CCTSW Cactus Acquisition Corp 1 Limited

CACTUS ACQUISITION CORP. 1 LTD.

QUARTERLY REPORT ON FORM 10-Q

 

TABLE OF CONTENTS

 

		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		v
PART I		1
Item 1. Financial Statements.		1
	Unaudited Condensed Balance Sheets	F-2
	Unaudited Condensed Statement of Operations	F-3
	Unaudited Condensed Statements of Changes in Capital Deficiency	F-4
	Unaudited Condensed Statement of Cash Flows	F-5
	Notes to Condensed Financial Statements (unaudited)	F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		2
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		8
Item 4. Controls and Procedures.		8
PART II		9
Item 1. Legal Proceedings.		9
Item 1A. Risk Factors.		9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds/		9
Item 3. Defaults Upon Senior Securities.		10
Item 4. Mine Safety Disclosures.		10
Item 5. Other Information.		10
Item 6. Exhibits.		10
SIGNATURES		11

 

 

CERTAIN TERMS

 

Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report” or “Form 10-Q”), references to:

 

“administrative support services agreement” are to the administrative support services agreement between us and the original sponsor dated as of May 21, 2021;

 

“administrative services agreement termination” are to the administrative services agreement termination agreement between us and the original sponsor dated as of May 21, 2021;

 

“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association, which went into effect upon the completion of our IPO and were amended on May 30, 2023;

 

“articles amendment meeting” are to the extraordinary general meeting held on May 30, 2023 at which we sought approval to amend our amended and restated memorandum and articles of association to provide that the existing restriction that prevents the issuance of additional shares that would vote together with the publicly held Class A ordinary shares on a proposal to approve our initial business combination will not apply to the issuance of Class A ordinary shares upon conversion of Class B ordinary shares where the holders of the converted shares waive their rights to proceeds from our trust account;

 

“Board” our board of directors from time to time;

 

“initial business combination” are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

 

“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;

 

“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;

 

“combination period” are to the 30-month period from the closing of the IPO to November 2, 2024 (or such earlier date as determined by the Board) reflecting the first extension and the second extension, that we have to consummate an initial business combination; provided that the combination period may be further extended pursuant to an amendment to the amended and restated memorandum and articles of association and consistent with applicable laws, regulations and stock exchange rules;

 

“deferred underwriting fee waivers” are to the waivers from the representatives of the underwriters of the IPO, with respect to the underwriters’ respective entitlement to the payment of any deferred underwriting commissions in respect of the IPO;

 

“directors” are to our current directors;

 

“Energi” are to Energi Holding Limited;

 

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

 

“equity-linked securities” are to any securities of our company that are convertible into or exchangeable or exercisable for, Class A ordinary shares of our company;

 

“first extension” are to the extension, to November 2, 2023, of the deadline for our entry into an initial business combination under our amended and restated memorandum and articles of association;

 

“first extension meeting” are to the extraordinary general meeting in lieu of our 2023 annual general meeting held on April 20, 2023 at which we sought approval for, among related matters, (i) the first extension and (ii) a related extension of the term of the trust agreement until November 2, 2023;

 

“first extension non-redeeming shareholders” are to the several unaffiliated third party shareholders with whom we and the original sponsor entered into the first NRAs;

 

“first NRAs” are to the non-redemption agreements entered into with the first extension non-redeeming shareholders in connection with the first extension;

 

“founders shares” are to our 3,162,499 Class A ordinary shares and 1 Class B ordinary share, in the aggregate, initially purchased in the form of Class B ordinary shares in a private placement (2,875,000 shares), or received in a share dividend (287,500 shares), by our original sponsor prior to our IPO, and the 1 Class A ordinary shares that will be issued upon the automatic conversion of those the remaining 1 Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

 

“founder share conversion” are to the conversion by our original sponsor 3,162,499 of the 3,162,500 founders shares from Class B ordinary shares to Class A ordinary shares on October 24, 2023;

 

“head of agreement” are to the non-binding heads of agreement with Tembo regarding a potential business combination transaction;

 

 

“IFRS” are to international financing reporting standards as issued by the International Accounting Standards Board;

 

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

 

“IPO” or “initial public offering” refers to the initial public offering of our Class A ordinary shares, which was consummated on November 2, 2021;

 

“IPO promissory note” are to the promissory note issued by us to our original sponsor on May 24, 2021, which was repaid on November 2, 2021;

 

“letter agreement” are to the letter agreement entered into between us and our original sponsor, the other initial shareholders, directors and officers on or prior to the date of our IPO, the form of which was filed as an exhibit to the registration statement for our IPO;

 

“letter agreement waiver” are to the agreement by which we waived the transfer restrictions applicable to the sponsor transferred securities dated February 15, 2024;

 

“management” or our “management team” are to our officers and directors;

 

“note termination agreement” are to the note termination agreement, dated February 15, 2024, by and between us and our original sponsor;

 

“original sponsor” are to Cactus Healthcare Management LP, a Delaware limited partnership, including, where applicable, its affiliates;

 

“other initial shareholders” are to holders of our founder shares prior to our IPO, other than our original sponsor;

 

“private warrants” are to the 4,866,667 warrants that were issued and sold to our original sponsor in a private placement simultaneously with the closing of our initial public offering;

 

“public shareholders” are to the holders of our public shares, including our original sponsor, officers and directors to the extent our original sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;

 

“public shares” are to our Class A ordinary shares sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

 

“public units” are to the units (consisting of public shares and warrants) sold in our initial public offering;

 

“registration rights agreement” are to the registration rights agreement dated November 2, 2021among us, the original sponsor and any other holders of our securities who become party thereto from time to time, the form of which was filed as an exhibit to the registration statement for our IPO;

 

“registration rights joinder agreement” are to the joinder agreement to the registration rights agreement dated February 15, 2024 among our original sponsor, the successor sponsor and us;

 

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

 

“SEC” are to the U.S. Securities and Exchange Commission;

 

“second extension” are to the extension, to November 2, 2024, of the deadline for our entry into an initial business combination under our amended and restated memorandum and articles of association;

 

“second extension meeting” are to the extraordinary general meeting held on November 2, 2023 approval for, among related matters, the second extension;

 

“second extension non-redeeming shareholders” are to the several unaffiliated third party shareholders with whom we and the original sponsor entered into the first NRAs;

 

“second NRAs” are to the non-redemption agreements entered into with the second extension non-redeeming shareholders in connection with the second extension;

 

“Securities Act” are to the Securities Act of 1933, as amended;

 

“sponsor alliance” are to the transfers of 80% of the founders shares and 80% of the private warrants held by the sponsor to the successor sponsor, including all agreements executed in connection with such transfers, which closed on February 23, 2024;

 

“sponsor purchase agreement” are to the sponsor purchase agreement dated February 9, 2024, among our original sponsor, the successor sponsor and us;

 

 

“sponsor shareholders” are to our original sponsor, Cactus Healthcare Management LP and the successor sponsor, EVGI Ltd;

 

“sponsor transfer” are to the transfer of the sponsor transferred securities from the original sponsor to the successor sponsor;

 

“sponsor transferred securities” are to the 2,530,000 founders’ shares transferred from the original sponsor to the successor sponsor pursuant to the sponsor purchase agreement;

 

“successor sponsor” are to EVGI Ltd, an English private limited company, including, where applicable, its affiliates;

 

“trust account” are to the U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee;

 

“trust agreement” are to the investment management trust agreement, dated as of November 2, 2021, by and between our company and Continental Stock Transfer & Trust Company, as trustee;

 

“unit” are to a unit consisting of one Class A ordinary share and one-half warrant;

 

“warrants” are to our redeemable warrants sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and the private warrants;

 

“we,” “us,” “our,” the “company” or “our company” are to Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company;

 

“2023 Annual Report” are to our annual report on Form 10-K for the year ended December 31, 2023, which we filed with the SEC on April 15, 2023;

 

“2024 SPAC Rules” are to the new rules and regulations for special purpose acquisition companies adopted by the SEC on January 24, 2024, which will become effective on July 1, 2024; and

 

“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Some statements contained in this Annual Report are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

 

●

our ability to complete our initial business combination with a business that reflects our strategy;

 

●

our expectations around the performance of the prospective target business or businesses;

 

●

our ability to remain qualified for continued listing on the Nasdaq Stock Market despite the likelihood of substantial redemptions of our ordinary shares;

 

●

our potential ability to obtain additional financing to complete our initial business combination;

 

●

the ability of the combined company resulting from our initial business combination to qualify for initial listing on the Nasdaq Stock Market despite the substantial redemptions of our ordinary shares in connection with the first extension meeting and the second extension meeting;

 

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

 

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

 

●

our pool of prospective target businesses;

 

●

risks associated with acquiring a business that reflects our strategy;

 

●

the ability of our officers and directors to generate a number of potential acquisition opportunities;

 

●

our public securities’ potential liquidity and trading;

 

●

the lack of a market for our securities;

 

●

the use of proceeds not held in our U.S.-based trust account at Bank of America, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (“trust account”) or available to us from interest income on our trust account balance;

 

●

our trust account not being subject to claims of third parties; or

 

●

our financial performance following our initial public offering or following our initial business combination.

 

Additionally, on January 24, 2024, the SEC (as defined below) adopted the 2024 SPAC Rules, which will become effective on July 1, 2024, and will affect our ability to effect a business combination transaction. The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to business combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both initial public offerings and business combination transactions of special purpose acquisition companies; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions; and (iv) the requirement that both the of special purpose acquisition company and its target company be co-registrants for registration statements relating to business combination transactions. In addition, the SEC’s adopting release provided guidance describing circumstances in which a special purpose acquisition company like ourselves could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including its duration, asset composition, business purpose, and the activities of the special purpose acquisition company and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

 

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Item 1A. Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

 

CACTUS ACQUISITION CORP. 1 LIMITED

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2024 AND FOR THE THREE MONTHS ENDED ON THAT DATE

 

 

CACTUS ACQUISITION CORP. 1 LIMITED

 

UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

AS OF MARCH 31, 2024, AND FOR THE THREE MONTHS ENDED ON THAT DATE

 

INDEX

 

	Page
Condensed Balance Sheets	F-2
Condensed Statements of Operations	F-3
Condensed Statements of Changes in Capital Deficiency	F-4
Condensed Statements of Cash Flows	F-5
Notes to the Condensed Financial Statements	F-6

 

 

CACTUS ACQUISITION CORP. 1 LIMITED

 

UNAUDITED CONDENSED BALANCE SHEETS

 

 

^(*) Represents an amount less than 1 thousand US Dollars

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

CACTUS ACQUISITION CORP. 1 LIMITED

 

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

CACTUS ACQUISITION CORP. 1 LIMITED

 

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY

 

 

 

^(*) Represents an amount less than 1 thousand US Dollars

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

CACTUS ACQUISITION CORP. 1 LIMITED

 

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS:

 

a.

Organization and General

 

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 and has historically focused its search on technology-based healthcare businesses that are domiciled in Israel that carry out all or a substantial portion of their activities in Israel or that have some other significant Israeli connection. Since the closing of the Sponsor Alliance (see Note 8 Subsequent Events), the Company altered the focus of its search to emerging technology companies globally, and particularly those in the 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, 2024 relates to the Company’s formation, its initial public offering (the "Public offering") described below and its search for a target company. The Company generates interest income on proceeds held in the trust account derived from the Public Offering and the private placement (as defined below in Note 3).

 

b.

Sponsor and Financing

 

On February 9, 2024, the Company entered into a sponsor securities purchase agreement with the Company’s original sponsor, Cactus Healthcare Management, L.P. (the “Sponsor”) and EVGI Limited (the “Purchaser”), pursuant to which, on February 23, 2024, the Sponsor transferred to the Purchaser 80% of the securities of the Company owned by the Sponsor prior to the transaction.

