Business Description

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 may pursue a business combination target in any business or industry and across any geographical region, however the current focus of its search is on companies in the energy renewables sector. 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 December 31, 2025, relates to the Company’s formation, its initial public offering (the “Public offering”) described below, and activities to identify a business combination target. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the private placement (as defined below in Note 3). The Company has selected December 31 as its fiscal year end. 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 80 % of the securities of the Company owned by Cactus LP prior to the transaction. 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 100 % of the securities of the Company owned by EVGI prior to the transaction. See Note 6 Related Party Transactions regarding Promissory Notes and Third Sponsor Alliance for additional information. 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 $ 1.00 . Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering held outside the Trust Account. CACTUS ACQUISITION CORP. 1 LIMITED NOTES TO FINANCIAL STATEMENTS (continued) NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued) : d. Business Combination / Extension Amendments Business Combination 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 and subsidiary of VivoPower. On August 29, 2024, the Company and Tembo signed a Business Combination Agreement. The parties are advancing activities towards consummating the proposed business combination transaction. The Company confidentially submitted a Form F-4 registration statement to the U.S. Securities and Exchange Commission (SEC) on December 29, 2025, in connection with its proposed business combination with Tembo. The Company received a comment letter from the SEC in March 2026 and is in the process of finalizing its responses and updating the registration statement. Management is targeting confidential resubmission of the amended Form F-4 during the second half of 2026 and continues to work toward completing the proposed business combination prior to the Company’s mandatory liquidation date of November 2, 2026. Completion of the proposed business combination remains subject to SEC review, shareholder approvals, regulatory requirements, and the satisfaction of customary closing items.…