker[81]. - Shareholders can withdraw their redemption requests at any time before the vote on the proposed business combination[83]. - The company has agreed not to propose amendments that would affect public shareholders' redemption rights without providing an opportunity for redemption at the per-share price based on the trust account[86]. - There is a risk that the actual per-share redemption amount may be less than $11.12 due to potential claims from creditors against the trust account[90]. - 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]. - Shareholders will only receive funds from the trust account upon specific conditions, including the completion of the initial business combination or inability to complete it by the deadline[96]. - The company may face claims from creditors that could affect the funds available for shareholder redemption, especially in the event of bankruptcy or liquidation[95]. - The anticipated redemption price for public shares is approximately $11.12 per share, including interest, as of two business days prior to the completion of the initial business combination[102]. - If the initial business combination is not completed by the end of the combination period, the company will terminate and distribute all amounts in its trust account[100]. Competition and Conflicts of Interest - The company faces intense competition from entities with greater 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]. Regulatory and Reporting Requirements - The company is required to provide shareholders with audited financial statements of Tembo as part of the registration statement and proxy materials for the shareholder vote[111]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[113]. - The company will remain a smaller reporting company until certain market value or revenue thresholds are met[116]. - The company has agreed to indemnify against claims that reduce the amount of funds in its trust account below $11.12 per public share[107].

Table of Contents 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 quarter ended September 30, 2024 ☐ 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 Cactus Acquisition Corp. 1 Ltd (Exact name of registrant as specified in its charter) | --- ...

Table of Contents 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 quarter ended June 30, 2024 ☐ 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 Cactus Acquisition Corp. 1 Ltd (Exact name of registrant as specified in its charter) | --- | -- ...

Table of Contents 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 year ended March 31, 2024 ☐ 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 Cactus Acquisition Corp. 1 Ltd (Exact name of registrant as specified in its charter) 4B Ce ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ 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 Cactus Acquisition Corp. 1 Ltd (Exact name of registrant as specified in its charter) Cayman Islands 333-258042 N/A (State ...

Financial Performance - Net earnings for the three months ended September 30, 2023, were $147,000, compared to $403,000 for the same period in 2022, a decrease of 63.5%[15]. - Net earnings for the nine months ended September 30, 2023, were $1.434 million, compared to $114 thousand for the same period in 2022, representing a significant increase[19]. - For the three months ended September 30, 2023, the net loss was $169 thousand, compared to a net loss of $184 thousand for the same period in 2022[71]. - Basic and diluted earnings per Class A ordinary share for the three months ended September 30, 2023, were $0.16, compared to $0.03 for the same period in 2022, an increase of 433.3%[15]. - The basic and diluted earnings per Class A ordinary share subject to possible redemption for the three months ended September 30, 2023, was $0.16, compared to $0.03 for the same period in 2022[71]. Assets and Liabilities - Total current assets decreased from $518,000 in December 2022 to $54,000 in September 2023, a decline of approximately 90.6%[13]. - Cash held in trust account decreased significantly from $130,893,000 in December 2022 to $24,597,000 in September 2023, representing an 81.2% reduction[13]. - The total liabilities increased from $4,570,000 in December 2022 to $5,277,000 in September 2023, an increase of 15.4%[13]. - The accumulated deficit increased from $(4,052,000) in December 2022 to $(5,223,000) in September 2023, reflecting a worsening of 28.9%[13]. - The total capital deficiency increased from $(4,052,000) in December 2022 to $(5,223,000) in September 2023, indicating a decline of 28.9%[13]. Shareholder Activity - The weighted average of Class A ordinary shares subject to possible redemption decreased from 12,650,000 in September 2022 to 2,260,351 in September 2023, a reduction of approximately 82.1%[15]. - The Company redeemed $108.901 million of Class A Ordinary shares during the nine months ended September 30, 2023[19]. - A total of 10,185,471 Class A ordinary shares were redeemed in connection with the First Extension, leaving 2,464,529 shares outstanding[41]. - Following the Second Extension Meeting, 347,980 Class A ordinary shares were redeemed, resulting in 5,074,870 Class A ordinary shares outstanding[82]. - As of September 30, 2023, the Company had 2,260,351 Class A ordinary shares outstanding after redemptions of 10,389,649 shares from the initial offering of 12,650,000 shares[63]. Funding and Financing - The Company raised a total of $126.5 million from its Public Offering, with $129.03 million placed in the Trust Account[26]. - The Company plans to finance its initial Business Combination with net proceeds from the Public Offering and Private Placement[26]. - The Company has drawn down $450 thousand from a promissory note with the Sponsor to finance operations and extensions[33]. - The Company signed a convertible promissory note for up to $120 thousand from the Sponsor, received in November 2023[33]. - The Sponsor agreed to contribute up to $229,485 to the Company's Trust Account over the twelve-month Second Extension period, based on the number of publicly-held Class A ordinary shares[87]. Compliance and Regulatory Matters - The Company received a Nasdaq deficiency notice on June 29, 2023, for not meeting the $50 million market value requirement, with a compliance deadline of December 26, 2023[47][48]. - The Company submitted a plan to regain compliance with the Minimum Total Holders Rule by the October 23, 2023 deadline, receiving an extension until March 6, 2024[51]. - The Company is monitoring compliance with the Minimum Total Holders Rule, with an extension granted until March 6, 2024[80]. Operational Expenses - Operating expenses for the three months ended September 30, 2023, were $169,000, slightly down from $184,000 in the same period of 2022, a decrease of 8.2%[15]. - The Company paid an underwriting commission of $2,530 thousand, which is 2.0% of the gross proceeds from the Public Offering[60]. - The Company has a Deferred Underwriting Compensation of 3.5% ($4,428 thousand) of the gross proceeds from the Public Offering, payable upon completion of the initial Business Combination[78]. Market Conditions - The current armed conflict in Israel and the Gaza Strip could materially impact the Company's ability to find and procure funding for a business combination with an Israeli-based company[79]. Miscellaneous - The Company has invested net proceeds from its IPO in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[90]. - The Sponsor converted 3,162,499 Class B ordinary shares into Class A ordinary shares on October 24, 2023, leaving only one Class B ordinary share outstanding[67]. - The Company signed an Administrative Services Agreement with the Sponsor, paying a fixed $10 thousand per month for administrative expenses[74]. - A convertible promissory note was signed on March 16, 2022, allowing the Company to borrow up to $450 thousand from the Sponsor, with $250 thousand drawn in May 2023 and the remaining $200 thousand funded in August 2023[75][76]. - A new convertible promissory note was issued on November 8, 2023, allowing the Company to borrow up to $120 thousand from the Sponsor, with the full amount received on November 13, 2023[88][89].