 

See Note 6 Related Party Transactions on Sponsor Alliance and Note 8 Subsequent Events on Second Sponsor Alliance for additional information.

 

The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on October 28, 2021. The initial stage of the Company’s Public Offering— the sale of 12,650,000 Units — closed on November 2, 2021. Upon that closing $129.03 million was placed in a trust account (the “Trust Account”) (see also note 1(c) below). Out of the $129.03 million placed in the trust account, the Company raised a total of $126.5 million, inclusive of the exercise of the over-allotment option and an additional $2.53 million were invested by the Company's Sponsor for the benefit of the Public to preserve a redemption value of $10.20. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement.

 

c.

The Trust Account

 

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 the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering held outside the Trust Account.

 

F-6

---

Table of Contents

 

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

 

NOTE 1 - GENERAL (continued):

 

d.

Initial Business Combination

 

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination.

 

The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. However, 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 thousand following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination.

 

If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

 

e.

Initial Business Combination / Extension Amendment

 

Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100 thousand of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

 

F-7

---

Table of Contents

 

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

 

NOTE 1 - GENERAL (continued):

 

On November 2, 2023, the Company held an extraordinary general meeting (the “Second Extension Meeting”), at which the Company’s shareholders voted to approve the Second Extension, which extended the Mandatory Liquidation Date from November 2, 2023 to November 2, 2024.

 

The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in Note 7) held by them if the Company fails to complete the initial Business Combination within 18 months of the closing of the Public Offering or during any extended time that the Company has to consummate an initial Business Combination beyond 18 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

 

In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein.

 

f.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

On November 2, 2023, the Company extended the date by which the Company has to consummate an Initial Business Combination from November 2, 2023 to November 2, 2024 (hereafter – 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.

 

Concurrently, in order to finance the requested extension and continued operations, the Company requested that the $120 thousand promissory note (see note 5) with the Sponsors be funded. The Company drew down the full amount in November 2023. However, there can be no assurance that the Company will be able to consummate any business combination ahead of the Mandatory Liquidation Date, nor that they 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 and classification 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. See also Note 5.

 

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.

 

F-8

---

Table of Contents

 

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

 

NOTE 1 - GENERAL (continued):

 

g.

Emerging Growth Company

 

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.

 

h.

Notice of Delisting

 

On June 29, 2023, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(A) (the “MVLS Rule”), which requires the Company to have at least $50 million market value of listed securities (the “MVLS”) for continued listing on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Notice states that the Company has 180 calendar days, or until December 26, 2023, in which to regain compliance with the MVLS Rule. The Company took steps to regain compliance prior to the December 26, 2023 date and in January 2024, Nasdaq staff notified the Company that it had regained compliance the MVLS rule.

 

On September 8, 2023, the Company, received an additional written notice (the “Total Holders Notice”) from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). In accordance with Nasdaq Listing Rule 5810(c)(2)(A)(i), the Total Holders Notice stated that the Company had 45 calendar days, or until October 23, 2023, to submit a plan to regain compliance with the Minimum Total Holders Rule.

 

On October 23, 2023, the Company submitted a plan to regain compliance with the Minimum Total Holders Rule. On November 9, 2023 Nasdaq accepted the Company’s plan, and in doing so Nasdaq granted the Company an extension until March 6, 2024 (subsequently extended to March 11, 2024) to evidence compliance with the Minimum Total Holders Rule. On March 12, 2024 the Company received notice from Nasdaq that it was once again in compliance with the Minimum Total Holders Rule.

 

See Note 8 Subsequent Events for additional information on Listing Rules

 

F-9

---

Table of Contents

 

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

 

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (hereafter – U.S. GAAP) and the regulations of the Securities Exchange Commission (hereafter – SEC). The significant accounting policies used in the preparation of the financial statements are as follows:

 

Basis of Presentation

 

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q.

 

Certain disclosures included in the financial statements as of, and for the year ended, December 31, 2022, have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year.

 

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements.

 

The accounting policies applied in the preparation of the unaudited condensed financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2023.

 

NOTE 3 - PUBLIC OFFERING

 

In the Initial Public Offering, the Company issued and sold 12,650,000 units at an offering price of $10.00 per unit (the “Units”). The Sponsor purchased an aggregate of 4,866,667 Private Warrants (as defined below) at a price of $1.50 per Private Warrant, approximately $7,300,000 in the aggregate.

 

Each Unit consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share (each, a “Warrant” and, collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants will trade. Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation.

 

Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders.

 

F-10

---

Table of Contents

 

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

 

NOTE 3 – PUBLIC OFFERING (continued):

 

The Warrants sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that: (1) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the initial business combination; (2) they (including the ordinary shares issuable upon exercise of these warrants) are not registered but are entitled to registration rights; and (3) prior to being sold in the open market or transferred into "street name", they are not redeemable by the Company.

 

The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering, or $2,530 thousand, in the aggregate, to the underwriters at the closings of the Public Offering. Refer to Note 6 for more information regarding an additional fee that was payable to the underwriters upon the consummation of an Initial Business Combination.

 

NOTE 4 - CAPITAL DEFICIENCY:

 

a.

Ordinary Shares

 

Class A ordinary shares

 

The Company is authorized to issue up to 500,000,000 Class A ordinary shares of $0.0001 par value each. Pursuant to the initial Public Offering on December 31, 2022 the Company issued and sold an aggregate of 12,650,000 Class A ordinary shares as part of the Units sold in the respective transaction. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $126,500 thousand in the Public. See Note 3 above for further information regarding those share issuances.

 

Class B ordinary shares

 

The Company is authorized to issue up to 50,000,000 Class B ordinary shares of $0.0001 par value each. On May 14, 2021 the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor. In October 2021, the Company effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the Sponsor and the Company’s directors.

 

Class B ordinary shares are convertible into Class A ordinary shares, on a one-to-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the business combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial business combination.

 

On October 24, 2023, the Sponsor converted 3,162,499 of the 3,162,500 founders shares from Class B ordinary shares to Class A ordinary shares, leaving only one Class B ordinary share outstanding.

 

b.

Preference shares

 

The Company is authorized to issue up to 5,000,000 Preference Shares of $0.0001 par value each. As of March 31, 2023, the Company has no Preference shares issued and outstanding.

 

F-11

---

Table of Contents

 

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

 

NOTE 5 - EARNINGS PER SHARE:

 

a.

Basic

 

As of March 31, 2024 and 2023, the Company had two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. In order to determine the net loss attributable to each class, the Company first considered the total earnings (loss) allocable to both sets of shares. This is calculated using the total earnings (loss) less any Interest Earned on Investments Held in Trust Account. The accretion to redemption value of the Class A ordinary shares subject to possible redemption is fully allocated to the Class A ordinary shares subject to redemption.

 

		Three months ended March 31
		2024				2023
		U.S. dollars in thousands (except share data)
Net earnings for the period			37				1,067
Less - interest earned on marketable securities held in trust account			(277	)			(1,389	)
Net loss excluding interest			(240	)			(322	)
Class A ordinary shares subject to possible redemption:
Numerator:
Net loss excluding interest			(91	)			(258	)
Accretion on Class A ordinary shares subject to possible redemption to redemption amount ("Accretion")			335				1,389
			244				1,131
Denominator:
Weighted average of class A ordinary shares subject to possible redemption			1,912,371				12,650,000
Basic and diluted earnings per Class A ordinary share subject to possible redemption			0.13				0.09
Non-redeemable Class A and Class B ordinary shares:
Numerator:
Net loss excluding interest			(149	)			(64	)
Sponsor Loan Cancelation			335				-
Underwriters’ deferred compensation waiver			4,428				-
			4,614				(64	)
Denominator:
Weighted average of non-redeemable Class A and Class B ordinary shares outstanding			3,162,500				3,162,500
Basic and diluted earnings (loss) per non-redeemable Class A and Class B ordinary share			1.46				(0.02	)

 

F-12

---

Table of Contents

 

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

 

NOTE 5 - EARNINGS PER SHARE (continued):

 

b.

Diluted

 

As of March 31, 2024, the Company did not have any dilutive securities or any other contracts which could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

 

 

NOTE 6 - RELATED PARTY TRANSACTIONS:

 

Issuance of shares

 

In May 2021, the Company's sponsor purchased 2,875,000 founders shares from the Company for an aggregate purchase price of $25 thousand, or approximately $0.009 per share. In October 2021, the Company effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the Sponsor and the Company’s directors. For warrants purchased by the sponsor at the Initial Public Offering see note 3.

 

Administrative Services Agreement

 

On May 21, 2021, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the IPO and will continue until the earlier of (i) the consummation of the Company’s initial Business Combination, or (ii) the Company’s liquidation.

 

Promissory notes

 

On January 30, 2024, the Company issued a convertible promissory note to the Sponsor under which the Company can borrow up to a $330 thousand principal amount from the Sponsor or its registered assigns or successors in interest (the “Payee”), which will be funded equally by the primary three limited partners of the Sponsor ($110,000 each). The Company shall draw amounts under the promissory note to fund costs and expenses related to its operations and the Business Combination. The promissory note contains the same terms and conditions as the March 16, 2022 and November 8, 2023 promissory notes referenced above.

 

On January 31, 2024, the Company requested of the Sponsor that $290 thousand of the $330 thousand promissory note be funded. The requested amount of $290 thousand was received by the Company on February 5, 2024.

 

On February 23, 2024, as part of closing of the Sponsor Alliance, the promissory notes issued by the Company to the Sponsor, consisting of promissory notes (x) dated March 16, 2022, in a principal amount of $450,000, (y) dated November 8, 2023, in a principal amount of $120,000, and (z) dated January 30, 2023, in a principal amount of $330,000 with $290,000 being funded, were canceled by the Sponsor.

 

On March 25, 2024, the Company issued an unsecured promissory note to Energi Holding Limited (the “Lender”), not a related party, with a principal amount up to $600,000 (the “Note”). The Note is repayable in full upon the earlier of (a) November 1, 2024, (b) the date of the consummation of the Company’s initial business combination or (c) the date of the liquidation of the Company (such earlier date, the “Maturity Date”). The Note bears no interest, however, an establishment fee, a line fee and an exit fee totaling in aggregate 9.0% per annum, are payable on the Maturity Date.

 

F-13

---

Table of Contents

 

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

 

NOTE 6 - RELATED PARTY TRANSACTIONS (continued):

 

On March 25, 2024, the Lender advanced $600,000 to the Company under the Note. If the Company does not consummate an initial business combination by the Maturity Date, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

 

As an inducement for the Lender to fund the Note, EVGI Limited (“EVGI”), the new sponsor, and the Lender have agreed that (a) EVGI and the Lender shall enter into an agreement pursuant to which the Lender may elect upon forfeiture of its rights to payment of amounts outstanding under the Note to receive a number of the Company’s Class A Ordinary Shares held of record by EVGI to be determined in such agreement and (b) EVGI shall transfer to the Lender 600,000 of the Company’s Class A ordinary shares held of record by EVGI, or subsequent sponsor, for no consideration at such time and on such terms as shall be agreed. The Sponsor's inducement was recognized as a deduction from the $600,000 note in an amount of$246,000, which will be recognized in subsequent periods as finance expenses. The $246,000 value was determined based on a market approach methodology with a probability of acquisition assessment, using a stock price of $10.00 and assigning a probability of acquisition of 15%. This $246,000 value consideration is reflected as an increase to additional paid in capital and a reduction to the note liability for debt issuance costs.

