UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarter ended
For the transition period from _______________ to _______________
Commission File Number
(Exact name of registrant as specified in its charter)
|
|
333-258042 |
|
||
|
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
|
|
|
Over The Counter (OTC) Markets |
||
|
|
|
Over The Counter (OTC) Markets |
||
|
|
|
Over The Counter (OTC) Markets |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
|
|
☒ |
Smaller reporting company |
|
|
Emerging growth company |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 14, 2024,
CACTUS ACQUISITION CORP. 1 LTD.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
CERTAIN TERMS
Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report” or “Form 10-Q”), references to:
“administrative support services agreement” are to the administrative support services agreement between us and the original sponsor dated as of May 21, 2021;
“administrative services agreement termination” are to the administrative services agreement termination agreement between us and the original sponsor dated as of May 21, 2021;
“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association, which went into effect upon the completion of our IPO and were amended on May 30, 2023;
“articles amendment meeting” are to the extraordinary general meeting held on May 30, 2023 at which we sought approval to amend our amended and restated memorandum and articles of association to provide that the existing restriction that prevents the issuance of additional shares that would vote together with the publicly held Class A ordinary shares on a proposal to approve our initial business combination will not apply to the issuance of Class A ordinary shares upon conversion of Class B ordinary shares where the holders of the converted shares waive their rights to proceeds from our trust account;
“ARWM” are to ARWM Pte Limited, our third sponsor;
“Board” our board of directors from time to time;
“initial business combination” are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;
“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;
“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;
“combination period” are to the 30-month period from the closing of the IPO to November 2, 2024 (or such earlier date as determined by the Board) reflecting the first extension and the second extension, that we have to consummate an initial business combination; provided that the combination period may be further extended pursuant to an amendment to the amended and restated memorandum and articles of association and consistent with applicable laws, regulations and stock exchange rules;
“deferred underwriting fee waivers” are to the waivers from the representatives of the underwriters of the IPO, with respect to the underwriters’ respective entitlement to the payment of any deferred underwriting commissions in respect of the IPO;
“directors” are to our past and current directors;
“Energi” are to Energi Holding Limited;
“Exchange Act” are to the Securities Exchange Act of 1934, as amended;
“EVGI” are to EVGI Limited, our second sponsor
“equity-linked securities” are to any securities of our company that are convertible into or exchangeable or exercisable for, Class A ordinary shares of our company;
“first extension” are to the extension, to November 2, 2023, of the deadline for our entry into an initial business combination under our amended and restated memorandum and articles of association;
“first extension meeting” are to the extraordinary general meeting in lieu of our 2023 annual general meeting held on April 20, 2023 at which we sought approval for, among related matters, (i) the first extension and (ii) a related extension of the term of the trust agreement until November 2, 2023;
“first extension non-redeeming shareholders” are to the several unaffiliated third party shareholders with whom we and the original sponsor entered into the first NRAs;
“first NRAs” are to the non-redemption agreements entered into with the first extension non-redeeming shareholders in connection with the first extension;
“founders shares” are to our 3,162,499 Class A ordinary shares and 1 Class B ordinary share, in the aggregate, initially purchased in the form of Class B ordinary shares in a private placement (2,875,000 shares), or received in a share dividend (287,500 shares), by our original sponsor prior to our IPO, and the 1 Class A ordinary shares that will be issued upon the automatic conversion of those the remaining 1 Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);
“founder share conversion” are to the conversion by our original sponsor 3,162,499 of the 3,162,500 founders shares from Class B ordinary shares to Class A ordinary shares on October 24, 2023;
“head of agreement” are to the non-binding heads of agreement with Tembo regarding a potential business combination transaction;
“IFRS” are to international financing reporting standards as issued by the International Accounting Standards Board;
“Investment Company Act” are to the Investment Company Act of 1940, as amended;
“IPO” or “initial public offering” refers to the initial public offering of our Class A ordinary shares, which was consummated on November 2, 2021;
“IPO promissory note” are to the promissory note issued by us to our original sponsor on May 24, 2021, which was repaid on November 2, 2021;
“letter agreement” are to the letter agreement entered into between us and our original sponsor, the other initial shareholders, directors and officers on or prior to the date of our IPO, the form of which was filed as an exhibit to the registration statement for our IPO;
“letter agreement waiver” are to the agreement by which we waived the transfer restrictions applicable to the sponsor transferred securities dated February 15, 2024;
“management” or our “management team” are to our officers and directors;
“note termination agreement” are to the note termination agreement, dated February 15, 2024, by and between us and our original sponsor;
“original sponsor” are to Cactus Healthcare Management LP, our first sponsor, a Delaware limited partnership, including, where applicable, its affiliates;
“other initial shareholders” are to holders of our founder shares prior to our IPO, other than our original sponsor;
“private warrants” are to the 4,866,667 warrants that were issued and sold to our original sponsor in a private placement simultaneously with the closing of our initial public offering;
“public shareholders” are to the holders of our public shares, including our original sponsor, officers and directors to the extent our original sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;
“public shares” are to our Class A ordinary shares sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);
“public units” are to the units (consisting of public shares and warrants) sold in our initial public offering;
“registration rights agreement” are to the registration rights agreement dated November 2, 2021among us, the original sponsor and any other holders of our securities who become party thereto from time to time, the form of which was filed as an exhibit to the registration statement for our IPO;
“registration rights joinder agreement” are to the joinder agreement to the registration rights agreement dated February 15, 2024 among our original sponsor, the successor sponsor and us;
“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;
“SEC” are to the U.S. Securities and Exchange Commission;
“second extension” are to the extension, to November 2, 2024, of the deadline for our entry into an initial business combination under our amended and restated memorandum and articles of association;
“second extension meeting” are to the extraordinary general meeting held on November 2, 2023 approval for, among related matters, the second extension;
