Cactus Acquisition Corp. 1 Ltd., a special purpose acquisition company (SPAC), filed its Form 10-K for the fiscal year ended December 31, 2025, on July 29, 2026. The filing provides a formal update on the company's prolonged efforts to complete a business combination and includes a cautionary note from its auditor regarding its ability to continue as a going concern.
The company, which originally raised funds in its November 2021 initial public offering, has been seeking a merger target for several years. In the filing, Cactus Acquisition Corp. 1 confirms it has entered into a Business Combination Agreement with Tembo e-LV B.V., dated August 29, 2024. However, the transaction has not yet closed, and the company's shareholders have approved a series of extensions to prevent a liquidation. The most recent extension, approved at an extraordinary general meeting on October 31, 2025, pushes the deadline to complete a business combination to November 2, 2026.
The company's status as a shell company with no operating business and a dwindling timeline is reflected in its financial disclosures. The notes to the financial statements included in the 10-K contain an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern. This is a standard but serious warning for a SPAC that has not yet consummated a deal, as its primary pool of cash is held in a trust account designated for either completing a merger or returning funds to shareholders.
Operational and Regulatory Challenges
The filing details a complex corporate history that has added friction to the deal-making process. The original sponsor, Cactus Healthcare Management LP, transferred 80% of its founder shares and private warrants to a successor sponsor, EVGI Ltd, in a transaction that closed in February 2024. The company's securities were also delisted from the Nasdaq Stock Market and now trade on the over-the-counter market under the symbols CCTSF, CTSWF, and CTSUF. The company acknowledges in its risk factors that this delisting may create challenges for relisting the combined company on a major U.S. exchange after a merger, which could complicate financing and shareholder liquidity.
The company remains a Cayman Islands exempted company and an "emerging growth company" and "smaller reporting company" under U.S. securities laws, allowing it to take advantage of certain reduced disclosure requirements. As of December 31, 2025, approximately 3.2 million Class A ordinary shares were outstanding, alongside one Class B ordinary share held by the sponsor.
The filing serves as a comprehensive catalog of the risks inherent in a late-stage SPAC that has not yet closed a deal, including the potential for further shareholder redemptions to shrink the available capital, the need for additional loans from third parties to fund ongoing operations, and the possibility that the business combination may ultimately fail, forcing a liquidation and the expiration of its outstanding warrants.