 

Sponsor Alliance

 

On February 9, 2024, the Company entered into a sponsor securities purchase agreement (the “Purchase Agreement”) with the Company’s sponsor, Cactus Healthcare Management, L.P. (the “Sponsor”) and EVGI Limited (the “Purchaser”), pursuant to which, on February 23, 2024, the Sponsor transferred to the Purchaser (a) an aggregate of 2,530,000 founders’ shares (“Founders’ Shares”), consisting of 2,529,999 Class A ordinary shares, par value $0.0001 of the Company (“Class A ordinary shares”) and one Class B ordinary share, par value $0.0001, of the Company (“Class B ordinary share”), and (b) 3,893,334 private placement warrants (“Private Warrants”) that had been purchased by the Sponsor concurrently with the Company’s initial public offering in November 2021 (the “IPO”) (collectively, the “Transferred Securities”). The Transferred Securities collectively constituted 80% of the securities of the Company owned by the Sponsor prior to the transaction. The Sponsor has retained 632,501 Founders’ Shares and 973,333 Private Warrants.

 

In connection with the Sponsor Alliance, the Company, the Sponsor and the Purchaser entered into a joinder agreement (the “Registration Rights Joinder Agreement”) to the registration rights agreement, dated November 2, 2021, by and among the Company, the Sponsor and any other holders of the Company’s securities who become party thereto from time to time (the “Registration Rights Agreement”) whereby (i) the Sponsor assigned its rights under the Registration Rights Agreement with respect to the Transferred Securities to the Purchaser, and (ii) the Purchaser became party to the Registration Rights Agreement. Also, in connection with the Transfer, the Company waived the transfer restrictions applicable to the Transferred Securities under the letter agreement, dated October 28, 2021 (the “Letter Agreement”), by and among the Company, the Sponsor and the original officers and directors of the Company, in order to allow for the Transfer by the Sponsor to the Purchaser of the Founders’ Shares and Private Warrants (the “Letter Agreement Waiver”).

 

F-14

---

Table of Contents

 

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

 

NOTE 6 - RELATED PARTY TRANSACTIONS (continued):

 

In addition, in connection with the closing of the Transfer, the Company obtained a waiver from the representatives of the underwriters of the Company’s IPO, with respect to the underwriters’ respective entitlement to the payment of any deferred underwriting commissions under the terms of the Underwriting Agreement, dated October 28, 2021, by and between the Company and the underwriters of the IPO.

 

As part of the closing of the Sponsor Alliance on February 23, 2024, the Company introduced a change in management and the board of directors of the Company upon the closing, and new directors and management were appointed to the Board.

 

On February 23, 2024, the parties completed the closing of the Sponsor Alliance after all closing conditions were met, including but not limited to: (i) the surrender by the Sponsor to the Company for cancelation of the promissory notes issued by the Company to the Sponsor, consisting of promissory notes (x) dated March 16, 2022, in a principal amount of $450,000, (y) dated November 8, 2023, in a principal amount of $120,000, and (z) dated January 30, 2023, in a principal amount of $330,000 with $290,000 being funded, as evidenced by a note termination agreement, dated February 15, 2024, by and between the Company and the Sponsor; (ii) the Company’s having obtained the Deferred Underwriting Fee Waiver; and (iii) the termination of the Administrative Support Services Agreement, dated as of May 21, 2021, by and between the Company and the Sponsor.

 

See Note 8 Subsequent Events for additional information on Second Sponsor Alliance.

 

NOTE 7 - COMMITMENTS AND CONTINGENCIES

 

Underwriters’ Deferred Compensation

 

Under the Underwriting Agreement, the Company was obligated to pay an additional fee (the “Deferred Underwriting Compensation”) of 3.5% ($4,428 thousand) of the gross proceeds of the Public Offering. payable upon the Company’s completion of the initial Business Combination. The Deferred Underwriting Compensation will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination. The Underwriting Compensation has been recorded as a deferred liability on the balance sheet as of March 31, 2023 as management has deemed the consummation of a Business Combination to be probable at the issuance date.

 

In connection with the closing of the Sponsor Alliance on February 23, 2024, the Company obtained a waiver with respect to the underwriters’ payment of the deferred underwriting compensation additional fee.

 

F-15

---

Table of Contents

 

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (continued)

 

NOTE 8 - SUBSEQUENT EVENTS:

 

Heads of Agreement

 

April 2, 2024, the Company entered into a non-binding heads of agreement with Tembo e-LV B.V., a private company incorporated under the laws of the Netherlands, regarding a potential business combination transaction. The Company’s Chief Executive Officer is also the Chief Operating Officer and Chief Financial Officer of VivoPower International PLC, which owns 100% of Tembo.

 

Second Sponsor Alliance

 

On April 29, 2024, the Company entered into a subsequent sponsor securities purchase agreement (the “Second Purchase Agreement”) with the Company’s sponsor, EVGI and ARWM Pte Limited (the “Second Purchaser” or “ARWM”), pursuant to which, EVGI has agreed to transfer to the Second Purchaser on the closing under the Second Purchase Agreement (a) an aggregate of 2,360,000 founders’ shares (“Founders’ Shares”), consisting of 2,359,999 Class A ordinary shares, par value $0.0001, of the Company (“Class A Ordinary Shares”), or 46.50% of the outstanding Class A Ordinary Shares, and 1 Class B ordinary share, par value $0.0001, of the Company (“Class B Ordinary Share”), or 100% of the outstanding Class B Ordinary Shares and (b) 3,893,334 private placement warrants (“Private Warrants”) that had been purchased by the Original Sponsor concurrently with the Company’s IPO (collectively, the “Second Transferred Securities”). The Second Transferred Securities collectively constituted 93.3% of the securities of the Company owned by the Purchaser prior to the Second Transfer (as defined below). 170,000 Class A Ordinary Shares, or 3.36% of the outstanding Class A Ordinary Shares were transferred where earlier transferred to the Purchaser’s Designees (as defined below). The Original Sponsor has retained 632,500 Class A Ordinary Shares, or 12.46% of the outstanding Class A Ordinary Shares, and 973,333 Private Warrants. The transfer of the Second Transferred Securities to the Second Purchaser pursuant to the Second Purchase Agreement is referred to as the “Second Transfer.” The Second Transfer, all agreements executed in connection with the Second Transfer are referred to as the “Second Sponsor Alliance.”

 

As part of the closing of the Second Sponsor Alliance, the Company will introduce a change in management and the board of directors of the Company.

 

Listing Rules

 

On May 7, 2024, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”), which requires listed securities to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $15,000,000. Based upon Nasdaq’s review of the Company’s MVPHS, the Company no longer meets this requirement. Consequently, a deficiency exists with regard to the MVPHS Rule. However, in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Notice states that the Company has 180 calendar days, or until November 4, 2024, in which to regain compliance with the MVPHS Rule.

 

The Notice is only a notification of deficiency and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. In the event the Company does not regain compliance with the MVPHS Rule prior to the expiration of the compliance period of November 4, 2024, it will receive written notification from Nasdaq that its securities are subject to delisting on The Nasdaq Global Market. Alternatively, the Company may apply to transfer the Company’s securities to The Nasdaq Capital Market, which requires listed securities to maintain a minimum MVPHS of $5,000,000, which the Company exceeded at May 10, 2024.

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We completed our initial public offering in November 2021, and since that time, we have engaged in discussions with potential business combination target companies; we have not, however, as of yet, reached a definitive agreement with a specific target company with respect to an initial business combination with us. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private warrants, our shares, debt or a combination of cash, shares and debt.

 

The issuance of additional ordinary shares in a business combination (by our company, or by a target company that will serve as the public company following the business combination and in which target company shareholders may possess a majority interest):

 

●

may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions of the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

 

●

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

 

●

could cause a change of control if a substantial number of our (or the target company’s) ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

 

●

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

 

●

may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.

 

Similarly, if we or the target company issue(s) debt securities or otherwise incur significant indebtedness, it could result in:

 

●

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

 

●

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 

●

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

 

●

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is issued and outstanding;

 

●

our inability to pay dividends on our ordinary shares;

 

●

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

 

●

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 

●

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

 

●

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

 

 

As indicated in the accompanying financial statements, at December 31, 2023 we had $78,000 of cash and a $468,000 working capital deficit (net of Sponsor loan). Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

 

Extension of our Combination Period

 

First extension

 

We initially had until May 2, 2023, or 18 months from the closing of the IPO, to consummate our initial business combination. On April 20, 2023, we held the first extension meeting in lieu of our 2023 annual general meeting. At the first extension meeting our shareholders voted to approve the first extension. At the first extension meeting 10,185,471 Class A ordinary shares were redeemed, resulting in 2,464,529 publicly-held Class A ordinary shares outstanding. Accordingly, on May 1, 2023, $106,733,855 was distributed from trust account to the shareholders who redeemed their shares.

 

In connection with the first extension meeting, we and our original sponsor entered into the first NRAs with the first extension non-redeeming shareholders. Pursuant to the first NRAs, the first extension non-redeeming shareholders agreed not to redeem an aggregate of 2,000,000 Class A ordinary shares in connection with the first extension. In exchange for the foregoing commitment, our original sponsor agreed to transfer an aggregate of 130,000 Class B ordinary shares held by our original sponsor to the first extension non-redeeming shareholders immediately following, and subject to, consummation of an initial business combination.

 

In addition, in connection with the shareholders’ approval of the first extension, we and our original sponsor committed to contribute up to $240,000 to our trust account, consisting of $40,000 on or before May 2, 2023, and $40,000 on or before the 2nd day of each subsequent calendar month until (but excluding) November 2, 2023 or such earlier date on which (a) our Board determines to liquidate us or (b) an initial business combination is completed.

 

Second extension

 

On November 2, 2023, we held the second extension meeting, at which our shareholders voted to approve the second extension. At the second extension meeting a total of 347,980 Class A ordinary shares were redeemed in connection with the second extension, resulting in 5,074,870 Class A ordinary shares outstanding, consisting of 1,912,371 publicly-held Class A ordinary shares and 3,162,499 Class A ordinary shares comprising founders shares. Accordingly, on November 10, 2023, $3,813,082 was distributed from trust account to the shareholders who redeemed their shares.

 

In connection with the second extension meeting, we and our original sponsor entered into the second NRAs with the second extension non-redeeming shareholders. Pursuant to the second NRAs, the second extension non-redeeming shareholders agreed not to redeem an aggregate of 1,849,900 Class A ordinary shares related to the shareholder vote on the second extension.

 

In exchange for the foregoing commitment, our original sponsor agreed to transfer an aggregate of 184,990 founders shares (which were converted from Class B ordinary shares to Class A ordinary shares) held by our original sponsor to the Second Non-Redeeming Shareholders immediately following, and subject to, consummation of a business combination.

 

In addition to transfer of founders shares, we and our original sponsor committed, in connection with the shareholders’ approval of the second extension, to contribute to the our trust account, on a monthly basis until November 2, 2024, the lesser of (i) $20,000 and (ii) $0.01 per publicly-held Class A ordinary share multiplied by the number of publicly-held Class A ordinary shares outstanding. Monthly contributions are to be made on the 15^th day of each calendar month during the second extension period, beginning in November 2023 and until (but not including) November 2024. Given the 1,912,371 publicly-held Class A ordinary shares that were not redeemed, the contributions over the course of the twelve-month second extension period are expected to amount to approximately $19,124 per month, or up to $229,485 in the aggregate. Our original sponsor contributions will cease on such earlier date on which (a) the Board determines to liquidate the company or (b) a business combination is completed. Pursuant to the sponsor purchase agreement, the successor sponsor has agreed to make such contributions from the closing of the sponsor alliance.

