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SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Use of estimates in the preparation of financial statement

 

  a. Use of estimates in the preparation of financial statement

 

The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statement.

Functional currency

 

  b. Functional currency

 

The U.S. dollar is the currency of the primary economic environment. The Company’s financing and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar.

Cash and cash equivalents

 

  c. Cash and cash equivalents

 

The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash.

Trust account

 

  d. Trust account

 

As of December 31, 2025, the Company held deposits of $641,000 in a Blackrock treasury money market trust account. The Company included the balance in the trust account in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows as a restricted cash equivalent. Money market funds are characterized as Level I investments within the fair value hierarchy under ASC 820.

Accrued expenses

 

  e. Accrued expenses

 

The Company accounts for all incurred expenses which have yet to be paid as accrued expenses.

Redeemable Class A Ordinary Shares

 

  f. Redeemable Class A Ordinary Shares

 

As discussed in Note 1, all of the 12,650,000 Class A ordinary shares of $0.0001 par value each, sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated articles of association provide that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,000.

 

Accordingly, on December 31, 2025 and 2024, 52,239 and 763,572, respectively, Class A ordinary shares included in the Units were classified outside of permanent equity at their redemption value of $12.27 and $11.76 per share, respectively.

 

  

Redeemable Shares

of Class A

Common Stock

 
   U.S. dollars in thousands 
Class A common stock subject to possible redemption, as of January 1, 2024   21,161 
Plus:     
Accretion of carrying value to redemption value   1,208 
Less:     
Redemption of Class A Ordinary Shares   (13,389)
Class A common stock subject to possible redemption, as of December 31, 2024   8,980 
Plus:     
Accretion of carrying value to redemption value   337 
Less:     
Redemption of Class A Ordinary Shares   (8,676)
Class A common stock subject to possible redemption, as of December 31, 2025   641 

 

Warrants
  g. Warrants

 

The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the public and the private warrants are considered indexed to the entity’s own stock and are classified within equity.

Concentration of credit risk

 

  h. Concentration of credit risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250 thousand. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Financial instruments

 

  i. Financial instruments

 

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Stock based compensation

 

  j. Stock based compensation

 

The Company expenses the fair value of stock awards granted or assigned to employees and non-employees for services. Compensation costs for stock awards with immediate vesting are recognized immediately in the income statement based on the fair value of the award.

Income tax

 

  k. Income tax

 

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASC 740.

 

The Company follows the guidance on accounting for uncertainty in income taxes in accordance with U.S. GAAP. Under this guidance, a company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position; otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

 

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits, and no amounts accrued for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 became effective for annual periods beginning after December 15, 2024. The Company adopted this standard effective January 1, 2025 and the standard did not have a significant impact on our financial statements (See also Note 8).

 

The application of the standard did not result in additional disclosures as the Company residence is in Cayman Islands.

Net Earnings (Loss) per share

 

  l. Net Earnings (Loss) per share

 

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is computed by dividing net earnings (loss) attributable to holders of ordinary shares of the Company, by the weighted average number of ordinary shares outstanding for the reporting period.

 

In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period.

Segment information reporting

 

  m. Segment information reporting

 

In accordance with FASB ASC Topic 280, the Company has determined that it operates in a single operating and reportable segment. The Company’s chief executive officer acts as the Company’s chief operating decision maker (CODM) and examines the Company as a whole, including the review of financial income and expenses. See Note 9 for details of financial income and expenses.

New Accounting Pronouncements, Policy [Policy Text Block]

 

 

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO FINANCIAL STATEMENTS (continued)