Ticker approval marks a key regulatory milestone for the listing of the business combination between VivoPower’s subsidiary Tembo e-LV, and Cactus Acquisition Corporation I (CCTS)
Tembo has previously announced securing of strategic long term investment capital from the Emirates and hence no structured PIPE capital will be required
VivoPower expects to retain a significant equity interest in Tembo following completion of the business combination and separate listing of Tembo
LONDON, March 26, 2026 (GLOBE NEWSWIRE) — VivoPower PLC (Nasdaq: VIVO) (“VivoPower” or the “Company”), a leading B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, today announced that Nasdaq has approved the reservation of the ticker symbol “TEMB” for Tembo Group N.V (“Tembo Group”), the combined entity to be formed following the business combination between VivoPower’s wholly-owned subsidiary, Tembo e-LV B.V. (“Tembo e-LV”), and Cactus Acquisition Corporation I (OTC: CCTSF) (“CCTS”).
This ticker approval represents a significant regulatory milestone in the progression of the business combination and proposed listing. Upon completion, Tembo Group will have its ordinary shares and public warrants listed on Nasdaq under the ticker symbols “TEMB” and “TEMBW”, respectively.
Upon completion of the business combination, VivoPower expects to retain a significant equity interest in Tembo Group N.V., subject to final transaction mechanics, including CCTS redemptions and other closing conditions. The business combination values Tembo at a pre-money indicative equity value of approximately US$838 million.
Transaction Status and Next Steps
The transaction is subject to a number of final closing conditions, including:
- The Registration Statement on Form F-4 being declared effective by the U.S. Securities and Exchange Commission (SEC);
- Confirmation of CCTS shareholder approval; and
- Other customary conditions.
The parties continue to work toward completion of the transaction as soon as practicable and will provide further updates as appropriate.
As previously announced, Tembo has previously secured long term strategic investment capital from the Emirates and no structured PIPE capital is required and will not be considered. The proposed listing of Tembo as a separately traded public company is intended to unlock value for VivoPower shareholders while enabling Tembo to access growth capital directly.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No assurance can be given that the business combination will be completed or that Tembo Group’s securities will be listed on Nasdaq.
About Tembo
Tembo electric utility vehicles (EUVs) are a 100% electric solution for ruggedized and/or customized applications for fleet owners in the mining, agriculture, energy utilities, defense, police, construction, infrastructure, government, humanitarian, and game safari industries. Tembo provides safe, high-performance off-road and on-road electric utility vehicles. Its core purpose is to provide safe and reliable electrification solutions for utility vehicle fleet owners, helping to perpetuate useful life, reduce costs, maximize return on assets, meet ESG goals, and seek to further the circular economy. Tembo is a subsidiary of VivoPower, a Nasdaq-listed B Corporation.
About VivoPower
Originally founded in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning B Corporation with a global footprint spanning the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia. Today, VivoPower’s mission is to be the independent, trusted partner for sovereign nations that develop and operate sustainable data center infrastructure, ensuring sovereign control over power, data, and national intelligence. In doing so, VivoPower helps sovereign nations bridge the gap between their energy assets and their AI ambitions by providing the Power-to-X infrastructure necessary to build and control their own domestic intelligence hubs.
Forward-Looking Statements
This communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target”, “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 may include, for example, statements about the achievement of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom. These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of new information, future events, changes in assumptions or otherwise.
Forward-looking statements also include, but are not limited to, statements regarding the anticipated completion of the business combination and IPO, the anticipated trading of Tembo Group securities and the projected future performance of the combined company. These forward-looking statements are based on VivoPower’s, Tembo’s and CCTS’s current expectations and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from those indicated by these forward-looking statements as a result of various factors, including, among others: the inability to complete the business combination; the inability to obtain SEC effectiveness of the Registration Statement; the inability to obtain CCTS shareholder approval; the risk that the proposed transaction may not be completed in a timely manner or at all; the risk that the conditions to the closing of the proposed transaction may not be satisfied; the possibility that competing offers or acquisition proposals could be made; the inability of Tembo Group to list its securities on Nasdaq; changes in general economic and/or industry specific conditions; and other risks and uncertainties indicated from time to time in the Registration Statement, including those under “Risk Factors” therein, and in VivoPower’s other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements. VivoPower assumes no obligation and does not intend to update these forward-looking statements, except as required by law
Important Information About the Business Combination
In connection with the business combination, the combined company has filed with the SEC a Registration Statement on Form F-4, and in accordance with customary protocol, has received comments back to which it is compiling responses to. The definitive proxy statement and other relevant documents will be mailed to shareholders of CCTS as of a record date to be established for voting on the business combination. Shareholders of CCTS and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with CCTS’s solicitation of proxies for its special meeting of shareholders to be held to approve the proposed business combination, because these documents will contain important information about CCTS, Tembo, VivoPower, and the proposed business combination. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available in final approved form, on the SEC’s website at www.sec.gov or by directing a request to CCTS at Cactus Acquisition Corp. 1 Ltd, 4B Cedar Brook Drive, Cranbury, NJ 08512, telephone: (609) 495-2222.
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