 

We may seek to further extend the combination period in accordance with our amended and restated memorandum and articles of association and consistent with applicable laws, regulations and stock exchange rules. Such an extension would require the approval of our shareholders, who would, as previously, be provided the opportunity to redeem all or a portion of their Class A ordinary shares. Such redemptions will likely have a material adverse effect on the amount held in our trust account, our capitalization, principal shareholders and other impacts on us or our management team, such as our ability to maintain our listing on Nasdaq.

 

Founder Share Conversion

 

On May 30, 2023, we held the articles amendment meeting. At the articles amendment meeting, our shareholders approved, by way of special resolution, a proposal to amend the amended and restated memorandum and articles of association to provide that the existing restriction under the amended and restated memorandum and articles of association that prevents the issuance of additional shares that would vote together with the publicly-held Class A ordinary shares on a proposal to approve our initial business combination will not apply to the issuance of Class A ordinary shares upon conversion of Class B ordinary shares where the holders of the converted shares waive their rights to proceeds from our trust account. The requisite voting majority was achieved for approval.

 

 

On October 24, 2023, our original sponsor converted 3,162,499 of the 3,162,500 founders shares from Class B ordinary shares to Class A ordinary shares, leaving only 1 Class B ordinary share outstanding.

 

Nasdaq Compliance – MVLS Rule

 

On June 29, 2023, we received a written notice from Nasdaq indicating that we were not in compliance with the MVLS Rule, which requires us to have at least $50 million MVLS for continued listing on the Nasdaq Global Market.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the notice stated that we had 180 calendar days, or until December 26, 2023, in which to regain compliance with the MVLS Rule. The notice stated that if at any time before December 26, 2023, our MVLS closes at $50 million or more for a minimum of ten consecutive business days, the Nasdaq staff will provide written confirmation that we have regained compliance with the MVLS Rule.

 

On February 15, 2024 we received notice from Nasdaq that we were once again in compliance with the MVLS Rule.

 

Nasdaq Compliance - Minimum Total Holders Rule

 

On September 8, 2023, we, received an additional written notice from Nasdaq indicating that we were not in compliance with the Minimum Total Holders Rule, which requires us to maintain at least 400 total holders for continued listing on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(2)(A)(i), the notice stated that we had 45 calendar days, or until October 23, 2023, to submit a plan to regain compliance with the Minimum Total Holders Rule.

 

October 23, 2023, we submitted a plan to regain compliance with the Minimum Total Holders Rule. Nasdaq accepted our plan, and in doing so Nasdaq granted us an extension until March 6, 2024 (subsequently extended to March 11, 2024) to evidence compliance with the Minimum Total Holders Rule.

 

On March 12, 2024, we received notice from Nasdaq that we were once again in compliance with the Minimum Total Holders Rule.

 

Recent Developments

 

Sponsor Alliance

 

On February 9, 2024, we entered into a sponsor securities sponsor purchase agreement (the “sponsor purchase agreement”) with our original sponsor and the successor sponsor pursuant to which, on February 23, 2024, our original sponsor transferred to our successor sponsor (a) an aggregate of 2,530,000 founders’ shares, consisting of 2,529,999 Class A ordinary shares and 1 Class B ordinary share and (b) 3,893,334 private warrants that had been purchased by our original sponsor concurrently with the our IPO (collectively, the “sponsor transferred securities”). The sponsor transferred securities collectively constituted 80% of our securities owned by our original sponsor prior to the sponsor transfer (as defined below). Our original sponsor has retained 632,500 Class A Ordinary Shares and 973,333 Private Warrants. The transfer of the sponsor transferred securities to our successor sponsor pursuant to the sponsor purchase agreement is referred to as the “sponsor transfer.” The sponsor transfer, all agreements executed in connection with the sponsor transfer (including the transactions contemplated therein) and the changes to management described below are referred to as the “sponsor alliance.”

 

In connection with the sponsor alliance, we, our original sponsor and our successor sponsor entered into the registration rights joinder agreement, whereby (a) our original sponsor assigned its rights under the registration rights agreement with respect to the sponsor transferred securities to our successor sponsor and (b) our successor sponsor became party to the registration rights agreement. Also in connection with the sponsor alliance, we entered into letter agreement waiver by which we waived the transfer restrictions applicable to the sponsor transferred securities under the letter agreement in order to allow for the sponsor transfer by our original sponsor to our successor sponsor of the sponsor transferred securities. In addition, in connection with the closing of the sponsor alliance, we obtained the deferred underwriting fee waivers from the representatives of the underwriters of the IPO, with respect to the underwriters’ respective entitlement to the payment of any deferred underwriting commissions under the terms of the underwriting agreement.

 

As part of the closing of the sponsor alliance on February 23, 2024, we introduced a change in management and the Board as follows:

 

•

Ofer Gonen resigned as Chief Executive Officer;

 

•

Stephen T. Wills tendered his resignation as Chief Financial Officer;

 

 

•

Nachum (Homi) Shamir, a director and Chairman of the Board, and Dr. Hadar Ron, a director, resigned as members of the Board; and

 

•

each of Emmanuel Meyer, Joseph C. Thomassen and Huiyan Geng were appointed to the Board by our successor sponsor.

 

On February 23, 2024, the parties completed the closing of the sponsor alliance after all closing conditions were met or waived, including but not limited to: (a) the surrender by our original sponsor to us for cancelation of the promissory notes issued by us to our original sponsor, consisting of promissory notes dated (i) March 16, 2022, in a principal amount of $450,000, (ii) November 8, 2023, in a principal amount of $120,000 and (iii) January 30, 2023, in a principal amount of $330,000 ($290,000 funded), as evidenced by a note termination agreement, (b) our having obtained the deferred underwriting fee waivers and (c) the termination of the administrative support services agreement.

 

In addition, with effect from on April 11, 2024, upon the expiration of all applicable waiting periods under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder:

 

•

each of Dr. David Sidransky, Dr. David J. Shulkin and Mr. Gonen has tendered his resignation as a director;

 

•

Gary Challinor was appointed Chief Executive Officer; and

 

•

Stephen T. Wills was re-appointed Chief Financial Officer.

 

Designees of our successor sponsor now constitute the entire Board and its executive officers.

 

Second Sponsor Alliance

 

On April 29, 2024, we entered into a subsequent sponsor securities purchase agreement (the “Second Purchase Agreement”) with the Company’s sponsor, EVGI and ARWM Pte Limited (the “Second Purchaser” or “ARWM”), pursuant to which, EVGI has agreed to transfer to the Second Purchaser on the closing under the Second Purchase Agreement (a) an aggregate of 2,360,000 founders’ shares (“Founders’ Shares”), consisting of 2,359,999 Class A ordinary shares, par value $0.0001, of the Company (“Class A Ordinary Shares”), or 46.50% of the outstanding Class A Ordinary Shares, and 1 Class B ordinary share, par value $0.0001, of the Company (“Class B Ordinary Share”), or 100% of the outstanding Class B Ordinary Shares and (b) 3,893,334 private placement warrants (“Private Warrants”) that had been purchased by the Original Sponsor concurrently with the Company’s IPO (collectively, the “Second Transferred Securities”). The Second Transferred Securities collectively constituted 93.3% of the securities of the Company owned by the Purchaser prior to the Second Transfer (as defined below). 170,000 Class A Ordinary Shares, or 3.36% of the outstanding Class A Ordinary Shares were transferred where earlier transferred to the Purchaser’s Designees (as defined below). The Original Sponsor has retained 632,500 Class A Ordinary Shares, or 12.46% of the outstanding Class A Ordinary Shares, and 973,333 Private Warrants. The transfer of the Second Transferred Securities to the Second Purchaser pursuant to the Second Purchase Agreement is referred to as the “Second Transfer.” The Second Transfer, all agreements executed in connection with the Second Transfer are referred to as the “Second Sponsor Alliance.”

 

As part of the closing of the Second Sponsor Alliance, the Company will introduce a change in management and the board of directors of the Company.

 

Heads of Agreement

 

April 2, 2024, we entered into a non-binding heads of agreement with Tembo e-LV B.V., a private company incorporated under the laws of the Netherlands, regarding a potential business combination transaction. The Company’s Chief Executive Officer is also Chief Operating Officer and Chief Financial Officer of VivoPower International PLC, which owns 100% of Tembo.

 

Listing Rules

 

On May 7, 2024, we received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”), which requires listed securities to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $15,000,000. Based upon Nasdaq’s review of the Company’s MVPHS, the Company no longer meets this requirement. Consequently, a deficiency exists with regard to the MVPHS Rule. However, in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Notice states that the Company has 180 calendar days, or until November 4, 2024, in which to regain compliance with the MVPHS Rule. The Notice states that if at any time before November 4, 2024, the Company’s MVPHS closes at $15,000,000 or more for a minimum of ten (10) consecutive business days, the Nasdaq staff will provide written confirmation that the Company has regained compliance with the MVPHS Rule.

 

 

The Notice is only a notification of deficiency and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. In the event the Company does not regain compliance with the MVPHS Rule prior to the expiration of the compliance period of November 4, 2024, it will receive written notification from Nasdaq that its securities are subject to delisting on The Nasdaq Global Market. Alternatively, the Company may apply to transfer the Company’s securities to The Nasdaq Capital Market, which requires listed securities to maintain a minimum MVPHS of $5,000,000, which the Company exceeded at May 10, 2024.

 

We will continue to monitor its MVPHS and consider its available options to regain compliance with the MVPHS Rule. If compliance is not achieved by November 4, 2024, the Company expects to apply to Nasdaq to transfer the Company’s securities to The Nasdaq Capital Market.

 

Results of Operations

 

We have not engaged in any revenue-generating operations to date. Our only activities since inception have been organizational activities, preparations for our initial public offering, and, subsequent to our initial public offering, searching for, and due diligence related to, potential target companies with which to consummate a business combination transaction. We have not and we will not generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on funds held in our trust account after our initial public offering. There has been no significant change in our financial or trading position since the March 31, 2024 date of our financial statements contained in this Quarterly Report. After our initial public offering, which was consummated in November 2021, we have been incurring increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses related to our search for a target company.

 

Liquidity and Capital Resources

 

As of March 31, 2024, we had $19,000 in our operating bank account, and a working capital deficit of $480,000.

 

Our liquidity needs to date have been satisfied through loans primarily from our sponsors, plus third-parties to cover certain operating expenses.

 

On May 24, 2021, our original sponsor agreed to lend us up to $300,000 to be used for a portion of the expenses of our initial public offering; our obligation to repay those loans was reflected in a $300,000 promissory note (the “IPO promissory note”) that we issued to our original sponsor. The loans under that note were non-interest bearing, unsecured and were due at the earlier of December 31, 2021 or the close of our initial public offering. The loans were repaid upon the closing of the offering on November 2, 2021 out of the offering proceeds not held in our trust account and no amounts were outstanding under the IPO promissory note issued to our original sponsor.

 

In addition, in order to finance transaction costs leading up to, and in connection with, our potential initial business combination, on March 16, 2023, our original sponsor, together with three primary limited partners of our original sponsor (Clal Biotechnology Industries, Israel Biotech Fund and Consensus Business Group (via its affiliate, Kalistcare Ltd.)), have committed to funding us up to $450,000, as may be required by us. In March 2023, we requested, and received from our original sponsor, the full $450,000 amount that may be loaned to us under a promissory note that represents that loan commitment.

 

On November 8, 2023, our original sponsor, together with three primary limited partners of our original sponsor (Clal Biotechnology Industries, Israel Biotech Fund and Consensus Business Group (via its affiliate, Kalistcare Ltd.)), committed to funding us up to $120,000, as may be required by us. On November 8, 2023, we requested, and received from our original sponsor, the full $120,000 amount that may be loaned to us under a promissory note that represents that loan commitment.