“second extension non-redeeming shareholders” are to the several unaffiliated third party shareholders with whom we and the original sponsor entered into the first NRAs;
“second NRAs” are to the non-redemption agreements entered into with the second extension non-redeeming shareholders in connection with the second extension;
“second sponsor” are to EVGI Ltd, an English private limited company, including, where applicable, its affiliates;
“second sponsor alliance” are to the transfers of 80% of the founders shares and 80% of the private warrants held by the sponsor to the successor sponsor, including all agreements executed in connection with such transfers, which closed on February 23, 2024;
“Securities Act” are to the Securities Act of 1933, as amended;
“sponsor shareholders” are to our original or first sponsor, Cactus Healthcare Management LP, the second sponsor, EVGI Ltd, and the third sponsor, ARWM Pte Limited;
“sponsor transfer” are to the transfer of the sponsor transferred securities from the original sponsor to the second sponsor and from the second sponsor to the third sponsor;
“second sponsor” are to EVGI Ltd, an English private limited company, including, where applicable, its affiliates;
“second sponsor alliance” are to the transfers of 80% of the founders shares and 80% of the private warrants held by the original sponsor to the second sponsor, including all agreements executed in connection with such transfers, which closed on February 23, 2024;
“third sponsor” are to ARWM Pte, Limited, including, where applicable, its affiliates;
“third sponsor alliance” are to the transfers of 100% of the founders shares and 100% of the private warrants held by the second sponsor to the third sponsor, including all agreements executed in connection with such transfers, which closed on May 16, 2024;
“trust account” are to the U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee;
“trust agreement” are to the investment management trust agreement, dated as of November 2, 2021, by and between our company and Continental Stock Transfer & Trust Company, as trustee;
“unit” are to a unit consisting of one Class A ordinary share and one-half warrant;
“warrants” are to our redeemable warrants sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and the private warrants;
“we,” “us,” “our,” the “company” or “our company” are to Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company;
“2023 Annual Report” are to our annual report on Form 10-K for the year ended December 31, 2023, which we filed with the SEC on April 15, 2023;
“2024 SPAC Rules” are to the new rules and regulations for special purpose acquisition companies adopted by the SEC on January 24, 2024, which will become effective on July 1, 2024; and
“$,” “US$” and “U.S. dollar” each refer to the United States dollar.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements contained in this Annual Report are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:
|
● |
our ability to complete our initial business combination with a business that reflects our strategy; |
|
● |
our expectations around the performance of the prospective target business or businesses; |
|
● |
our ability to remain qualified for continued listing on the Nasdaq Stock Market despite the likelihood of substantial redemptions of our ordinary shares; |
|
● |
our potential ability to obtain additional financing to complete our initial business combination; |
|
● |
the ability of the combined company resulting from our initial business combination to qualify for initial listing on the Nasdaq Stock Market despite the substantial redemptions of our ordinary shares in connection with the first extension meeting and the second extension meeting; |
|
● |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
|
● |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
|
● |
our pool of prospective target businesses; |
|
● |
risks associated with acquiring a business that reflects our strategy; |
|
● |
the ability of our officers and directors to generate a number of potential acquisition opportunities; |
|
● |
our public securities’ potential liquidity and trading; |
|
● |
the lack of a market for our securities; |
|
● |
the use of proceeds not held in our U.S.-based trust account at Bank of America, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (“trust account”) or available to us from interest income on our trust account balance; |
|
● |
our trust account not being subject to claims of third parties; or |
|
● |
our financial performance following our initial public offering or following our initial business combination. |
Additionally, on January 24, 2024, the SEC (as defined below) adopted the 2024 SPAC Rules, which became effective on July 1, 2024, and will affect our ability to effect a business combination transaction. The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to business combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both initial public offerings and business combination transactions of special purpose acquisition companies; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions; and (iv) the requirement that both the of special purpose acquisition company and its target company be co-registrants for registration statements relating to business combination transactions. In addition, the SEC’s adopting release provided guidance describing circumstances in which a special purpose acquisition company like ourselves could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including its duration, asset composition, business purpose, and the activities of the special purpose acquisition company and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.
The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Item 1A. Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
PART I - FINANCIAL INFORMATION
CACTUS ACQUISITION CORP. 1 LIMITED
UNAUDITED CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2024,
AND FOR THE NINE AND THREE MONTHS ENDED ON THAT DATE
CACTUS ACQUISITION CORP. 1 LIMITED
UNAUDITED CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2024, AND FOR THE NINE MONTHSENDED ON THAT DATE
INDEX
|
Page |
|
| F-2 | |
| F-3 | |
| F-4 | |
| F-5 | |
CACTUS ACQUISITION CORP. 1 LIMITED
UNAUDITED CONDENSED BALANCE SHEETS
|
September 30, |
December 31, |
||||||||
|
Note |
2024 |
2023 |
|||||||
|
U.S. Dollars in thousands |
|||||||||
|
A s s e t s |
|||||||||
|
CURRENT ASSETS: |
|||||||||
|
Cash and cash equivalents |
|||||||||
|
Prepaid expenses |
|||||||||
|
TOTAL CURRENT ASSETS |
|||||||||
|
NON-CURRENT ASSETS: |
|||||||||
|
Cash held in trust account |
|||||||||
|
TOTAL ASSETS |
|||||||||
|
Liabilities, shares subject to possible redemption and capital deficiency |
|||||||||
|
CURRENT LIABILITIES: |
|||||||||
|
Accrued expenses and other liabilities |
|||||||||
|
Sponsor loan |
|||||||||
|
Promissory Notes |
|||||||||
|
Related Party |
|||||||||
|
TOTAL CURRENT LIABILITIES |
|||||||||
|
LONG TERM LIABILITIES - |
|||||||||
|
Underwriter’s deferred compensation |
7 |
||||||||
|
TOTAL LIABILITIES |
|||||||||
|
COMMITMENTS AND CONTINGENCIES |
|
||||||||
|
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: |
|||||||||
|
CAPITAL DEFICIENCY: |
4 |
||||||||
|
Class A ordinary shares, $ |
|||||||||
|
Class B ordinary shares, $ |
* | * | |||||||
|
Preference Shares, $ |
|||||||||
|
Additional paid in capital |
|||||||||
|
Accumulated deficit |
( |
) | ( |
) | |||||
|
TOTAL CAPITAL DEFICIENCY |
( |
) | ( |
) | |||||
|
TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY) |
|||||||||
(*) Represents an amount less than 1 thousand US Dollars
The accompanying notes are an integral part of these unaudited condensed financial statements.