Financial Performance - Net earnings for the period increased to $1,286,000 in the six months ended June 30, 2023, compared to a net loss of $289,000 in the same period of 2022[17]. - Operating expenses rose to $803,000 in the six months ended June 30, 2023, up from $183,000 in 2022, representing a 338.8% increase[17]. - The accumulated deficit increased from $4,052,000 in 2022 to $4,935,000 in 2023, reflecting a worsening financial position[13]. - The net loss attributable to Class A ordinary shares for the three months ended June 30, 2023, was $(591) thousand, with a basic and diluted loss per share of $(0.02)[79]. Assets and Liabilities - Total current assets decreased from $518,000 in 2022 to $273,000 in 2023, a decline of 47.4%[13]. - Cash held in trust account decreased significantly from $130,893,000 in 2022 to $24,161,000 in 2023, a drop of 81.5%[13]. - Total liabilities increased from $4,570,000 in 2022 to $5,208,000 in 2023, an increase of 13.9%[13]. Cash Flow and Financing - The company reported a cash flow from operating activities of $1,839,000 for the six months ended June 30, 2023, compared to a cash outflow of $255,000 in 2022[22]. - The redemption of Class A ordinary shares amounted to $108,901,000 in the financing activities for the six months ended June 30, 2023[24]. - The Company raised a total of $126.5 million from its Public Offering, with $129.03 million placed in a Trust Account[33]. - The Company drew down $250,000 from a $450,000 promissory note to finance operations[40]. - The Company drew down $250 thousand from a $450 thousand promissory note in May 2023, with the remaining $200 thousand drawn in August 2023[85][87]. Shareholder Information - The weighted average of Class A ordinary shares subject to possible redemption was 9,000,141 for the six months ended June 30, 2023[17]. - A total of 10,185,471 Class A ordinary shares were redeemed during the Extension, leaving 2,464,529 Class A ordinary shares outstanding[47]. - As of June 30, 2023, the Company issued and sold a total of 12,650,000 Class A ordinary shares for an aggregate consideration of $126,500 thousand, with redemptions reducing the amount to 2,260,351 shares outstanding[67]. - The Company is authorized to issue up to 500,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, with 3,162,500 Class B shares outstanding as of June 30, 2023[66][72]. - Class B ordinary shares are convertible into Class A ordinary shares on a one-to-one basis at any time or automatically upon the business combination[69]. Business Strategy and Compliance - The Company aims to focus on Israeli technology-based life science businesses for potential mergers or acquisitions[29]. - The Company extended the deadline for consummating an Initial Business Combination from May 2, 2023, to November 2, 2023[39]. - The Company received a notice from Nasdaq regarding non-compliance with the market value listing rule, requiring a market value of at least $50 million by December 26, 2023[52][53]. - The Sponsor committed to contribute up to $240,000 to the Trust Account to support operations until the business combination is completed[49]. - The Company has substantial doubt about its ability to continue as a going concern if a business combination is not completed by the Mandatory Liquidation Date[40]. Underwriting and Compensation - The Company paid an underwriting commission of 2.0% of the gross proceeds from the Public Offering, totaling $2,530 thousand[65]. - The Company recognized a deferred underwriting compensation of 3.5% ($4,428 thousand) of the gross proceeds from the Public Offering, payable upon completion of the initial Business Combination[86]. - The Sponsor purchased 4,866,667 Private Warrants at a price of $1.50 per warrant, totaling approximately $7.3 million[60]. Investment and Risk Management - The Company has invested net proceeds from the initial public offering in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[115].

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 March 31, 2023 ☐ 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 jurisdicti ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 | --- | --- | --- | |---------------------------|---------------------|------------------------------------------| | | | | | | | Name of each exchange on which | | Title of each class | Trading Symbol(s) | registered | FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE A ...

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 | | --- | -- ...