For the fiscal quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 333-2 ...

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 March 31, 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 Cactus Acquisition Corp. 1 Ltd. (Exact name of registrant as specified in its charter) Cayman Islands 333- ...

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].

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 to fund 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 has not entered into any off-balance sheet arrangements or commitments for capital expenditures as of September 30, 2024, indicating a conservative financial approach[130]. 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 apply for up-listing on the Nasdaq Stock Market upon completion of the business combination with Tembo[119]. - The company has engaged in discussions with potential business combination targets but has not yet reached a definitive agreement[105]. - A significant percentage of public shareholders have elected to redeem their shares, which may further reduce cash resources and necessitate third-party financing for a successful business combination[129]. - The company may need to secure financing by issuing additional securities simultaneously with the completion of a business combination, but there is no assurance that this will be successful[129]. 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, and has until November 4, 2024, to regain compliance[113]. - On November 1, 2024, the company extended its 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]. Financing and Debt - 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 has been in discussions to extend the maturity date of a $600,000 promissory note issued to Energi Holding Limited past November 1, 2024[124]. - The company has requested additional loans from third parties but has not secured any additional funding to date, which may hinder the ability to complete an initial business combination[128]. Use of Funds - The company intends to use substantially all funds in the trust account for the initial business combination, with remaining proceeds allocated for working capital and growth strategies[125]. - The company is using proceeds held outside the trust account primarily for identifying and evaluating target businesses, which includes due diligence and negotiation costs[126]. - The net proceeds from the initial public offering and the sale of 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]. Operational Concerns - There is uncertainty regarding the ability to continue operations if the initial business combination is not completed due to insufficient funds, with a potential liquidation date within 12 months[128]. - The company has entered into a non-redemption agreement with a third party, where the third party agreed not to redeem 500,000 Class A ordinary shares in exchange for 125,000 founder shares[117]. - The company has not established any special purpose entities or guaranteed any debt or commitments of other entities, maintaining a straightforward financial structure[130].

Financial Position - As of December 31, 2023, the company had $78,000 in cash and a working capital deficit of $468,000[103]. - As of June 30, 2024, the Company had a working capital deficit of $546,000, with only $35,000 available in its operating bank account[130]. - The company has not engaged in any revenue-generating operations to date and has incurred increased expenses related to being a public company[129]. - The company has not secured additional funding despite seeking loans from third parties to cover operational costs leading up to the initial business combination[142]. - As of December 31, 2023, the company had no off-balance sheet arrangements or commitments for capital expenditures[144]. Shareholder Transactions - On May 1, 2023, $106,733,855 was distributed from the trust account to shareholders who redeemed their shares, resulting in 2,464,529 publicly-held Class A ordinary shares outstanding[103]. - During the second extension meeting on November 10, 2023, $3,813,082 was distributed from the trust account to shareholders who redeemed their shares, leaving 5,074,870 Class A ordinary shares outstanding[105]. - 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 to ARWM Pte Limited[121]. - The company may need to secure third-party financing for a business combination due to significant shareholder redemptions[143]. Compliance and Regulatory Matters - 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[112]. - The company regained compliance with the MVLS Rule on February 15, 2024, after closing at $50 million or more for ten consecutive business days[114]. - The company submitted a plan to regain compliance with the Minimum Total Holders Rule by October 23, 2023, and was granted an extension until March 11, 2024[116]. - 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[126]. Business Operations and Future Plans - The company plans to seek further extensions of the combination period, which would require shareholder approval and may impact the trust account and capitalization[109]. - The Company has entered into non-binding heads of agreement with Tembo e-LV B.V. regarding a potential business combination transaction, with extensions granted until August 31, 2024[125]. - The company has committed to using substantially all funds in its trust account for the initial business combination, with remaining proceeds allocated for working capital[139]. - If the Company does not complete its initial business combination by the Maturity Date, it may be forced to liquidate its trust account, raising substantial doubt about its ability to continue as a going concern[142]. Management Changes - A change in management occurred on February 23, 2024, with the resignation of the CEO and CFO, and new board members appointed[118]. Financing and Investment - 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[122]. - The Company has advanced $151,000 under the promissory note issued to ARWM Inc Pte. Ltd. during May and June 2024[138]. - 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[147]. - There is no assurance that financing for the business combination will be available on acceptable terms[143]. Risk Factors - Due to the short-term nature of investments, the company believes there will be no material exposure to interest rate risk[147]. - The company does not participate in transactions that create relationships with unconsolidated entities or financial partnerships[144]. - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities[144].