CACTUS ACQUISITION CORP. 1 LIMITED
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
|
Nine months ended September 30, 2024 |
Nine months ended September 30, 2023 |
Three months ended September 30, 2024 |
Three months ended September 30, 2023 |
|||||||||||||
|
U.S. Dollars in thousands |
||||||||||||||||
|
Except per share data |
||||||||||||||||
|
INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT |
||||||||||||||||
|
OPERATING EXPENSES |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
FINANCIAL EXPENSES |
( |
) | ( |
) | ||||||||||||
|
NET EARNINGS (LOSS) FOR THE PERIOD |
( |
) | ( |
) | ||||||||||||
|
WEIGHTED AVERAGE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION |
||||||||||||||||
|
BASIC AND DILUTED EARNINGS PER CLASS A ORDINARY SHARE, see Note 5 |
||||||||||||||||
|
WEIGHTED AVERAGE OF NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES OUTSTANDING |
||||||||||||||||
|
BASIC AND DILUTED EARNINGS (LOSS) PER NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARE, see Note 5 |
( |
) | ( |
) | ( |
) | ||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
CACTUS ACQUISITION CORP. 1 LIMITED
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY)
|
Class A Ordinary shares |
Class B Ordinary shares |
|||||||||||||||||||||||||||
|
Number of shares |
Par value |
Number of shares |
Par value |
Additional paid-in capital |
Accumulated Deficit |
Total |
||||||||||||||||||||||
| U.S. dollars in thousands (except share data) | ||||||||||||||||||||||||||||
|
BALANCE AT JANUARY 1, 2024 |
* | * | ( |
) | ( |
) | ||||||||||||||||||||||
|
Sponsor Loan Cancelation |
||||||||||||||||||||||||||||
|
Valuation of promissory note |
||||||||||||||||||||||||||||
|
Accretion of Class A common stock subject to redemption amount as of September 30, 2024 |
( |
) | ( |
) | ||||||||||||||||||||||||
|
Underwriters’ deferred compensation waiver |
||||||||||||||||||||||||||||
|
Net loss for the period |
( |
) | ( |
) | ||||||||||||||||||||||||
|
BALANCE AT SEPTEMBER 30, 2024 |
- | * | ( |
) | ( |
) | ||||||||||||||||||||||
|
BALANCE AT JULY 1, 2024: |
- | * | ( |
) | ( |
) | ||||||||||||||||||||||
|
Accretion of Class A common stock subject to redemption amount as of September 30, 2024 |
( |
) | ( |
) | ||||||||||||||||||||||||
|
Net loss for the period |
( |
) | ( |
) | ||||||||||||||||||||||||
|
BALANCE AT SEPTEMBER 30, 2024 |
- | * | ( |
) | ( |
) | ||||||||||||||||||||||
|
BALANCE AT JANUARY 1, 2023: |
* | ( |
) | ( |
) | |||||||||||||||||||||||
|
Accretion of Class A common stock subject to redemption amount as of September 30, 2023 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
|
Sponsor surrender of |
||||||||||||||||||||||||||||
|
Net loss for the period |
||||||||||||||||||||||||||||
|
BALANCE AT SEPTEMBER 30, 2023 |
* | - | ( |
) | ( |
) | ||||||||||||||||||||||
| BALANCE AT JULY 1, 2023: | * | ( |
) | ( |
) | |||||||||||||||||||||||
| Accretion of Class A common stock subject to redemption amount as of September 30, 2023 | ( |
) | ( |
) | ||||||||||||||||||||||||
| Net loss for the period | ||||||||||||||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2023 | * | ( |
) | ( |
) | |||||||||||||||||||||||
(*) Represents an amount less than 1 thousand US Dollars
The accompanying notes are an integral part of these unaudited condensed financial statements.
CACTUS ACQUISITION CORP. 1 LIMITED
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
|
Nine months ended September 30, 2024 |
Nine months ended September 30, 2023 |
|||||||
|
U.S. Dollars in thousands |
||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
|
Net earnings (loss) for the period |
( |
) | ||||||
|
Financial expenses |
||||||||
|
Changes in operating assets and liabilities: |
||||||||
|
Decrease (increase) in prepaid expenses |
( |
) | ||||||
|
Increase (decrease) in accrued expenses |
( |
) | ||||||
|
Net cash used in (provided by) operating activities |
( |
) | ||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
|
Proceeds from Sponsor loan |
||||||||
|
Proceeds from promissory note |
||||||||
|
Redemption of Class A Ordinary shares |
( |
) | ||||||
|
Net cash provided by financing activities |
( |
) | ||||||
|
NET CHANGE IN CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT |
( |
) | ||||||
|
CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT BEGINNING OF THE PERIOD |
||||||||
|
CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT END OF THE PERIOD |
||||||||
|
RECONCILIATION OF CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT: |
||||||||
|
Cash and cash equivalents |
||||||||
|
Cash held in trust account |
||||||||
|
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD |
||||||||
|
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: |
||||||||
|
Sponsor Loan Cancelation |
||||||||
|
Valuation of promissory note |
||||||||
|
Underwriters’ deferred compensation waiver |
||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
CACTUS ACQUISITION CORP. 1 LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS:
|
a. |
Organization and General |
Cactus Acquisition Corp. 1 Limited (hereafter – the Company) is a blank check company, incorporated on April 19, 2021 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination).
The Company is an early stage and an emerging growth company, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
All activity for the period from inception through September 30, 2024 relates to the Company’s formation, its initial public offering (the "Public offering") described below and its search for a target company. The Company generates interest income on proceeds held in the trust account derived from the Public Offering and the private placement (as defined below in Note 3).
|
b. |
Sponsor and Financing |
On February 9, 2024, the Company’s first sponsor, Cactus Healthcare Management, L.P. (“Cactus LP”), entered into a sponsor securities purchase agreement with EVGI Limited (“EVGI”), the Company’s second sponsor, pursuant to which, on February 23, 2024, Cactus LP transferred to EVGI
On April 29, 2024, a subsequent sponsor securities purchase agreement was executed between EVGI, the Company’s second sponsor, and ARWM Pte Limited (ARWM”), the Company’s third sponsor, pursuant to which, on May 16, 2024, EVGI transferred to ARWM
See Note 6 Related Party Transactions regarding Second Sponsor Alliance, Third Second Sponsor Alliance, and Promissory Notes for additional information.
