Energi to acquire 51% of Tembo as part of $838 million SPAC deal

LONDON - Energi Holdings Limited has agreed to acquire a 51% stake in Tembo e-LV B.V., a subsidiary of VivoPower International PLC (NASDAQ:VVPR), according to a press release statement issued Monday. VivoPower, with a current market capitalization of $64 million, has seen its stock surge over 375% year-to-date, according to InvestingPro data.

The acquisition will proceed through a strategic PIPE investment based on a $200 million enterprise valuation for Tembo. This agreement enables the resumption of Tembo’s proposed business combination with special purpose acquisition company Cactus Acquisition Corp 1 Limited (CCTSF), which values Tembo at an equity valuation of $838 million.

Following the transaction, VivoPower will maintain a significant shareholding in Tembo. The immediate priority will be filing a registration statement on Form F-4 with the Securities and Exchange Commission. While VivoPower maintains impressive gross profit margins of nearly 75%, InvestingPro analysis indicates the company faces challenges with cash burn and liquidity, with a current ratio of 0.3.

The investment by Energi is subject to completion of Tembo’s previously announced business combination agreement with Cactus Acquisition Corp 1 Limited and customary closing conditions. The final equity purchase price for the 51% stake will be derived from the $200 million enterprise valuation, adjusted for Tembo’s net debt and other customary adjustments at closing.

VivoPower’s board has begun recruiting a dedicated board of directors for Tembo in preparation for its public listing.

Tembo specializes in battery-electric and off-road vehicle solutions for fleet owners across various industrial sectors, including mining, agriculture, energy utilities, defense, and humanitarian aid.

VivoPower, listed on Nasdaq since 2016, is currently undergoing a strategic transformation to become an XRP-focused digital asset enterprise while maintaining its sustainable energy solutions through its Tembo and Caret Digital business units.

In other recent news, VivoPower International PLC has announced plans to acquire up to $100 million in privately held Ripple Labs shares. This acquisition is part of VivoPower’s strategic enhancement of its XRP-focused digital asset treasury strategy, which also includes direct acquisitions of XRP tokens. After completing a two-month due diligence process, VivoPower has reached definitive agreements with Ripple shareholders, pending final approval from Ripple’s executive management. Additionally, Crypto.com will provide custodial services for VivoPower’s digital asset treasury holdings and digital asset mining operations. This partnership will allow Crypto.com’s 150 million users access to VivoPower shares through its broker-dealer platform. In another development, the Nasdaq Options Market will begin listing standardized options for VivoPower stock. The options trading will follow standard expiration dates and strike prices, with all transactions cleared through the Options Clearing Corporation. These recent developments highlight VivoPower’s ongoing efforts to expand its presence in the digital asset space.

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