 

We intend to use substantially all of the funds held in our trust account, including any amounts representing interest earned on our trust account (which interest shall be net of taxes payable), minus amounts paid out to redeeming shareholders, as consideration to complete our initial business combination. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in our trust account (less any amounts paid out to redeeming shareholders) will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 

Prior to our initial business combination, we are using the proceeds held outside of our trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, pay for administrative and support services, and pay taxes to the extent the interest earned on our trust account is not sufficient to pay our taxes. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

 

 

As of May 14, 2024, only approximately $19,000 is available to us outside of the trust account to fund our working capital requirements. Because of the anticipated costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination, as noted above, we have requested and are seeking additional loans from several third parties, but to date have not secured any additional funding. While, if obtained, we anticipate that these loans will suffice for the period leading up to our initial business combination, we have not yet obtained, and there can be no assurance that the loans will ever be obtained, and, even if they are, that the costs of identifying a target business, undertaking in-depth due diligence and negotiating and consummating an initial business combination may be greater than what we currently estimate would be needed to do so. Consequently, it is likely that we may have insufficient funds available to operate our business prior to our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate our trust account. That required liquidation date would be less than 12 months after the date of this Annual Report. That, among other factors, raises substantial doubt about our ability to continue as a going concern. See “Item 1 - Risk Factors – Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination - Because the funds being held outside of the trust account are insufficient to allow us to operate for the remainder of the combination period , that could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, as we will depend on additional loans third parties to fund those activities” in our 2023 Annual Report.

 

Moreover, given the significant percentage of our public shareholders that have elected to redeem their shares in connection with our first extension meeting, our second extension meeting and our article amendment meeting, and may elect to redeem at a meeting to approve a business combination, thereby reducing our cash resources, we likely will need to secure third party financing in order to successfully effect such a business combination and there can be no assurance that it will be available to us on terms acceptable to us or at all. Subject to compliance with applicable securities laws, we would only raise financing by issuing additional securities simultaneously with the completion of our business combination. We cannot assure you that our plans for that financing or to consummate an initial business combination will be successful.

 

Recent Developments

 

On January 30, 2024, our original sponsor, committed to funding us up to $330,000, as may be required by us. On January 30, 2024, we requested, and received from our original sponsor, $290,000 under a promissory note that represents that loan commitment.

 

On closing of the sponsor alliance, our original sponsor surrendered to us for cancelation of the promissory notes issued by us to our original sponsor, consisting of promissory notes (i) dated March 16, 2022, in a principal amount of $450,000, (ii) dated November 8, 2023, in a principal amount of $120,000 and (iii) dated January 30, 2024, in a principal amount of $330,000 ($290,000 funded).

 

On March 25, 2024, Energi committed to funding us up to $600,000, as may be required by us. On March 25, 2024, we requested, and received, from Energi the full $600,000 under a promissory note that represents that loan commitment. The promissory note is repayable in full upon the earlier of (a) November 1, 2024, (b) the date of the consummation of our initial business combination or (c) the date of the liquidation of us. The promissory note bears no interest, however, an establishment fee, a line fee and an exit fee totaling in aggregate 9.0% per annum are payable on the maturity date. In the event Energi forfeits its rights to payment of amounts outstanding under such promissory note, our successor sponsor shall transfer to Energi 600,000 founder shares for no consideration, at such time and on such terms as shall be agreed.

 

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

 

As of December 31, 2023, we did not have any off-balance sheet arrangements as described in Item 303 of Regulation S-K and did not have any commitments for capital expenditures or contractual obligations. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

 

Critical Accounting Estimates

 

None.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The net proceeds from our initial public offering and the sale of the private warrants held in the trust account, after reduction for payments made for the redemption of a portion of the public shares in connection with the first extension meeting, conversion amendment meeting and second extension meeting, are invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer, whom we refer to as our certifying officers, the effectiveness of our disclosure controls and procedures as of September 30, 2023, pursuant to Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act. Based upon that evaluation, our certifying officers concluded that, as of September 30, 2023 our disclosure controls and procedures were effective.

 

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

None.

 

ITEM 1A. RISK FACTORS.

 

There have been no material changes with respect to the risk factors disclosed in our 2023 Annual Report.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Unregistered Sales

 

In May 2021, our original sponsor purchased an aggregate of 2,875,000 of our Class B ordinary shares for an aggregate purchase price of $25,000. In October 2021, we effected a share dividend of 0.1 shares for each share then outstanding, thereby resulting in 3,162,500 Class B ordinary shares outstanding and held by our original sponsor. The sale of the Class B ordinary shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On October 24, 2023, our original sponsor converted 3,162,499 of the 3,162,500 founders shares from Class B ordinary shares to Class A ordinary shares, leaving only 1 Class B ordinary share outstanding. The remaining Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to the adjustments described herein.

 

Substantially concurrent with the closing of the initial public offering, we effected a private placement of 4,866,667 private warrants to our original sponsor at a price of $1.50 per warrant, or $7,300,000 in the aggregate. The purchase of the private warrants provided additional funds that are necessary to maintain in our trust account $10.20 per unit sold to the public, as well as funds outside of our trust account for our working capital requirements. The private warrants are identical to the warrants sold to the public as part of the units, except that the private warrants will not be redeemable. The sale of the private warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in our initial public offering and related to the closing of our initial business combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of our initial public offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination and any private warrants issued to our original sponsor, a partner or affiliate of our original sponsor, or any of our officers or directors. This is different than certain other blank check companies in which the sponsor shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to our initial business combination.

 

Use of Proceeds

 

On November 2, 2021, we consummated the closing of our initial public offering, selling 12,650,000 units, to the public and generating aggregate gross proceeds of $126,500,000. Each unit consists of one Class A ordinary share and one-half warrant, each warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share.

 

Substantially concurrent with the closing of the initial public offering, we completed the private sale of 4,866,667 warrants to our original sponsor, Cactus Healthcare Management LP, at a purchase price of $1.50 per Private Placement Warrant, generating aggregate gross proceeds to us of $7,300,000.

 

Following the respective closings, a total of $129,030,000 was placed in a U.S.-based trust account at Bank of America, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.

 

At the first extension meeting held on April 20, 2023, a total of 10,185,471 Class A ordinary shares were redeemed; accordingly, on May 1, 2023, $106,733,855 was distributed from trust account to the shareholders who redeemed their shares. See “Item 2 - Extension of our Combination Period - First extension” above.

 

At the second extension meeting held on November 2, 2023, a total of 347,980 Class A ordinary shares were redeemed; accordingly, on November 10, 2023, $3,813,082 was distributed from trust account to the shareholders who redeemed their shares. See “Item2 - Extension of our Combination Period - Second extension” above.

 

Other than described above, there has been no material change in the planned use of proceeds from such use as described in our final prospectus (File No. 333-258042), dated October 28, 2021, for which the related registration statement on Form S-1 was declared effective by the SEC on October 28, 2021.

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS.

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

*	Filed herewith.

**	Furnished herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Cactus Acquisition Corp. 1 Limited
Date: May 15, 2024	By:	/s/ Gary Challinor
	Name:	Gary Challinor
	Title:	Chief Executive Officer

 

 

Date: May 15, 2024	By:	/s/ Stephen T. Wills
	Name:	Stephen T. Wills
	Title:	Chief Financial Officer

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

 

I, Gary Challinor, certify that:

 

1.         I have reviewed this Quarterly Report on Form 10-Q of Cactus Acquisition Corp. 1 Ltd;

 

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.         The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.         designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.         designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.         evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.         disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.         The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.         all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.         any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 15, 2024	By:	/s/ Gary Challinor
	Name:	Gary Challinor
	Title:	Chief Executive Officer

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

 

I, Stephen T. Wills, certify that:

 

1.         I have reviewed this Quarterly Report on Form 10-Q of Cactus Acquisition Corp. 1 Ltd;

 

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.         The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.         designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.         designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.         evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.         disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.         The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.         all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.         any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: May 15, 2024	By:	/s/ Stephen T. Wills
	Name:	Stephen T. Wills
	Title:	Chief Financial Officer

 

 

Exhibit 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

 

This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarter ended September 30, 2023, of Cactus Acquisition Corp. 1 Ltd (the “Company”). I, Gary Challinor, the Chief Executive Officer of the Company, certify that, based on my knowledge:

 

(1)         The Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

 

(2)         The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in this report.

 

Date: May 15, 2024	By:	/s/ Gary Challinor
	Name:	Gary Challinor
	Title:	Chief Executive Officer

 

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

Exhibit 32.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarter ended September 30, 2023, of Cactus Acquisition Corp. 1 Ltd (the “Company”). I, Stephen T. Wills, the Chief Financial Officer of the Company, certify that, based on my knowledge:

 

(1)         The Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

 

(2)         The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in this report.

 

Date: May 15, 2024	By:	/s/ Stephen T. Wills
	Name:	Stephen T. Wills
	Title:	Chief Financial Officer

 

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

v3.24.1.1.u2

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-40981
Entity Registrant Name	Cactus Acquisition Corp. 1 Ltd
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	4B Cedar Brook Drive
Entity Address, City or Town	Cranbury
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08512
City Area Code	609
Local Phone Number	495-2222
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001865861
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A ordinary shares, par value $0.0001 per share Member
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CCTS
Security Exchange Name	NASDAQ
Redeemable Warrants Each Warrant Exercisable For One Class A Ordinary Share At An Exercise Price Of 1150 Member
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	CCTSW
Security Exchange Name	NASDAQ
Units Each Consisting Of One Class A Ordinary Share And Onehalf Of A Redeemable Warrant Member
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Trading Symbol	CCTSU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		5,074,870
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		1

v3.24.1.1.u2

Unaudited Condensed Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 19	$ 78
Prepaid expenses	207	0
TOTAL CURRENT ASSETS	226	78
NON-CURRENT ASSETS:
Cash held in trust account	21,496	21,161
TOTAL ASSETS	21,722	21,239
CURRENT LIABILITIES:
Accrued expenses	94	538
Sponsor Loan		570
Promissory Note	354	0
Related Party	12	12
TOTAL CURRENT LIABILITIES	460	1,120
LONG TERM LIABILITIES -
Underwriter’s deferred compensation	0	4,428
TOTAL LIABILITIES	460	5,548
Commitments and Contingencies
CAPITAL DEFICIENCY:
Preference Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding	0	0
Additional paid in capital	771	0
Accumulated deficit	(1,005)	(5,470)
TOTAL CAPITAL DEFICIENCY	(234)	(5,470)
TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY)	21,722	21,239
Common Class A [Member]
LONG TERM LIABILITIES -
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 1,912,371 shares at March 31, 2024, at a redemption value of $11.24 per share and at December 31, 2023, at a redemption value of $11.07 per share	21,496	21,161
CAPITAL DEFICIENCY:
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 3,162,499 shares and 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	$ 0	$ 0

v3.24.1.1.u2

Unaudited Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized (in shares)	5,000,000	5,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares Outstanding (in shares)	0	0
Common Class A [Member]
Temporary Equity, Shares Issued (in shares)	1,912,371	1,912,371
Temporary Equity, Redemption Price Per Share (in dollars per share)	$ 11.24	$ 11.07
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized (in shares)	500,000,000	500,000,000
Common Stock, Shares, Issued (in shares)	3,162,499	0
Common Stock, Shares, Outstanding (in shares)	3,162,499	0
Common Class B [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized (in shares)	50,000,000	50,000,000
Common Stock, Shares, Issued (in shares)	1	3,162,500
Common Stock, Shares, Outstanding (in shares)	1