The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on October 28, 2021. The initial stage of the Company’s Public Offering— the sale of
NOTE 1 - GENERAL (continued):
|
c. |
The Trust Account |
The proceeds held in the Trust Account are invested in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $
|
d. |
Initial Business Combination |
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least
The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $
If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”
|
e. |
Initial Business Combination / Extension Amendment |
Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100 thousand of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
NOTE 1 - GENERAL (continued):
On November 2, 2023, the Company held an extraordinary general meeting (the “Second Extension Meeting”), at which the Company’s shareholders voted to approve the Second Extension, which extended the Mandatory Liquidation Date from November 2, 2023 to November 2, 2024.
On April 2, 2024, the Company entered into a non-binding heads of agreement with Tembo e-LV B.V. (Tembo), a private company incorporated under the laws of the Netherlands, regarding a potential business combination transaction. The Company’s Chief Executive Officer is also the Chief Operating Officer and Chief Financial Officer of VivoPower International PLC, which owns 100% of Tembo.
On August 29, 2024, the Company and Tembo signed a Business Combination
Agreement (BCA). Under the BCA, the consideration to be paid to the equity holders of Tembo is $
On November 1, 2024, the Company held an extraordinary general meeting (the “Third Extension Meeting”), at which the Company’s shareholders voted to approve the Third Extension, which extended the mandatory liquidation date from November 2, 2024 to November 2, 2025. See Note 9 Subsequent Events for additional information.
The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in Note 7) held by them if the Company fails to complete the initial Business Combination within 18 months of the closing of the Public Offering or during any extended time that the Company has to consummate
an initial Business Combination beyond 18 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.
In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein.
NOTE 1 - GENERAL (continued):
|
f. |
Substantial Doubt about the Company’s Ability to Continue as a Going Concern |
On November 2, 2024 the Company extended the date by which the Company has to consummate an Initial Business Combination from November 2, 2024 to November 2, 2025 (hereafter – the Mandatory Liquidation Date). If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete an Initial Business Combination before the Mandatory Liquidation Date.
However, there can be no assurance that the Company will be able to consummate any business combination ahead of the Mandatory Liquidation Date, nor that they will be able to raise sufficient funds to complete an Initial Business Combination. These matters raise substantial doubt about the Company’s ability to continue as a going concern, for the subsequent twelve months following the issuance date of these financial statements. No adjustments have been made to the carrying
amounts and classification of assets or liabilities should the Company fail to obtain financial support in its search for an Initial Business Combination, nor if it is required to liquidate after the Mandatory Liquidation Date. See also Note 5.
No adjustments have been made to the carrying amounts of assets or liabilities should the Company fail to obtain financial support in its search for an Initial
Business Combination, nor if it is required to liquidate after the Mandatory Liquidation Date.
|
g. |
Emerging Growth Company |
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make a comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used.
NOTE 1 - GENERAL (continued):
|
h. |
Notice of Delisting |
On June 29, 2023, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(A) (the “MVLS Rule”), which requires the Company to have at least $50 million market value of listed securities (the “MVLS”) for continued listing on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Notice states that the Company has 180 calendar days, or until December 26, 2023, in which to regain compliance with the MVLS Rule. The Company took steps to regain compliance prior to the December 26, 2023 date and in January 2024, Nasdaq staff notified the Company that it had regained compliance the MVLS rule.
On September 8, 2023, the Company, received an additional written notice (the “Total Holders Notice”) from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). In accordance with Nasdaq Listing Rule 5810(c)(2)(A)(i), the Total Holders Notice stated that the Company had 45 calendar days, or until October 23, 2023, to submit a plan to regain compliance with the Minimum Total Holders Rule.
On October 23, 2023, the Company submitted a plan to regain compliance with the Minimum Total Holders Rule. On November 9, 2023 Nasdaq accepted the Company’s plan, and in doing so Nasdaq granted the Company an extension until March 6, 2024 (subsequently extended to March 11, 2024) to evidence compliance with the Minimum Total Holders Rule. On March 12, 2024 the Company received notice from Nasdaq that it was once again in compliance with the Minimum Total Holders Rule.
On May 7, 2024, the Company received a written notice (the “Notice”) from Nasdaq indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”), which requires listed securities to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $15,000,000. Based upon Nasdaq’s review of the Company’s MVPHS, the Company no longer meets this requirement. Consequently, a deficiency exists with regard to the MVPHS Rule. However, in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Notice states that the Company has 180 calendar days, or until November 4, 2024, in which to regain compliance with the MVPHS Rule.
The Notice is only a notification of deficiency and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. In the event the Company does not regain compliance with the MVPHS Rule prior to the expiration of the compliance period of November 4, 2024, it will receive written notification from Nasdaq that its securities are subject to delisting on The Nasdaq Global Market. Alternatively, the Company may apply to transfer the Company’s securities to The Nasdaq Capital Market, which requires listed securities to maintain a minimum MVPHS of $5,000,000, which the Company exceeded at May 10, 2024. See Note 9 Subsequent Events for additional information.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (hereafter – U.S. GAAP) and the regulations of the Securities Exchange Commission (hereafter – SEC). The significant accounting policies used in the preparation of the financial statements are as follows:
Basis of Presentation
The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q.
Certain disclosures included in the financial statements as of, and for the year ended, December 31, 2023, have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year.
These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements.
The accounting policies applied in the preparation of the unaudited condensed financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2023.
NOTE 3 - PUBLIC OFFERING
In the Initial Public Offering, the Company issued and sold
Each Unit consists of Class A ordinary share, $
Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $
NOTE 3 - PUBLIC OFFERING (continued)
The Warrants sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that: (1) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the initial business combination; (2) they (including the ordinary shares issuable upon exercise of these warrants) are not registered but are entitled to registration rights; and (3) prior to being sold in the open market or transferred into "street name", they are not redeemable by the Company.
