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Cactus Acquisition 1 (CCTS) - 2024 Q1 - Quarterly Report
CCTSCactus Acquisition 1 (CCTS)2024-05-15 21:12

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 50million[166].−ThecompanyexpectstoapplytotransferitssecuritiestoTheNasdaqCapitalMarketifcomplianceisnotachievedbyNovember4,2024[174].−ThecompanyreceivedanoticefromNasdaqindicatingnon−compliancewiththeMinimumTotalHoldersRule,requiringatleast400totalholdersforcontinuedlisting[167].−ThecompanyreceivedanoticefromNasdaqindicatingnon−compliancewiththeMVPHSRule,requiringaminimummarketvalueofpubliclyheldsharesof50 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,asignificantdecreasefrom37,000, 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 614,000forthethreemonthsendedMarch31,2024,comparedtonetcashprovidedof614,000 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,downfrom21,515,000, 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 450,000fortransactioncostsrelatedtothepotentialinitialbusinesscombination,whichwasfullydrawninMarch2023[177].−Monthlycontributionstothetrustaccountareexpectedtoamounttoapproximately450,000 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 229,485overthetwelve−monthsecondextensionperiod[178].−Thecompanyraised229,485 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 600,000fromapromissorynoteand600,000 from a promissory note and 290,000 from a sponsor loan [205]. Shareholder Actions - As of May 1, 2023, 106,733,855wasdistributedfromthetrustaccounttoshareholderswhoredeemedtheirshares,with10,185,471ClassAordinarysharesredeemed[161].−OnOctober24,2023,theoriginalsponsorconverted3,162,499ClassBordinarysharestoClassAordinaryshares,leavingonly1ClassBordinaryshareoutstanding[165].−Thecompanyissuedandsold12,650,000unitsatanofferingpriceof106,733,855 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].