Tembo e-LV B.V. entered into a non-binding heads of agreement to acquire Cactus Acquisition Corp. 1 Limited (NasdaqGM:CCTS) for approximately $930 million in a reverse merger transaction on April 2, 2024. CCTS will issue 83.8 million shares in exchange for Tembo shares at $10 per CCTS share.

This corresponds to a pre-money indicative equity valuation of Tembo of approximately $840 million. It is intended that Tembo will be the surviving entity and upon closing and will change its name to ?Tembo Group? and is expected to remain NASDAQ-listed.

All cash remaining in CCTS?s Trust account immediately after the closing of the business combination will be available to the surviving entity for working capital, growth, and other general corporate purposes. The transaction is subject to final execution of a Business Combination Agreement and subject to customary due diligence. An independent fairness opinion will also be completed and filed together with the F-4. The Business Combination Agreement incorporating a fairness opinion is expected to be completed in May 2024, whilst the transaction is targeted to close in August 2024.

Chardan Capital Markets LLC is acting as financial advisor to VivoPower and Tembo on this transaction.