Cactus Acquisition Corp. 1 Limited filed a Definitive Proxy Statement (DEF 14A) on October 14, 2026, asking shareholders to approve an extension of its business combination deadline from November 2, 2026 to November 2, 2027, in connection with a pending merger involving VivoPower International PLC and Tembo e-LV B.V.

Key Highlights

  • Extraordinary general meeting scheduled: The meeting will be held at 9:00 a.m. Eastern Time on October 27, 2026, at the offices of Loeb & Loeb LLP, 345 Park Ave, New York, New York 10154, and via live webcast.
  • Extension deadline proposed: The company is seeking to extend its business combination termination date from November 2, 2026 to November 2, 2027, or such earlier date as the Board may determine in its sole discretion.
  • Business Combination Agreement in place: On August 29, 2024, the company entered into a Business Combination Agreement with VivoPower International PLC, Tembo e-LV B.V., Tembo Group B.V., and Tembo EUV Investment Corporation Limited.
  • Redemption rights available: Public shareholders may elect to redeem their Class A ordinary shares for a per-share cash amount equal to the aggregate trust account balance divided by the number of outstanding Public Shares, provided the extension proposal is approved.
  • Redemption tender deadline: Shareholders must tender shares to Continental Stock Transfer & Trust Company by 5:00 p.m. Eastern Time on October 23, 2026 to exercise redemption rights.
  • Record date for voting: Only holders of record of Class A and Class B ordinary shares at the close of business on September 30, 2026 are entitled to vote.
  • Class B shares held by sponsor: All Class B ordinary shares are currently held by ARWM Inc Pte. Ltd., identified in the filing as the "Current Sponsor."

Cactus Acquisition Corp. Asks Shareholders to Approve One-Year Business Combination Extension

Cactus Acquisition Corp. 1 Limited, a special purpose acquisition company, filed a Definitive Proxy Statement on October 14, 2026 calling an extraordinary general meeting to vote on two proposals. The primary proposal, designated as Proposal No. 1, asks shareholders to approve, by special resolution, an amendment to the company's Amended and Restated Memorandum and Articles of Association that would push the business combination termination date from November 2, 2026 to November 2, 2027. The Board may also choose an earlier date at its sole discretion, according to the filing.

The filing states that without the extension, the company "will not be able to complete the Merger or another initial business combination on or before the Termination Date and we would be forced to liquidate." The proposed merger, governed by the Business Combination Agreement signed on August 29, 2024, involves VivoPower International PLC, its subsidiary Tembo e-LV B.V., Tembo Group B.V. as Holdco, and Tembo EUV Investment Corporation Limited as Merger Sub. Under the agreement's structure, Tembo shareholders would contribute shares to Holdco, after which Merger Sub would merge with and into Cactus, with Cactus surviving as a wholly-owned subsidiary of Holdco. Each outstanding Cactus security would automatically convert into the right to receive a substantially equivalent Holdco security.

Approval of the Articles Extension Proposal requires a special resolution under Cayman Islands law, meaning at least two-thirds of voting shareholders must vote in favor. A second proposal, Proposal No. 2, would allow the meeting to be adjourned if insufficient votes are received for the first proposal; that adjournment proposal requires only an ordinary resolution, or a simple majority. The filing notes that shareholders are not being asked to vote on any business combination at this time. Public shareholders who choose not to redeem their shares retain redemption rights if and when a business combination proposal is later submitted for shareholder approval.

What Was Disclosed

Cactus Acquisition Corp. 1 Limited filed a DEF 14A on October 14, 2026 seeking shareholder approval to extend its business combination deadline by one year, to November 2, 2027, to allow time to complete a pending merger with entities associated with VivoPower International PLC and Tembo e-LV B.V.