The Company paid an underwriting commission of
NOTE 4 - CAPITAL DEFICIENCY:
|
a. |
Ordinary Shares |
Class A ordinary shares
The Company is authorized to issue up to
Class B ordinary shares
The Company is authorized to issue up to
Class B ordinary shares are convertible into Class A ordinary shares, on a one-to-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the business combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial business combination.
On October 24, 2023, the Sponsor converted
|
b. |
Preference shares |
The Company is authorized to issue up to
NOTE 5 - EARNINGS PER SHARE:
|
a. |
Basic |
As of September 30, 2024 and 2023, the Company had two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. In order to determine the net loss attributable to each class, the Company first considered the total earnings (loss) allocable to both sets of shares. This is calculated using the total earnings (loss) less any Interest Earned on Investments Held in Trust Account. The accretion to redemption value of the Class A ordinary shares subject to possible redemption is fully allocated to the Class A ordinary shares subject to redemption.
|
Nine months ended September 30, 2024 |
Nine months ended September 30, 2023 |
Three months ended September 30, 2024 |
Three months ended September 30, 2023 |
|||||||||||||
|
U.S. dollars in thousands (except share data) |
||||||||||||||||
|
Net earnings (loss) for the period |
( |
) | ( |
) | ||||||||||||
|
Less - interest earned on marketable securities held in trust account |
||||||||||||||||
|
Net loss excluding interest |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Class A ordinary shares subject to possible redemption: |
||||||||||||||||
|
Numerator: |
||||||||||||||||
|
Net loss excluding interest |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Accretion on Class A ordinary shares subject to possible redemption to redemption amount ("Accretion") |
||||||||||||||||
|
Denominator: |
||||||||||||||||
|
Weighted average of class A ordinary shares subject to possible redemption |
||||||||||||||||
|
Basic and diluted earnings per Class A ordinary share subject to possible redemption |
||||||||||||||||
|
Non-redeemable Class A and Class B ordinary shares: |
||||||||||||||||
|
Numerator: |
||||||||||||||||
|
Net loss excluding interest |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Sponsor Loan Cancelation |
||||||||||||||||
|
Accretion |
( |
) | ( |
) | ||||||||||||
|
Underwriters’ deferred compensation waiver |
( |
) | ( |
) | ||||||||||||
| ( |
) | ( |
) | ( |
) | |||||||||||
|
Denominator: |
||||||||||||||||
|
Weighted average of non-redeemable Class A and Class B ordinary shares outstanding |
||||||||||||||||
|
Basic and diluted earnings (loss) per non-redeemable Class A and Class B ordinary share |
( |
) | ( |
) | ( |
) | ||||||||||
NOTE 5 –EARNINGS PER SHARE (continued):
|
b. |
Diluted |
As of September 30, 2024 and 2023, the Company did not have any dilutive securities or any other contracts which could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company, except the following: the effect of the conversion of the Promissory Notes into private warrants (exercisable into shares) as detailed in Note 6 and 7, has not been included in the calculation of diluted net earnings (loss) per share, since the conversion of the abovementioned promissory notes is contingent upon the occurrence of a future event.
NOTE 6 - RELATED PARTY TRANSACTIONS:
Issuance of shares
In May 2021, the Company's first sponsor purchased
Promissory notes
On January 30, 2024, the Company issued a convertible promissory note to the first Sponsor under which the Company can borrow up to a $
On January 31, 2024, the Company requested of the first Sponsor that $
On February 23, 2024, as part of closing of the Second Sponsor Alliance, the promissory notes issued by the Company to the first Sponsor, consisting of promissory notes (x) dated March 16, 2022, in a principal amount of $
NOTE 6 - RELATED PARTY TRANSACTIONS (continued):
On May 17, 2024, the Company issued an unsecured promissory note to the Company’s third sponsor, ARWM Inc Pte. Ltd. (the “Lender”) with a principal amount up to $
The Company and the Lender signed a Note extension to extend the Maturity Date from
The Lender has advanced $
Second Sponsor Alliance
On February 9, 2024, a sponsor securities purchase agreement was executed between the Company’s first sponsor, Cactus Healthcare Management, L.P. (“Cactus LP”) and the Company's second sponsor, EVGI Limited (“EVGI”), pursuant to which, on February 23, 2024, Cactus LP transferred to EVGI (a) an aggregate of
In connection with the Second Sponsor Alliance, the Company, Cactus LP and EVGI entered into a joinder agreement (the “Registration Rights Joinder Agreement”) to the registration rights agreement, dated November 2, 2021, by and among the Company, the first Sponsor and any other holders of the Company’s securities who become party thereto from time to time (the “Registration Rights Agreement”) whereby (i) the first Sponsor assigned its rights under the Registration Rights Agreement with respect to the Transferred Securities to the Purchaser, and (ii) the Purchaser became party to the Registration Rights Agreement. Also, in connection with the Transfer, the Company waived the transfer restrictions applicable to the Transferred Securities under the letter agreement, dated October 28, 2021 (the “Letter Agreement”), by and among the Company, the first Sponsor and the original officers and directors of the Company, in order to allow for the Transfer by the first Sponsor to the Purchaser of the Founders’ Shares and Private Warrants (the “Letter Agreement Waiver”).
NOTE 6 - RELATED PARTY TRANSACTIONS (continued):
In addition, in connection with the closing of the Transferred Securities, the Company obtained a waiver from the representatives of the underwriters of the Company’s IPO, with respect to the underwriters’ respective entitlement to the payment of any deferred underwriting commissions under the terms of the Underwriting Agreement, dated October 28, 2021, by and between the Company and the underwriters of the IPO.
On February 23, 2024, the parties completed the closing of the Second Sponsor Alliance and as part of the closing, the Company introduced a change in management and the board of directors of the Company upon the closing, and new directors and management were appointed to the Board. See Note 7 Promissory Note for additional information.
Third Sponsor Alliance
On April 29, 2024, a subsequent sponsor securities purchase agreement was executed between EVGI, the Company’s second sponsor, and ARWM Pte Limited (“ARWM”), the Company’s third sponsor, pursuant to which, EVGI agreed to transfer to ARWM on the closing (a) an aggregate of
On May 16, 2024, the parties completed the closing and as part of the closing of the Third Sponsor Alliance, the Company introduced a change in management and the board of directors of the Company.