Financial Position - As of December 31, 2023, the company had $78,000 in cash and a working capital deficit of $468,000[93]. - As of March 31, 2024, the company had $19,000 in its operating bank account and a working capital deficit of $480,000[119]. - As of May 14, 2024, only approximately $19,000 is available outside of the trust account to fund working capital requirements, raising concerns about the ability to continue operations[127]. Shareholder Actions - The first extension meeting resulted in the redemption of 10,185,471 Class A ordinary shares, leaving 2,464,529 shares outstanding, with $106,733,855 distributed from the trust account[93]. - During the second extension meeting, 347,980 Class A ordinary shares were redeemed, resulting in 5,074,870 shares outstanding, with $3,813,082 distributed from the trust account[95]. - The company committed to contribute up to $240,000 to the trust account during the first extension period, and approximately $229,485 over the second extension period[94][98]. - The original sponsor converted 3,162,499 Class B ordinary shares to Class A ordinary shares, leaving only 1 Class B ordinary share outstanding[102]. - The second sponsor alliance involved the transfer of 2,360,000 founders' shares and 3,893,334 private placement warrants, constituting 93.3% of the original sponsor's securities[113]. Compliance and Regulatory Issues - The company received a notice from Nasdaq for non-compliance with the MVLS Rule, requiring a minimum MVLS of $50 million for continued listing[103]. - The company submitted a plan to regain compliance with the Minimum Total Holders Rule after receiving a notice for non-compliance, which was accepted by Nasdaq[106][107]. - The company received a notice from Nasdaq on May 7, 2024, indicating non-compliance with the MVPHS Rule, requiring a minimum market value of publicly held shares of $15,000,000[115]. - The company has until November 4, 2024, to regain compliance with the MVPHS Rule or may face delisting from Nasdaq[116]. Business Operations and Future Plans - The company has not engaged in any revenue-generating operations to date and has only incurred expenses related to being a public company and due diligence for potential business combinations[118]. - The company may seek further extensions of the combination period, which would require shareholder approval and could impact the trust account and capitalization[99]. - The company entered into a non-binding heads of agreement with Tembo e-LV B.V. for a potential business combination transaction on April 2, 2024[114]. - The company intends to use funds held in its trust account to complete its initial business combination and finance operations of the target business[123]. Funding and Financial Commitments - The company has received commitments for loans totaling $1,500,000 from its original sponsor and partners to cover transaction costs related to the potential business combination[121][122][131]. - The net proceeds from the initial public offering are invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[134]. - The company has not entered into any off-balance sheet arrangements or commitments for capital expenditures as of December 31, 2023[132].

Funding and Financial Position - Energi Holding Limited committed to funding the company up to $600,000, which was fully drawn on March 25, 2024[48]. - The company has raised a total of $126.5 million from its initial public offering, selling 12,650,000 units[66]. - Following the IPO, the company completed a private sale of 4,866,667 private warrants, generating an additional $7.3 million[67]. - As of April 4, 2024, the company has $21,494,229 available in its trust fund, which may decrease due to shareholder redemptions[69]. - The company must acquire target businesses with a fair market value of at least 80% of the trust account balance at the time of the business combination[70]. - The company may seek third-party financing if it does not meet the $5,000,001 net tangible asset threshold due to share redemptions[78][80]. - The redemption amount for shareholders upon dissolution could be significantly less than the estimated $11.24 due to potential creditor claims[93]. - The trust account holds funds that may be reduced below $11.24 per public share due to claims from creditors, impacting shareholder returns[96]. - The company has a liability to ensure that the trust account maintains at least $11.24 per public share, net of interest for taxes[96]. - If the initial business combination is not completed by November 2, 2024, the company will liquidate and distribute the trust account funds[99]. - Shareholders can redeem their shares for cash equal to the amount in the trust account, currently anticipated to be approximately $11.24 per share[108]. - The original sponsor is liable if claims reduce the trust account funds below $11.24 per public share, net of taxes[113]. Business Combination and Acquisition Strategy - The company entered into a non-binding heads of agreement with Tembo e-LV B.V. for a potential business combination transaction on April 2, 2024[48]. - The company aims to identify and acquire businesses in the clean and sustainable energy industry, focusing on segments like carbon, hydrogen, and renewable energy[50]. - The company has a flexible approach to structuring its initial business combination, which may include cash, debt, or equity securities[69]. - The fair market value of the target business will be assessed based on standards such as sales, earnings, cash flow, and book value, with a threshold of $5,000,001 in net tangible assets required for business combination[72][78]. - The company plans to complete its business combination with a single entity, which may lead to a lack of diversification and increased dependency on the performance of that single business[73]. - There is no assurance that the management of the target business will possess the necessary skills or experience to manage a public company effectively[74][76]. - Shareholders will have the option to either approve the business combination at a general meeting or sell their shares through a tender offer, with the decision made at the company's discretion[77][82]. - The company will only consummate the initial business combination if it has net tangible assets of at least $5,000,001[100]. - Shareholders must exercise their redemption rights to receive funds from the trust account during the initial business combination[99]. Management and Operational Considerations - The management team has extensive experience in clean energy and sustainable infrastructure, enhancing the company's ability to create value[53]. - The company is positioned to leverage its global network and regulatory insights to identify and evaluate potential acquisition targets[52]. - The company may negotiate employment agreements for key personnel post-business combination, but their continued involvement is uncertain[75]. - Certain executive officers and directors may have fiduciary duties to other entities, potentially precluding the company from pursuing certain acquisition opportunities[111]. - The company has two officers and intends to devote necessary time to affairs until the initial business combination is completed[116]. Regulatory and Compliance Aspects - The company is classified as an "emerging growth company," allowing it to take advantage of reduced reporting requirements[120]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[123]. - The company is not required to have its internal control procedures audited due to its status as an emerging growth company[119]. - Amendments to the memorandum and articles of association require approval from at least two-thirds of Class A ordinary shares[104]. Risks and Competition - The company faces intense competition from entities with greater resources and local industry knowledge, limiting its ability to acquire sizable target businesses[110]. - The redemption of public shares due to failure to complete the initial business combination will reduce the book value per share for remaining shareholders[110]. - Financial statements of prospective target businesses will be provided to shareholders as part of proxy solicitation materials[118].

