NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS:

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 March 31, 2026, 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.

Trading of the Company’s securities on the OTC market commenced on November 6, 2024, under the symbol CCTSF. Subject to completing a business combination, the combined company intends to apply for up-listing on the Nasdaq Stock Market in connection with the completion of the business combination.

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 the Company’s 2025 Annual Report for additional information and Note 6 Related Party Transactions with respect to Promissory Notes.

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 an initial business combination, funds held in the Trust Account are not available to fund the Company’s operating, administrative or transaction-related expenses. In the event the Company does not complete an initial business combination and is required to liquidate, up to $100,000 of interest earned on the Trust Account may also be used to pay dissolution expenses. All other expenses prior to completion of an initial business combination are required to be funded from amounts held outside the Trust Account or other available sources of working capital.

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 a 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.

Extension Amendment

Fourth extension

On October 31, 2025, the Company held an extraordinary general meeting (the “Fourth Extension Meeting), at which the Company’s shareholders voted to approve the Fourth Extension, which extended the mandatory liquidation date from November 2, 2025 to November 2, 2026. A total of 711,333 Class A ordinary shares were redeemed in connection with the Fourth Extension, resulting in 3,214,738 Class A ordinary shares outstanding, consisting of 52,239 publicly-held Class A ordinary shares and 3,162,499 founders shares. Accordingly, on November 21, 2025, $8,676,000 was distributed from the Trust Account to the shareholders who redeemed their shares.

On October 31, 2025, the Company extended the date by which the Company has to consummate an Initial Business Combination from November 2, 2025 to November 2, 2026 (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, or that the Company 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 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.

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.