NOTE 7 – PROMISSORY NOTE – UNRELATED PARTY:
On March 25, 2024, the Company issued an unsecured promissory note to Energi Holding Limited (the “Lender”) , not a related party, with a principal amount up to $
On March 25, 2024, the Lender advanced $
The Company is in discussions with the Lender to extend the Maturity Date past
NOTE 7 – PROMISSORY NOTE – UNRELATED PARTY (continued):
As an inducement for the Lender to fund the Note, EVGI Limited (“EVGI”), the second sponsor, and the Lender agreed that (a) Sponsor and the Lender shall enter into an agreement pursuant to which the Lender may elect upon forfeiture of its rights to payment of amounts outstanding under the Note to receive a number of the Company’s Class A Ordinary Shares held of record by the Sponsor to be determined in such agreement and (b) Sponsor shall transfer to the Lender
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Underwriters’ Deferred Compensation
Under the Underwriting Agreement, the Company was obligated to pay an additional fee (the “Deferred Underwriting Compensation”) of
In connection with the closing of the Sponsor Alliance on February 23, 2024, the Company obtained a waiver with respect to the underwriters’ payment of the deferred underwriting compensation additional fee.
NOTE 9 - SUBSEQUENT EVENTS :
Third Extension Meeting
The Company called an extraordinary general meeting of the Company on November 1, 2024 (the “Meeting”) for the purpose of considering and voting on, among other proposals, a proposal to approve, by way of special resolution, an amendment to Cactus’ Amended and Restated Memorandum and Articles of Association (the “Articles”) to extend the date by which Cactus has to consummate a business combination (the “Extension”) from November 2, 2024 to November 2, 2025 (the or such earlier date as may be determined by Cactus’ board of directors in its sole discretion (the “Articles Extension Proposal”).
On November 1, 2024, the Company held an extraordinary general meeting (the “Third Extension Meeting”), at which the Company’s shareholders voted to approve the Third Extension, which extended the mandatory liquidation date from November 2, 2024 to November 2, 2025. A total of
On October 29, 2024, the Company and ARWM Inc Pte. Ltd. (the Company’s current Sponsor), entered into a non-redemption agreement (NRA) with an unaffiliated third party (the “Non-Redeeming Shareholder”). Pursuant to the NRA, the Non-Redeeming Shareholder agreed not to redeem (or to validly rescind any redemption requests with respect to) an aggregate of
Notice of Delisting
On October 29, 2024, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that because the Company had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its initial public offering, it was not in compliance with Nasdaq IM 5101-2 and was therefore subject to delisting. The Company had until November 5, 2024 to request a hearing before the Nasdaq Hearings Panel (Panel), but did not request a hearing and intends to trade on the over the counter (OTC) market.
On November 2, 2024 (see above), the Company secured shareholder approval to extend its life by 12 months, to November 5, 2025. Trading in the Company’s securities on NASDAQ was suspended at the opening of business on November 5, 2024 and trading of the Company’s securities on the OTC market commenced on November 6, 2024, under the symbol CCTSF. The delisting and commencement of trading on OTC does not affect the Company’s previously announced business combination agreement with Tembo, as both parties continue to work to effectuate the completion of the transaction. The combined company intends to apply for up-listing on the Nasdaq Stock Market in connection with the completion of the business combination.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We completed our initial public offering in November 2021, and since that time, we have engaged in discussions with potential business combination target companies; we have not, however, as of yet, reached a definitive agreement with a specific target company with respect to an initial business combination with us. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private warrants, our shares, debt or a combination of cash, shares and debt.
The issuance of additional ordinary shares in a business combination (by our company, or by a target company that will serve as the public company following the business combination and in which target company shareholders may possess a majority interest):
|
● |
may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions of the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
|
● |
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
|
● |
could cause a change of control if a substantial number of our (or the target company’s) ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
|
● |
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and |
|
● |
may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants. |
Similarly, if we or the target company issue(s) debt securities or otherwise incur significant indebtedness, it could result in:
|
● |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
|
● |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
|
● |
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
|
● |
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is issued and outstanding; |
|
● |
our inability to pay dividends on our ordinary shares; |
|
● |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
|
● |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
|
● |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
|
● |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
As indicated in the accompanying financial statements, at September 30, 2024, we had $13,000 of cash and a $858,000 working capital deficit (net of Sponsor loan). Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
Extension of our Combination Period
Second Extension
On November 2, 2023, we held an extraordinary general meeting (the “Second Extension Meeting”), at which the Company’s shareholders voted to approve the Second Extension, which extended the Mandatory Liquidation Date from November 2, 2023 to November 2, 2024.
Third Extension
On November 1, 2024, we held an extraordinary general meeting (the “Third Extension Meeting”), at which the Company’s shareholders voted to approve the Third Extension, which extended the mandatory liquidation date from November 2, 2024 to November 2, 2025. See Recent Developments for additional information.
Heads of Agreement / Business Combination Agreement
On April 2, 2024, we entered into a non-binding heads of agreement with Tembo e-LV B.V. (Tembo), a private company incorporated under the laws of the Netherlands, regarding a potential business combination transaction. Our Chief Executive Officer is also the Chief Operating Officer and Chief Financial Officer of VivoPower International PLC, which owns 100% of Tembo.
On August 29, 2024, we and Tembo signed a Business Combination Agreement (BCA). Under the BCA, the consideration to be paid to the equity holders of Tembo is $838 million and will be paid entirely in the form of newly issued ordinary shares of new combined company, with each share valued at $10.00. The BCA was entered into by the parties following due diligence and receipt by our board of directors of a fairness opinion from an independent third party.
If a business combination is not consummated by November 2, 2025, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete an Initial Business Combination before the Mandatory Liquidation Date.
Nasdaq Compliance – MVPHS Rule
On May 7, 2024, we received a written notice (the “Notice”) from Nasdaq indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”), which requires listed securities to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $15,000,000. Based upon Nasdaq’s review of the Company’s MVPHS, the Company no longer meets this requirement. Consequently, a deficiency exists with regard to the MVPHS Rule. However, in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Notice states that the Company has 180 calendar days, or until November 4, 2024, in which to regain compliance with the MVPHS Rule. See recent Developments for additional information.
