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LONDON - VivoPower International PLC (NASDAQ:VVPR), a Nasdaq-listed B Corporation with a current market capitalization of $3.76 million, and CCTS (Cactus Acquisition Corp. 1 Limited), a Cayman Islands exempted special purpose acquisition company, are moving forward with their previously announced business combination, with a revised closing target set for the second quarter of 2025. According to InvestingPro data, the company operates with a significant debt burden, with total debt reaching $29 million as of the latest quarter.
The initial Business Combination Agreement (BCA) was publicized in August 2024, aiming for a completion by the end of that year. However, due to new regulations affecting special purpose acquisition company transactions, the parties have been working with counsel to reassess the transaction structure. This review is now complete, and efforts have resumed on finalizing the registration statement on Form F-4 to be filed with the U.S. Securities and Exchange Commission (SEC). The stock has shown significant volatility, with InvestingPro reporting a 23% gain in the past week despite a 36% decline over the past six months.
The filing of the registration statement is expected soon, as the parties work toward closing the transaction. This is contingent upon meeting closing conditions, which include the SEC review process and approval from CCTS shareholders.
The BCA was based on due diligence and a fairness opinion provided to the CCTS board by an independent third party. In connection with the business combination, an application will be made to list the securities of the newly formed Tembo Group, established for the transaction, on Nasdaq.
VivoPower, founded in 2014 and on Nasdaq since 2016, specializes in sustainable energy solutions, including electric vehicles for various rugged fleet applications, and offers ancillary services such as financing, charging, batteries, and microgrids. While the company maintains impressive gross profit margins of nearly 75%, InvestingPro analysis indicates challenges with cash burn and debt management. The company operates globally with a mission focused on turnkey decarbonization solutions for customers aiming to achieve net-zero carbon status. (Get 15+ additional financial insights and ProTips with InvestingPro subscription.)
Tembo, a subsidiary of VivoPower, produces 100% electric utility vehicles (EUVs) for rugged or customized fleet use in industries such as mining, agriculture, and defense. Tembo’s goal is to provide electrification solutions that enhance the lifespan and efficiency of utility vehicle fleets while also advancing environmental, social, and corporate governance (ESG) objectives.
This announcement includes forward-looking statements based on current expectations and projections about future events, which are subject to risks, uncertainties, and changes. The completion and benefits of the business combination are forward-looking statements and actual results may differ materially from those expressed or implied. This article is based on a press release statement, and VivoPower does not undertake any obligation to update forward-looking statements.
In other recent news, VivoPower International PLC has announced a series of strategic developments involving its subsidiary, Caret Digital. The company is preparing to spin off Caret Digital through a direct listing on the Nasdaq Stock Market, allowing VivoPower shareholders to receive dividend shares in the new entity. This spin-off is projected to give Caret Digital a market capitalization of $250 million. In another development, Caret Digital has commenced Dogecoin mining operations in Wisconsin, aiming to generate significant revenue and cash flow, with potential annual revenues of up to $25 million. Additionally, Caret Digital has secured a $100 million investment commitment from GEM Global Yield LLC SCS, contingent upon its listing on a Canadian stock exchange, to support its renewable energy strategy. Meanwhile, VivoPower has entered into a five-year agreement with Associated Vehicle Assemblers Ltd. to distribute and assemble electric utility vehicles in East Africa. This partnership aims to convert 200 vehicles in the first year, with a target of 1,600 conversions over five years. These developments reflect VivoPower’s ongoing efforts to enhance its portfolio and align with sustainable energy solutions.
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