Cactus Acquisition Corp. 1 is a SPAC — a blank check company with no operations, revenue, or products. Its sole purpose is to merge with a private company and take it public. Cactus raised $129M in its November 2021 IPO, but after years of failed deals, sponsor changes, and heavy shareholder redemptions, the trust account held only ~$9M as of April 2025. Cactus has signed a Business Combination Agreement with Tembo e-LV, a private Dutch electric light vehicle company, valuing Tembo at $838M. Under the deal, Tembo and Cactus would combine under a new Dutch holding company and list on Nasdaq. The transaction still requires SEC clearance, PCAOB-standard audits of Tembo, and shareholder approval. Cactus was delisted from Nasdaq in November 2024 for failing to complete a deal within 36 months of its IPO, and its shares now trade on the OTC Pink Market. If no deal closes by November 2, 2025, Cactus liquidates and returns the remaining trust funds to public shareholders. Cactus has one employee — a CEO who also serves as Principal Accounting Officer — and its economics are driven entirely by the sponsor's "promote," whereby founder shares purchased for ~$25,000 convert into meaningful equity if a deal closes.