Recent Developments
Third Sponsor Alliance
On April 29, 2024, we entered into a subsequent sponsor securities purchase agreement (the “Second Purchase Agreement”) with the Company’s sponsor, EVGI and ARWM Pte Limited (the “Second Purchaser” or “ARWM”), pursuant to which, EVGI has agreed to transfer to the Second Purchaser on the closing under the Second Purchase Agreement (a) an aggregate of 2,360,000 founders’ shares (“Founders’ Shares”), consisting of 2,359,999 Class A ordinary shares, par value $0.0001, of the Company (“Class A Ordinary Shares”), or 46.50% of the outstanding Class A Ordinary Shares, and 1 Class B ordinary share, par value $0.0001, of the Company (“Class B Ordinary Share”), or 100% of the outstanding Class B Ordinary Shares and (b) 3,893,334 private placement warrants (“Private Warrants”) that had been purchased by the Original Sponsor concurrently with the Company’s IPO (collectively, the “Second Transferred Securities”). The Second Transferred Securities collectively constituted 93.3% of the securities of the Company owned by the Purchaser prior to the Second Transfer (as defined below). 170,000 Class A Ordinary Shares, or 3.36% of the outstanding Class A Ordinary Shares were transferred where earlier transferred to the Purchaser’s Designees (as defined below). The Original Sponsor has retained 632,500 Class A Ordinary Shares, or 12.46% of the outstanding Class A Ordinary Shares, and 973,333 Private Warrants. The transfer of the Second Transferred Securities to the Second Purchaser pursuant to the Second Purchase Agreement is referred to as the “Third Transfer.” The Second Transfer, all agreements executed in connection with the Second Transfer are referred to as the “Third Sponsor Alliance.”
As part of the closing of the Sponsor Alliance on May 16, 2024, the Company introduced a change in management (the “Management Change”) and the board of directors of the Company (“Board”) as follows: (i) Stephen T. Wills tendered his resignation as Chief Financial Officer, initially effective upon the closing but subsequently extended to May 31, 2024; and (ii) , Emmanuel Meyer, Joep Thomassen and Huiyan Geng resigned as members of the Board of Directors, effective upon the closing. Also, effective as of the closing on May 16, 2024, Adam John Ridgway, Jeffrey Brian LeBlanc and Terry Allan Farris (collectively, the “New Directors”) were appointed to the Board by the Purchaser, as the holder of the sole outstanding Class B ordinary share.
Third Extension Meeting
We called an extraordinary general meeting of the Company on November 1, 2024 (the “Meeting”) for the purpose of considering and voting on, among other proposals, a proposal to approve, by way of special resolution, an amendment to Cactus’ Amended and Restated Memorandum and Articles of Association (the “Articles”) to extend the date by which the Company has to consummate a business combination (the “Extension”) from November 2, 2024 to November 2, 2025 (the or such earlier date as may be determined by Cactus’ board of directors in its sole discretion (the “Articles Extension Proposal”).
On November 1, 2024, we held an extraordinary general meeting (the “Third Extension Meeting”), at which the Company’s shareholders voted to approve the Third Extension, which extended the mandatory liquidation date from November 2, 2024 to November 2, 2025. A total of 1,148,799 Class A ordinary shares were redeemed in connection with the Third Extension, resulting in 3,926,071 Class A ordinary shares outstanding, consisting of 763,572 publicly-held Class A ordinary shares and 3,162,499 founders shares. Accordingly, on November 13, 2024, $13,389,826 was distributed from the Trust Account to the shareholders who redeemed their shares.
On October 29, 2024, we and ARWM Inc Pte. Ltd. (the Company’s current Sponsor), entered into a non-redemption agreement (NRA) with an unaffiliated third party (the “Non-Redeeming Shareholder”). Pursuant to the NRA, the Non-Redeeming Shareholder agreed not to redeem (or to validly rescind any redemption requests with respect to) an aggregate of 500,000 publicly-held Class A ordinary shares of the Company (“Non-Redeemed Shares”) in connection with the shareholder vote on the Articles Extension Proposal. In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Sponsor agreed to transfer an aggregate of 125,000 founder shares of the Company held by it (“Founder Shares”) to the Non-Redeeming Shareholder immediately following, and subject to, consummation of an initial business combination. To the extent that a business combination does not close by May 2, 2025, the Sponsor agreed to transfer an additional 25,000 Founder Shares of the Company held by it per month beginning on May 3, 2025 and ending on October 2, 2025.
Nasdaq Listing Rules – Notice of Delisting
On October 29, 2024, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that because the Company had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its initial public offering, it was not in compliance with Nasdaq IM 5101-2 and was therefore subject to delisting. The Company had until November 5, 2024 to request a hearing before the Nasdaq Hearings Panel (Panel), but did not request a hearing and intends to trade on the over the counter (OTC) market.
On November 2, 2024 (see above), the Company secured shareholder approval to extend its life by 12 months, to November 5, 2025. Trading in the Company’s securities on NASDAQ was suspended at the opening of business on November 5, 2024 and trading of the Company’s securities on the OTC market commenced on November 6, 2024, under the symbol CCTSF. The delisting and commencement of trading on OTC does not affect the Company’s previously announced business combination agreement with Tembo, as both parties continue to work to effectuate the completion of the transaction. The combined company intends to apply for up-listing on the Nasdaq Stock Market in connection with the completion of the business combination.
Results of Operations
We have not engaged in any revenue-generating operations to date. Our only activities since inception have been organizational activities, preparations for our initial public offering, and, subsequent to our initial public offering, searching for, and due diligence related to, potential target companies with which to consummate a business combination transaction. We have not and we will not generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on funds held in our trust account after our initial public offering. There has been no significant change in our financial or trading position since the September 30, 2024 date of our financial statements contained in this Quarterly Report. After our initial public offering, which was consummated in November 2021, we have been incurring increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses related to our search for a target company.
Liquidity and Capital Resources
As of September 30, 2024, we had $13,000 in our operating bank account, and a working capital deficit of $858,000 (not including the sponsor loan).
