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].
Cactus Acquisition Corp. 1 Ltd.(CCTSU) - 2024 Q1 - Quarterly Report