v3.24.1.1.u2

Unaudited Condensed Statements Of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT	$ 277	$ 1,389
OPERATING EXPENSES	(240)	(322)
NET EARNING FOR THE PERIOD	$ 37	$ 1,067
ClassAOrdinarySharesSubjectPossibleRedemptionMember
WEIGHTED AVERAGE SHARES OUTSTANDING (in shares)	1,912,371	12,650,000
BASIC EARNINGS (LOSS) PER SHARE (in dollars per share)	$ 0.13	$ 0.09
Common Class B [Member]
WEIGHTED AVERAGE SHARES OUTSTANDING (in shares)	3,162,500	3,162,500
BASIC EARNINGS (LOSS) PER SHARE (in dollars per share)	$ 1.46	$ (0.02)

v3.24.1.1.u2

Unaudited Condensed Statements of Changes in Shareholders' Equity (Capital Deficiency) - USD ($) $ in Thousands	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
BALANCE AT (in shares) at Dec. 31, 2022	0	3,162,500
BALANCE AT at Dec. 31, 2022	$ 0		$ 0	$ (4,052)	$ (4,052)
Accretion of Class A common stock subject to redemption amount as of March 31, 2024				(1,389)	(1,389)
Net earnings for the period				1,067	1,067
BALANCE AT MARCH 31, 2024 (in shares) at Mar. 31, 2023	0	3,162,500
BALANCE AT MARCH 31, 2024 at Mar. 31, 2023			0	(4,374)	(4,374)
BALANCE AT (in shares) at Dec. 31, 2023	3,162,499
BALANCE AT at Dec. 31, 2023	$ 0	$ 1	0	(5,470)	(5,470)
Sponsor Loan Cancelation			860		860
Valuation of promissory note			246		246
Accretion of Class A common stock subject to redemption amount as of March 31, 2024			(335)		(335)
Underwriters’ deferred compensation waiver				4,428	4,428
Net earnings for the period				37	37
BALANCE AT MARCH 31, 2024 (in shares) at Mar. 31, 2024	3,162,499	1
BALANCE AT MARCH 31, 2024 at Mar. 31, 2024			$ 771	$ (1,005)	$ (234)

v3.24.1.1.u2

Unaudited Condensed Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings for the period	$ 37	$ 1,067
Changes in operating assets and liabilities:
Decrease in prepaid expenses	(207)	82
Increase (decrease) in accrued expenses	(444)	115
Net cash provided by (used in) operating activities	(614)	1,264
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note	600	0
Proceeds from sponsor loan	290	0
Net cash provided by financing activities	890	0
NET CHANGE IN CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT	276	1,264
CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT BEGINNING OF THE PERIOD	21,239	131,136
CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT END OF THE PERIOD	21,515	132,400
ccts_ReconciliationOfCashCashEquivalentsAndCashAndCashEquivalentsHeldInTrustAccountAbstract
Cash and cash equivalents	19	118
Cash held in trust account	21,496	132,282
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD	21,515	132,400
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:
Sponsor Loan Cancelation	860	0
Valuation of promissory note	246	0
Underwriters’ deferred compensation waiver	$ 4,428	$ 0

v3.24.1.1.u2

Note 1 - Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2024
Notes to Financial Statements
Nature of Operations [Text Block]	NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS:     a. Organization and General   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 and has historically focused its search on technology-based healthcare businesses that are domiciled in Israel that carry out all or a substantial portion of their activities in Israel or that have some other significant Israeli connection. Since the closing of the Sponsor Alliance (see Note 8 Subsequent Events), the Company altered the focus of its search to emerging technology companies globally, and particularly those in the 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, 2024 relates to the Company’s formation, its initial public offering (the "Public offering") described below and its search for a target company. The Company generates interest income on proceeds held in the trust account derived from the Public Offering and the private placement (as defined below in Note 3).     b. Sponsor and Financing   On February 9, 2024, the Company entered into a sponsor securities purchase agreement with the Company’s original sponsor, Cactus Healthcare Management, L.P. (the “Sponsor”) and EVGI Limited (the “Purchaser”), pursuant to which, on February 23, 2024, the Sponsor transferred to the Purchaser 80% of the securities of the Company owned by the Sponsor prior to the transaction.   See Note 6 Related Party Transactions on Sponsor Alliance and Note 8 Subsequent Events on Second Sponsor Alliance for additional information.   The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on October 28, 2021. The initial stage of the Company’s Public Offering— the sale of 12,650,000 Units — closed on November 2, 2021. Upon that closing $129.03 million was placed in a trust account (the “Trust Account”) (see also note 1(c) below). Out of the $129.03 million placed in the trust account, the Company raised a total of $126.5 million, inclusive of the exercise of the over-allotment option and an additional $2.53 million were invested by the Company's Sponsor for the benefit of the Public to preserve a redemption value of $10.20. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement.     c. The Trust Account   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 the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering held outside the Trust Account.     NOTE 1 - GENERAL (continued):     d. Initial Business Combination   The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination.   The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. However, 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 thousand following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination.   If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”     e. Initial Business Combination / Extension Amendment   Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100 thousand of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.     NOTE 1 - GENERAL (continued):   On November 2, 2023, the Company held an extraordinary general meeting (the “Second Extension Meeting”), at which the Company’s shareholders voted to approve the Second Extension, which extended the Mandatory Liquidation Date from November 2, 2023 to November 2, 2024.   The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in Note 7) held by them if the Company fails to complete the initial Business Combination within 18 months of the closing of the Public Offering or during any extended time that the Company has to consummate an initial Business Combination beyond 18 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.   In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein.     f. Substantial Doubt about the Company’s Ability to Continue as a Going Concern   On November 2, 2023, the Company extended the date by which the Company has to consummate an Initial Business Combination from November 2, 2023 to November 2, 2024 (hereafter – 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.   Concurrently, in order to finance the requested extension and continued operations, the Company requested that the $120 thousand promissory note (see note 5) with the Sponsors be funded. The Company drew down the full amount in November 2023. However, there can be no assurance that the Company will be able to consummate any business combination ahead of the Mandatory Liquidation Date, nor that they 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 and classification 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. See also Note 5.   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.     NOTE 1 - GENERAL (continued):     g. Emerging Growth Company   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.     h. Notice of Delisting   On June 29, 2023, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(A) (the “MVLS Rule”), which requires the Company to have at least $50 million market value of listed securities (the “MVLS”) for continued listing on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Notice states that the Company has 180 calendar days, or until December 26, 2023, in which to regain compliance with the MVLS Rule. The Company took steps to regain compliance prior to the December 26, 2023 date and in January 2024, Nasdaq staff notified the Company that it had regained compliance the MVLS rule.   On September 8, 2023, the Company, received an additional written notice (the “Total Holders Notice”) from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). In accordance with Nasdaq Listing Rule 5810(c)(2)(A)(i), the Total Holders Notice stated that the Company had 45 calendar days, or until October 23, 2023, to submit a plan to regain compliance with the Minimum Total Holders Rule.   On October 23, 2023, the Company submitted a plan to regain compliance with the Minimum Total Holders Rule. On November 9, 2023 Nasdaq accepted the Company’s plan, and in doing so Nasdaq granted the Company an extension until March 6, 2024 (subsequently extended to March 11, 2024) to evidence compliance with the Minimum Total Holders Rule. On March 12, 2024 the Company received notice from Nasdaq that it was once again in compliance with the Minimum Total Holders Rule.   See Note 8 Subsequent Events for additional information on Listing Rules

v3.24.1.1.u2

Note 2 - Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Notes to Financial Statements
Significant Accounting Policies [Text Block]	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:   The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (hereafter – U.S. GAAP) and the regulations of the Securities Exchange Commission (hereafter – SEC). The significant accounting policies used in the preparation of the financial statements are as follows:   Basis of Presentation   The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q.   Certain disclosures included in the financial statements as of, and for the year ended, December 31, 2022, have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year.   The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements.   The accounting policies applied in the preparation of the unaudited condensed financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2023.

v3.24.1.1.u2

Note 3 - Public Offering	3 Months Ended
	Mar. 31, 2024
Notes to Financial Statements
Initial Public Offering Text Block	NOTE 3 - PUBLIC OFFERING   In the Initial Public Offering, the Company issued and sold 12,650,000 units at an offering price of $10.00 per unit (the “Units”). The Sponsor purchased an aggregate of 4,866,667 Private Warrants (as defined below) at a price of $1.50 per Private Warrant, approximately $7,300,000 in the aggregate.   Each Unit consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share (each, a “Warrant” and, collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants will trade. Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation.   Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders.       The Warrants sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that: (1) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the initial business combination; (2) they (including the ordinary shares issuable upon exercise of these warrants) are not registered but are entitled to registration rights; and (3) prior to being sold in the open market or transferred into "street name", they are not redeemable by the Company.   The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering, or $2,530 thousand, in the aggregate, to the underwriters at the closings of the Public Offering. Refer to Note 6 for more information regarding an additional fee that was payable to the underwriters upon the consummation of an Initial Business Combination.

v3.24.1.1.u2

Note 4 - Capital Deficiency	3 Months Ended
	Mar. 31, 2024
Notes to Financial Statements
Capital Deficiency Text Block	NOTE 4 - CAPITAL DEFICIENCY:     a. Ordinary Shares   Class A ordinary shares   The Company is authorized to issue up to 500,000,000 Class A ordinary shares of $0.0001 par value each. Pursuant to the initial Public Offering on December 31, 2022 the Company issued and sold an aggregate of 12,650,000 Class A ordinary shares as part of the Units sold in the respective transaction. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $126,500 thousand in the Public. See Note 3 above for further information regarding those share issuances.   Class B ordinary shares   The Company is authorized to issue up to 50,000,000 Class B ordinary shares of $0.0001 par value each. On May 14, 2021 the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor. In October 2021, the Company effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the Sponsor and the Company’s directors.   Class B ordinary shares are convertible into Class A ordinary shares, on a one-to-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the business combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial business combination.   On October 24, 2023, the Sponsor converted 3,162,499 of the 3,162,500 founders shares from Class B ordinary shares to Class A ordinary shares, leaving only one Class B ordinary share outstanding.     b. Preference shares   The Company is authorized to issue up to 5,000,000 Preference Shares of $0.0001 par value each. As of March 31, 2023, the Company has no Preference shares issued and outstanding.