Our liquidity needs to date have been satisfied through loans primarily from our sponsors, plus third-parties to cover certain operating expenses.
Promissory Notes
On May 17, 2024, we issued an unsecured promissory note to the Company’s third sponsor, ARWM Inc Pte. Ltd. (the “Lender”) with a principal amount up to $500,000 (the “Note”). The Note is repayable in full upon the earlier of (a) November 1, 2024, (b) the date of the consummation of the Company’s initial business combination or (c) the date of the liquidation of the Company (such earlier date, the “Maturity Date”). The Note bears no interest, however, an establishment fee, a line fee and an exit fee totaling in aggregate 9.0% per annum are payable on the Maturity Date. At the option of Lender, at any time on or prior to the Maturity Date, any unpaid principal amount outstanding under this Note may be converted into whole warrants of the Company to purchase common stock of the Company at a conversion price equal to $1.00 per Warrant. If Lender elects such conversion, the terms of such Warrants shall be identical, with the exception of the exercise price, to the warrants issued in connection with Company’s initial public offering that closed on November 02, 2021 (the “Private Placement Warrants”).
The Company and the Lender signed a Note extension to extend the Maturity Date from November 2, 2024 to June 30, 2025. All other terms of the Note remain unchanged by the Note extension.
The Lender has advanced $397,000 as of September 30, 2024 under the Note. If the Company does not consummate an initial business combination by the Maturity Date the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
On March 25, 2024, we issued an unsecured promissory note to Energi Holding Limited (the “Lender”) , not a related party, with a principal amount up to $600,000 (the “Note”). The Note is repayable in full upon the earlier of (a) November 1, 2024, (b) the date of the consummation of the Company’s initial business combination or (c) the date of the liquidation of the Company (such earlier date, the “Maturity Date”). The Note bears no interest, however, an establishment fee, a line fee and an exit fee totaling in aggregate 9.0% per annum, are payable on the Maturity Date.
On March 25, 2024, the Lender advanced $600,000 to the Company under the Note. If the Company does not consummate an initial business combination by the Maturity Date, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
The Company is in discussions with the Lender to extend the Maturity Date past November 1, 2024.
We intend to use substantially all of the funds held in our trust account, including any amounts representing interest earned on our trust account (which interest shall be net of taxes payable), minus amounts paid out to redeeming shareholders, as consideration to complete our initial business combination. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in our trust account (less any amounts paid out to redeeming shareholders) will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Prior to our initial business combination, we are using the proceeds held outside of our trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, pay for administrative and support services, and pay taxes to the extent the interest earned on our trust account is not sufficient to pay our taxes. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
As of September 30, 2024, only approximately $13,000 is available to us outside of the trust account to fund our working capital requirements. Because of the anticipated costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination, as noted above, we have requested and are seeking additional loans from several third parties, but to date have not secured any additional funding. While, if obtained, we anticipate that these loans will suffice for the period leading up to our initial business combination, we have not yet obtained, and there can be no assurance that the loans will ever be obtained, and, even if they are, that the costs of identifying a target business, undertaking in-depth due diligence and negotiating and consummating an initial business combination may be greater than what we currently estimate would be needed to do so. Consequently, it is likely that we may have insufficient funds available to operate our business prior to our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate our trust account. That required liquidation date would be less than 12 months after the date of this Annual Report. That, among other factors, raises substantial doubt about our ability to continue as a going concern. See “Item 1 - Risk Factors – Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination - Because the funds being held outside of the trust account are insufficient to allow us to operate for the remainder of the combination period , that could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, as we will depend on additional loans third parties to fund those activities” in our 2023 Annual Report.
Moreover, given the significant percentage of our public shareholders that have elected to redeem their shares in connection with our first extension meeting, our second extension meeting and our article amendment meeting, and our third extension meeting, and may elect to redeem at a meeting to approve a business combination, thereby reducing our cash resources, we likely will need to secure third party financing in order to successfully effect such a business combination and there can be no assurance that it will be available to us on terms acceptable to us or at all. Subject to compliance with applicable securities laws, we would only raise financing by issuing additional securities simultaneously with the completion of our business combination. We cannot assure you that our plans for that financing or to consummate an initial business combination will be successful.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As of September 30, 2024, we did not have any off-balance sheet arrangements as described in Item 303 of Regulation S-K and did not have any commitments for capital expenditures or contractual obligations. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Critical Accounting Estimates
None.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The net proceeds from our initial public offering and the sale of the private warrants held in the trust account, after reduction for payments made for the redemption of a portion of the public shares in connection with the first extension meeting, conversion amendment meeting and second extension meeting, are invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer, whom we refer to as our certifying officers, the effectiveness of our disclosure controls and procedures as of September 30, 2024, pursuant to Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act. Based upon that evaluation, our certifying officers concluded that, as of September 30, 2024 our disclosure controls and procedures were effective.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
None.
There have been no material changes with respect to the risk factors disclosed in our 2023 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Unregistered Sales
None.
Use of Proceeds
At the third extension meeting held on November 1, 2024, a total of 1,148,799 Class A ordinary shares were redeemed; accordingly, on November 13, 2024, $13,389,826 was distributed from trust account to the shareholders who redeemed their shares. See “Item2 – Recent Developments - Third extension” above.
Other than described above, there has been no material change in the planned use of proceeds from such use as described in our final prospectus (File No. 333-258042), dated October 28, 2021, for which the related registration statement on Form S-1 was declared effective by the SEC on October 28, 2021.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
|
No. |
Description of Exhibit |
|
|
31.1* |
||
|
31.2* |
||
|
32.1** |
||
|
32.2** |
||
|
101.INS* |
Inline XBRL Instance Document. |
|
|
101.SCH* |
Inline XBRL Taxonomy Extension Schema Document. |
|
|
101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
|
|
101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
104* |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
|
* |
Filed herewith. |
|
** |
Furnished herewith. |
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Cactus Acquisition Corp. 1 Limited |
||
|
Date: November 14, 2024 |
By: |
/s/ Gary Challinor |
|
Name: |
Gary Challinor |
|
|
Title: |
Chief Executive Officer and Principal Financial Officer |
|