Cactus Acquisition Corp. 1 Ltd.(CCTSU) - 2025 Q1 - Quarterly Report

Business Combination and Acquisitions - The company signed a Business Combination Agreement with Tembo e-LV B.V. on August 29, 2024, with a total consideration of $838 million to be paid in newly issued ordinary shares valued at $10.00 each [93]. - The company received a non-binding proposal from Energi Holdings for a strategic acquisition of 51% of Tembo, valuing the enterprise at $200 million [97]. Financial Performance and Position - As of March 31, 2025, the company reported a net loss of approximately $79,000, with $94,000 in interest income and operating expenses totaling $173,000 [106]. - The company had $21,000 in cash and a working capital deficiency of $2,242,000 as of March 31, 2025, indicating significant liquidity challenges [91]. - A total of 1,148,799 Class A ordinary shares were redeemed during the Third Extension, leaving 3,926,071 Class A ordinary shares outstanding [101]. - The company issued an unsecured promissory note to Energi for $600,000, with a balance of approximately $646,000 due as of March 31, 2025 [109]. Regulatory and Operational Challenges - The company is subject to delisting from Nasdaq due to not completing an initial business combination within 36 months, with trading suspended on November 5, 2024 [100]. - The company anticipates using substantially all funds in its trust account for the initial business combination, with additional loans being sought to cover operational costs [112]. - The company has incurred increased expenses related to being a public entity and due diligence for potential business combinations since its IPO in November 2021 [105]. - The company has not generated any operating revenues to date, relying solely on non-operating income from interest on trust account funds [105]. Investment and Risk Management - The net proceeds from the initial public offering and private warrants sale are invested in U.S. government treasury bills with a maturity of 185 days or less [118]. - The company has no material exposure to interest rate risk due to the short-term nature of these investments [118].