v3.24.1.1.u2

Note 5 - Earnings (Loss) Per Share	3 Months Ended
	Mar. 31, 2024
Notes to Financial Statements
Earnings Per Share [Text Block]	NOTE 5 - EARNINGS PER SHARE:     a. Basic   As of March 31, 2024 and 2023, the Company had two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. In order to determine the net loss attributable to each class, the Company first considered the total earnings (loss) allocable to both sets of shares. This is calculated using the total earnings (loss) less any Interest Earned on Investments Held in Trust Account. The accretion to redemption value of the Class A ordinary shares subject to possible redemption is fully allocated to the Class A ordinary shares subject to redemption.       Three months ended March 31       2024     2023       U.S. dollars in thousands (except share data)   Net earnings for the period     37       1,067   Less - interest earned on marketable securities held in trust account     (277 )     (1,389 ) Net loss excluding interest     (240 )     (322 )                   Class A ordinary shares subject to possible redemption:                 Numerator:                 Net loss excluding interest     (91 )     (258 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount ("Accretion")     335       1,389         244       1,131   Denominator:                 Weighted average of class A ordinary shares subject to possible redemption     1,912,371       12,650,000   Basic and diluted earnings per Class A ordinary share subject to possible redemption     0.13       0.09                     Non-redeemable Class A and Class B ordinary shares:                 Numerator:                 Net loss excluding interest     (149 )     (64 ) Sponsor Loan Cancelation     335       -   Underwriters’ deferred compensation waiver     4,428       -         4,614       (64 )                   Denominator:                 Weighted average of non-redeemable Class A and Class B ordinary shares outstanding     3,162,500       3,162,500   Basic and diluted earnings (loss) per non-redeemable Class A and Class B ordinary share     1.46       (0.02 )         b. Diluted   As of March 31, 2024, the Company did not have any dilutive securities or any other contracts which could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

v3.24.1.1.u2

Note 6 - Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Notes to Financial Statements
Related Party Transactions Disclosure [Text Block]	NOTE 6 - RELATED PARTY TRANSACTIONS:   Issuance of shares   In May 2021, the Company's sponsor purchased 2,875,000 founders shares from the Company for an aggregate purchase price of $25 thousand, or approximately $0.009 per share. In October 2021, the Company effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the Sponsor and the Company’s directors. For warrants purchased by the sponsor at the Initial Public Offering see note 3.   Administrative Services Agreement   On May 21, 2021, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the IPO and will continue until the earlier of (i) the consummation of the Company’s initial Business Combination, or (ii) the Company’s liquidation.   Promissory notes   On January 30, 2024, the Company issued a convertible promissory note to the Sponsor under which the Company can borrow up to a $330 thousand principal amount from the Sponsor or its registered assigns or successors in interest (the “Payee”), which will be funded equally by the primary three limited partners of the Sponsor ($110,000 each). The Company shall draw amounts under the promissory note to fund costs and expenses related to its operations and the Business Combination. The promissory note contains the same terms and conditions as the March 16, 2022 and November 8, 2023 promissory notes referenced above.   On January 31, 2024, the Company requested of the Sponsor that $290 thousand of the $330 thousand promissory note be funded. The requested amount of $290 thousand was received by the Company on February 5, 2024.   On February 23, 2024, as part of closing of the Sponsor Alliance, the promissory notes issued by the Company to the Sponsor, consisting of promissory notes (x) dated March 16, 2022, in a principal amount of $450,000, (y) dated November 8, 2023, in a principal amount of $120,000, and (z) dated January 30, 2023, in a principal amount of $330,000 with $290,000 being funded, were canceled by the Sponsor.   On March 25, 2024, the Company issued an unsecured promissory note to Energi Holding Limited (the “Lender”), not a related party, with a principal amount up to $600,000 (the “Note”). The Note is repayable in full upon the earlier of (a) November 1, 2024, (b) the date of the consummation of the Company’s initial business combination or (c) the date of the liquidation of the Company (such earlier date, the “Maturity Date”). The Note bears no interest, however, an establishment fee, a line fee and an exit fee totaling in aggregate 9.0% per annum, are payable on the Maturity Date.       On March 25, 2024, the Lender advanced $600,000 to the Company under the Note. If the Company does not consummate an initial business combination by the Maturity Date, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.   As an inducement for the Lender to fund the Note, EVGI Limited (“EVGI”), the new sponsor, and the Lender have agreed that (a) EVGI and the Lender shall enter into an agreement pursuant to which the Lender may elect upon forfeiture of its rights to payment of amounts outstanding under the Note to receive a number of the Company’s Class A Ordinary Shares held of record by EVGI to be determined in such agreement and (b) EVGI shall transfer to the Lender 600,000 of the Company’s Class A ordinary shares held of record by EVGI, or subsequent sponsor, for no consideration at such time and on such terms as shall be agreed. The Sponsor's inducement was recognized as a deduction from the $600,000 note in an amount of$246,000, which will be recognized in subsequent periods as finance expenses. The $246,000 value was determined based on a market approach methodology with a probability of acquisition assessment, using a stock price of $10.00 and assigning a probability of acquisition of 15%. This $246,000 value consideration is reflected as an increase to additional paid in capital and a reduction to the note liability for debt issuance costs.   Sponsor Alliance   On February 9, 2024, the Company entered into a sponsor securities purchase agreement (the “Purchase Agreement”) with the Company’s sponsor, Cactus Healthcare Management, L.P. (the “Sponsor”) and EVGI Limited (the “Purchaser”), pursuant to which, on February 23, 2024, the Sponsor transferred to the Purchaser (a) an aggregate of 2,530,000 founders’ shares (“Founders’ Shares”), consisting of 2,529,999 Class A ordinary shares, par value $0.0001 of the Company (“Class A ordinary shares”) and one Class B ordinary share, par value $0.0001, of the Company (“Class B ordinary share”), and (b) 3,893,334 private placement warrants (“Private Warrants”) that had been purchased by the Sponsor concurrently with the Company’s initial public offering in November 2021 (the “IPO”) (collectively, the “Transferred Securities”). The Transferred Securities collectively constituted 80% of the securities of the Company owned by the Sponsor prior to the transaction. The Sponsor has retained 632,501 Founders’ Shares and 973,333 Private Warrants.   In connection with the Sponsor Alliance, the Company, the Sponsor and the Purchaser entered into a joinder agreement (the “Registration Rights Joinder Agreement”) to the registration rights agreement, dated November 2, 2021, by and among the Company, the Sponsor and any other holders of the Company’s securities who become party thereto from time to time (the “Registration Rights Agreement”) whereby (i) the Sponsor assigned its rights under the Registration Rights Agreement with respect to the Transferred Securities to the Purchaser, and (ii) the Purchaser became party to the Registration Rights Agreement. Also, in connection with the Transfer, the Company waived the transfer restrictions applicable to the Transferred Securities under the letter agreement, dated October 28, 2021 (the “Letter Agreement”), by and among the Company, the Sponsor and the original officers and directors of the Company, in order to allow for the Transfer by the Sponsor to the Purchaser of the Founders’ Shares and Private Warrants (the “Letter Agreement Waiver”).       In addition, in connection with the closing of the Transfer, the Company obtained a waiver from the representatives of the underwriters of the Company’s IPO, with respect to the underwriters’ respective entitlement to the payment of any deferred underwriting commissions under the terms of the Underwriting Agreement, dated October 28, 2021, by and between the Company and the underwriters of the IPO.   As part of the closing of the Sponsor Alliance on February 23, 2024, the Company introduced a change in management and the board of directors of the Company upon the closing, and new directors and management were appointed to the Board.   On February 23, 2024, the parties completed the closing of the Sponsor Alliance after all closing conditions were met, including but not limited to: (i) the surrender by the Sponsor to the Company for cancelation of the promissory notes issued by the Company to the Sponsor, consisting of promissory notes (x) dated March 16, 2022, in a principal amount of $450,000, (y) dated November 8, 2023, in a principal amount of $120,000, and (z) dated January 30, 2023, in a principal amount of $330,000 with $290,000 being funded, as evidenced by a note termination agreement, dated February 15, 2024, by and between the Company and the Sponsor; (ii) the Company’s having obtained the Deferred Underwriting Fee Waiver; and (iii) the termination of the Administrative Support Services Agreement, dated as of May 21, 2021, by and between the Company and the Sponsor.   See Note 8 Subsequent Events for additional information on Second Sponsor Alliance.

v3.24.1.1.u2

Note 7 - Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	NOTE 7 - COMMITMENTS AND CONTINGENCIES   Underwriters’ Deferred Compensation   Under the Underwriting Agreement, the Company was obligated to pay an additional fee (the “Deferred Underwriting Compensation”) of 3.5% ($4,428 thousand) of the gross proceeds of the Public Offering. payable upon the Company’s completion of the initial Business Combination. The Deferred Underwriting Compensation will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination. The Underwriting Compensation has been recorded as a deferred liability on the balance sheet as of March 31, 2023 as management has deemed the consummation of a Business Combination to be probable at the issuance date.   In connection with the closing of the Sponsor Alliance on February 23, 2024, the Company obtained a waiver with respect to the underwriters’ payment of the deferred underwriting compensation additional fee.

v3.24.1.1.u2

Note 8 - Subsequent Events	3 Months Ended
	Mar. 31, 2024
Notes to Financial Statements
Subsequent Events [Text Block]	NOTE 8 - SUBSEQUENT EVENTS:   Heads of Agreement   April 2, 2024, the Company entered into a non-binding heads of agreement with Tembo e-LV B.V., a private company incorporated under the laws of the Netherlands, regarding a potential business combination transaction. The Company’s Chief Executive Officer is also the Chief Operating Officer and Chief Financial Officer of VivoPower International PLC, which owns 100% of Tembo.   Second Sponsor Alliance   On April 29, 2024, the Company entered into a subsequent sponsor securities purchase agreement (the “Second Purchase Agreement”) with the Company’s sponsor, EVGI and ARWM Pte Limited (the “Second Purchaser” or “ARWM”), pursuant to which, EVGI has agreed to transfer to the Second Purchaser on the closing under the Second Purchase Agreement (a) an aggregate of 2,360,000 founders’ shares (“Founders’ Shares”), consisting of 2,359,999 Class A ordinary shares, par value $0.0001, of the Company (“Class A Ordinary Shares”), or 46.50% of the outstanding Class A Ordinary Shares, and 1 Class B ordinary share, par value $0.0001, of the Company (“Class B Ordinary Share”), or 100% of the outstanding Class B Ordinary Shares and (b) 3,893,334 private placement warrants (“Private Warrants”) that had been purchased by the Original Sponsor concurrently with the Company’s IPO (collectively, the “Second Transferred Securities”). The Second Transferred Securities collectively constituted 93.3% of the securities of the Company owned by the Purchaser prior to the Second Transfer (as defined below). 170,000 Class A Ordinary Shares, or 3.36% of the outstanding Class A Ordinary Shares were transferred where earlier transferred to the Purchaser’s Designees (as defined below). The Original Sponsor has retained 632,500 Class A Ordinary Shares, or 12.46% of the outstanding Class A Ordinary Shares, and 973,333 Private Warrants. The transfer of the Second Transferred Securities to the Second Purchaser pursuant to the Second Purchase Agreement is referred to as the “Second Transfer.” The Second Transfer, all agreements executed in connection with the Second Transfer are referred to as the “Second Sponsor Alliance.”   As part of the closing of the Second Sponsor Alliance, the Company will introduce a change in management and the board of directors of the Company.   Listing Rules   On May 7, 2024, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”), which requires listed securities to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $15,000,000. Based upon Nasdaq’s review of the Company’s MVPHS, the Company no longer meets this requirement. Consequently, a deficiency exists with regard to the MVPHS Rule. However, in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Notice states that the Company has 180 calendar days, or until November 4, 2024, in which to regain compliance with the MVPHS Rule.   The Notice is only a notification of deficiency and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. In the event the Company does not regain compliance with the MVPHS Rule prior to the expiration of the compliance period of November 4, 2024, it will receive written notification from Nasdaq that its securities are subject to delisting on The Nasdaq Global Market. Alternatively, the Company may apply to transfer the Company’s securities to The Nasdaq Capital Market, which requires listed securities to maintain a minimum MVPHS of $5,000,000, which the Company exceeded at May 10, 2024.

v3.24.1.1.u2

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	ITEM 5. OTHER INFORMATION.   None.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

v3.24.1.1.u2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation   The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q.   Certain disclosures included in the financial statements as of, and for the year ended, December 31, 2022, have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year.   The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements.   The accounting policies applied in the preparation of the unaudited condensed financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2023.