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].

Financial Performance - The company reported net earnings of $1,067,000 for the three months ended March 31, 2023, compared to a net loss of $256,000 for the same period in 2022, indicating a significant turnaround [19][25]. - Basic and diluted earnings per Class A ordinary share for the period was $0.09, compared to a loss of $0.02 per share in the prior year [19]. - The Company recorded a net loss of $322,000 for the three months ended March 31, 2023, compared to a net loss of $268,000 for the same period in 2022 [60]. - The basic and diluted earnings per Class A ordinary share subject to possible redemption was $0.09 for the three months ended March 31, 2023 [60]. Assets and Liabilities - As of March 31, 2023, total current assets decreased to $311,000 from $518,000 as of December 31, 2022, representing a decline of approximately 40% [13][14]. - The company had total liabilities of $4,685,000 as of March 31, 2023, compared to $4,570,000 at the end of 2022, showing a slight increase of about 2.5% [16]. - The accumulated deficit increased to $4,374,000 as of March 31, 2023, from $4,052,000 at the end of 2022, indicating a rise of approximately 8% [17]. - Cash, cash equivalents, and cash held in a trust account at the end of the period totaled $132,400,000, up from $129,782,000 at the end of the same period last year, reflecting an increase of approximately 2% [26]. Initial Public Offering and Financing - The initial public offering raised a total of $126.5 million, with an additional $2.53 million invested by the sponsor to preserve a redemption value of $10.20 per share [33]. - The Company issued 12,650,000 units at an offering price of $10.00 per unit during its Initial Public Offering, with a total gross proceeds of $126,500,000 [47]. - The Company has broad discretion regarding the application of net proceeds from the public offering, primarily aimed at consummating an initial business combination [36]. - The Company drew down $250,000 from a $450,000 promissory note in May 2023 to finance operations and the extension of the business combination deadline [39][66]. Business Combination and Strategic Focus - The Company intends to focus its search for a business combination on Israeli technology-based life science businesses, indicating a strategic market focus [29]. - The Company extended the deadline for consummating an Initial Business Combination from May 2, 2023, to November 2, 2023, raising concerns about its ability to continue as a going concern [39]. - An extraordinary general meeting was held on April 20, 2023, where shareholders approved the Extension Amendment Proposal, extending the deadline for a business combination from May 2, 2023, to November 2, 2023 [69]. Shareholder Actions and Share Structure - Non-Redeeming Shareholders agreed not to redeem an aggregate of 2,000,000 Class A ordinary shares, with 2,464,528 Class A ordinary shares ultimately not redeemed, resulting in an additional 30,000 Class B ordinary shares due to them [70]. - A total of 10,185,471 Class A ordinary shares were redeemed during the Extension, leaving 2,464,529 Class A ordinary shares outstanding [72]. - As of March 31, 2023, the Company had 2,264,529 Class A ordinary shares outstanding after redeeming 10,185,471 shares [53]. - The Company has authorized up to 500,000,000 Class A ordinary shares, with 12,650,000 shares outstanding as of March 31, 2023 [52]. - Class B ordinary shares are convertible into Class A ordinary shares on a one-to-one basis, with 3,162,500 Class B shares outstanding as of March 31, 2023 [56]. - The Company has no Preference shares issued and outstanding as of March 31, 2023, from an authorized amount of 5,000,000 shares [57]. Trust Account and Investments - $106,733,855 was distributed from the Trust Account to shareholders who redeemed their shares [72]. - The net proceeds from the initial public offering are invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk [91]. - The Sponsor and the Company committed to contribute up to $240,000 to the Trust Account, with $40,000 due on or before May 2, 2023, and subsequent monthly contributions until November 2, 2023 [73]. Underwriting and Commissions - The Company paid an underwriting commission of $2,530,000, which is 2.0% of the gross proceeds from the Public Offering [51]. - The Company will pay a Deferred Underwriting Compensation of 3.5% ($4,428 thousand) of the gross proceeds of the Public Offering upon completion of the initial Business Combination [67]. - Interest earned on marketable securities held in the trust account was $1,389,000 for the three months ended March 31, 2023, a substantial increase from $12,000 in the same period last year [19].