v3.24.1.1.u2

Note 5 - Earnings (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Notes Tables
Schedule of Weighted Average Number of Shares [Table Text Block]	Three months ended March 31       2024     2023       U.S. dollars in thousands (except share data)   Net earnings for the period     37       1,067   Less - interest earned on marketable securities held in trust account     (277 )     (1,389 ) Net loss excluding interest     (240 )     (322 )                   Class A ordinary shares subject to possible redemption:                 Numerator:                 Net loss excluding interest     (91 )     (258 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount ("Accretion")     335       1,389         244       1,131   Denominator:                 Weighted average of class A ordinary shares subject to possible redemption     1,912,371       12,650,000   Basic and diluted earnings per Class A ordinary share subject to possible redemption     0.13       0.09                     Non-redeemable Class A and Class B ordinary shares:                 Numerator:                 Net loss excluding interest     (149 )     (64 ) Sponsor Loan Cancelation     335       -   Underwriters’ deferred compensation waiver     4,428       -         4,614       (64 )                   Denominator:                 Weighted average of non-redeemable Class A and Class B ordinary shares outstanding     3,162,500       3,162,500   Basic and diluted earnings (loss) per non-redeemable Class A and Class B ordinary share     1.46       (0.02 )

v3.24.1.1.u2

Note 1 - Description of Organization and Business Operations (Details Textual) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Nov. 02, 2021	Mar. 31, 2024	Jun. 29, 2023
Common Stock, Held-in-Trust		$ 129,030
Units Issued or Exercised Value New Issues		$ 126,500
Net Asset Value Per Share (in dollars per share)		$ 1
Derivative, Net Assets, Percentage		80.00%
Net Tangible Assets Value		$ 5,000
Market Value Of Listed Securities			$ 50,000
Promissory Notes Member
Debt Instrument, Face Amount		120
IPO [Member]
Units Issued During Period Shares New Issues	12,650,000
Over-Allotment Option [Member]
Common Stock, Held-in-Trust		129,030
Units Issued or Exercised Value New Issues		$ 2,530
Sponsor Member
Temporary Equity, Redemption Price Per Share (in dollars per share)		$ 10.2

v3.24.1.1.u2

Note 3 - Public Offering (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Feb. 09, 2024	Dec. 31, 2023
Maximum [Member]
Sale of Stock, Price Per Share	$ 18
Common Class A [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Private Warrant Member
Sponsor Aggregate To Purchased Private Warrants	4,866,667
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1.5
Class of Warrant or Right, Outstanding	7,300,000
Warrant [Member] | Common Class A [Member]
Common Stock, Par or Stated Value Per Share	$ 11.5
Public Warrant Member
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01
IPO [Member]
Stock Issued During Period, Shares, Other	12,650,000
Shares Issued, Price Per Share	$ 10
Underwriting Commission Percentage	2.00%
Payments for Underwriting Expense	$ 2,530

v3.24.1.1.u2

Note 4 - Capital Deficiency (Details Textual) - USD ($)				1 Months Ended		15 Months Ended
	Oct. 24, 2023	May 14, 2022	Nov. 02, 2021	Oct. 31, 2022	May 31, 2021	Mar. 31, 2024	Dec. 31, 2024	Feb. 09, 2024	Dec. 31, 2023	Mar. 31, 2023	Oct. 31, 2021
Common Stock, Dividends, Per Share, Declared (in dollars per share)				$ 0.1
Preferred Stock, Shares Authorized (in shares)						5,000,000			5,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)						$ 0.0001			$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued (in shares)						0			0	0
Sponsor Member
Shares Issued, Price Per Share					$ 0.009
Stock Issued During Period, Shares, New Issues (in shares)					2,875,000
Stock Issued During Period, Value, New Issues					$ 25,000
Shares, Outstanding (in shares)											3,162,500
IPO [Member]
Units Issued During Period Shares New Issues			12,650,000
Shares Issued, Price Per Share						$ 10
Sale of Stock, Consideration Received on Transaction						$ 126,500,000
Common Class A [Member]
Common Stock, Shares Authorized (in shares)						500,000,000			500,000,000
Common Stock, Par or Stated Value Per Share						$ 0.0001		$ 0.0001	$ 0.0001
Sponsor Converted	$ 3,162,500
Common Stock, Shares, Outstanding (in shares)						3,162,499			0
Common Class A [Member] | IPO [Member]
Units Issued During Period Shares New Issues						12,650,000
Common Class B [Member]
Common Stock, Shares Authorized (in shares)						50,000,000			50,000,000
Common Stock, Par or Stated Value Per Share						$ 0.0001		$ 0.0001	$ 0.0001
Shares Issued, Price Per Share		$ 0.0001
Stock Issued During Period, Shares, New Issues (in shares)		2,875,000
Stock Issued During Period, Value, New Issues		$ 25,000
Sponsor Converted	$ 3,162,499
Common Stock, Shares, Outstanding (in shares)	1					1	3,162,500
Common Class B [Member] | Sponsor Member
Shares, Outstanding (in shares)				3,162,500

v3.24.1.1.u2

Note 5 - Earnings (Loss) Per Share - Schedule of Interest Earned on Investments Held in Trust Account (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net earnings for the period	$ 37	$ 1,067
Less - interest earned on marketable securities held in trust account	(277)	(1,389)
Net loss excluding interest	(240)	(322)
Net loss excluding interest	(240)	(322)
Sponsor Loan Cancelation	335	0
Underwriters’ deferred compensation waiver	4,428	0
ClassAOrdinarySharesSubjectPossibleRedemptionMember
Net loss excluding interest	(91)	(258)
Net loss excluding interest	(91)	(258)
Accretion	$ 335	$ 1,389
Temporary Equity Other Changes (in shares)	244	1,131
WEIGHTED AVERAGE SHARES OUTSTANDING (in shares)	1,912,371	12,650,000
BASIC EARNINGS (LOSS) PER SHARE (in dollars per share)	$ 0.13	$ 0.09
Common Class B [Member]
Net loss excluding interest	$ (149)	$ (64)
Net loss excluding interest	$ (149)	$ (64)
Temporary Equity Other Changes (in shares)	4,614	(64)
WEIGHTED AVERAGE SHARES OUTSTANDING (in shares)	3,162,500	3,162,500
BASIC EARNINGS (LOSS) PER SHARE (in dollars per share)	$ 1.46	$ (0.02)

v3.24.1.1.u2

Note 6 - Related Party Transactions (Details Textual) - USD ($)									1 Months Ended
	Mar. 25, 2024	Feb. 23, 2024	Feb. 09, 2024	Feb. 05, 2024	Jan. 31, 2024	Jan. 30, 2024	May 14, 2022	May 21, 2021	Oct. 31, 2021	May 31, 2021	Mar. 31, 2024	Dec. 31, 2023	Oct. 31, 2022
Private Placement Warrants Purchase
Class of Warrant or Right, Outstanding			3,893,334								973,333
Founders Shares [Member]
Shares, Outstanding (in shares)											632,501
Common Class A [Member]
Common Stock, Par or Stated Value Per Share			$ 0.0001								$ 0.0001	$ 0.0001
Common Class B [Member]
Stock Issued During Period, Shares, New Issues (in shares)							2,875,000
Stock Issued During Period, Value, New Issues							$ 25,000
Shares Issued, Price Per Share							$ 0.0001
Common Stock, Par or Stated Value Per Share			$ 0.0001								$ 0.0001	$ 0.0001
Sponsor Securities Purchase Agreement [Member] | Founders Shares [Member]
Stock Issued During Period, Shares, New Issues (in shares)			2,530,000
Sponsor Securities Purchase Agreement [Member] | Common Class A [Member]
Stock Issued During Period, Shares, New Issues (in shares)			2,529,999
EVGI [Member]
Shares Transferred	600,000
Debt Instrument, Inducement Deduction	$ 246,000
Share Price	$ 10
Unsecured Promissory Note to Energi Holding Limited [Member]
Debt Instrument, Face Amount	$ 600,000
Debt Instrument, Interest Rate, Stated Percentage	9.00%
Proceeds from Issuance of Debt	$ 600,000
Sponsor Alliance Note Dated March 16, 2022 [Member]
Debt Instrument, Face Amount		$ 450,000
Sponsor Alliance Note Dated November 8, 2023 [Member]
Debt Instrument, Face Amount		120,000
Sponsor Alliance Note Dated January 30, 2023 [Member]
Debt Instrument, Face Amount		330,000
Proceeds from Issuance of Debt		290,000
Promissory Notes Member
Related Party Transaction, Amounts of Transaction					$ 330,000	$ 330,000
Promissory Note, Per Each Sponsor [Member]
Related Party Transaction, Amounts of Transaction						$ 110,000
Promissory Note, Amount Due, Currently Due [Member]
Related Party Transaction, Amounts of Transaction				$ 290,000	$ 290,000
Sponsor Alliance Promissory Notes [Member]
Related Party Transaction, Amounts of Transaction		450,000
Promissory Note Dated November 8, 2023 [Member]
Related Party Transaction, Amounts of Transaction		120,000
Promissory Note Dated January 30, 2023 [Member]
Related Party Transaction, Amounts of Transaction		330,000
Promissory Note Funded Dated January 30, 2023 [Member]
Related Party Transaction, Amounts of Transaction		$ 290,000
Sponsor Member
Stock Issued During Period, Shares, New Issues (in shares)										2,875,000
Stock Issued During Period, Value, New Issues										$ 25,000
Shares Issued, Price Per Share										$ 0.009
Common Stock, Dividends, Per Share, Cash Paid (in dollars per share)									$ 0.1
Shares, Outstanding (in shares)									3,162,500
General and Administrative Expense								$ 10,000
Sponsor Member | Common Class B [Member]
Shares, Outstanding (in shares)													3,162,500

v3.24.1.1.u2

Note 7 - Commitments and Contingencies (Details Textual)	3 Months Ended
	Mar. 31, 2024 USD ($)
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage	3.50%
Deferred Compensation Liability, Classified, Noncurrent	$ 4,428

v3.24.1.1.u2

Note 8 - Subsequent Events (Details Textual) - USD ($)	Apr. 29, 2024	Dec. 31, 2024	May 07, 2024	Apr. 02, 2024	Mar. 31, 2024	Feb. 09, 2024	Dec. 31, 2023	Oct. 24, 2023
Common Class A [Member]
Common Stock, Shares, Outstanding (in shares)					3,162,499		0
Common Stock, Par or Stated Value Per Share					$ 0.0001	$ 0.0001	$ 0.0001
Common Class B [Member]
Common Stock, Shares, Outstanding (in shares)		3,162,500			1			1
Common Stock, Par or Stated Value Per Share					$ 0.0001	$ 0.0001	$ 0.0001
Subsequent Event [Member]
Sale of Stock, Percentage of Ownership before Transaction	93.30%
NASDAQ Listing Rule, Covenant, Minimum Market Value of Publicly Held Share, Amount Required			$ 15,000,000
NASDAQ Listing Rule, Alternate Covenant, Minimum Market Value of Publicly Held Shares, Amount Required			$ 5,000,000
Subsequent Event [Member] | Private Warrants Member
Class of Warrant or Right, Outstanding	973,333
Subsequent Event [Member] | Common Class A [Member]
Common Stock, Shares, Outstanding (in shares)	2,359,999
Common Stock, Par or Stated Value Per Share	$ 0.0001
Percentage of Outstanding Common Shares	46.50%
Common Stock, Shares Retained	632,500
Percentage of Outstanding Common Stock Retained	12.46%
Subsequent Event [Member] | Common Class B [Member]
Common Stock, Shares, Outstanding (in shares)	1
Common Stock, Par or Stated Value Per Share	$ 0.0001
Percentage of Outstanding Common Shares	100.00%
Subsequent Event [Member] | Founder Shares [Member]
Aggregate Shares	2,360,000
Subsequent Event [Member] | Private Placement [Member]
Private Placement Warrants Purchase	3,893,334
Subsequent Event [Member] | Second Transfer [Member] | Common Class A [Member]
Common Stock, Shares, Outstanding (in shares)	170,000
Percentage of Outstanding Common Shares	3.36%
Tembo [Member] | Subsequent Event [Member]
Subsidiary, Ownership Percentage, Parent				100.00%

---