VivoPower International PLC (NASDAQ: VVPR) filed a confidential Form F‑4 registration statement with the U.S. Securities and Exchange Commission on December 29 2025, advancing the proposed business combination between its subsidiary Tembo e‑L V and the special‑purpose acquisition company Cactus Acquisition Corp. I (OTC: CCTSF). The filing is the regulatory step required for the merger to be listed on Nasdaq and signals that the parties are targeting a closing in March 2026, pending SEC and Nasdaq approval, shareholder consent, and other regulatory conditions.
The combined entity will be named Tembo Group N.V. and is expected to trade under the ticker symbols “TEMB” and “TEMBW.” The heads‑of‑agreement announced in April 2024 indicated an indicative valuation of Tembo at $838 million, while an October 2024 announcement cited a combined enterprise value of $904 million. These figures provide a benchmark for the scale of the transaction and the valuation expectations that investors will monitor as the deal progresses.
VivoPower’s decision to merge Tembo with a SPAC reflects a broader strategic pivot toward higher‑growth, asset‑light platforms. The company has been moving away from its legacy solar development and digital‑asset mining businesses toward “Power‑to‑X” and sovereign AI‑compute infrastructure. By taking Tembo public, VivoPower aims to give the electric‑vehicle platform a global capital base and unlock value for its shareholders while maintaining its focus on high‑margin, technology‑driven growth.
Tembo has recently secured several high‑profile customer wins that underscore its traction in rugged electric‑vehicle markets. The company delivered EUV conversion kits to safari operators Asilia and The Safari Collection in Africa, shipped its Tembo Tusker pickup trucks to Australian customers, and entered a partnership with Philippine Jeepney operator Sarao Motors that received support from the Philippines Department of Transport. These deals demonstrate Tembo’s ability to penetrate diverse geographies and customer segments, reinforcing the strategic rationale for the SPAC merger.
In a statement, VivoPower’s CEO highlighted the company’s confidence in the combined entity’s growth prospects. “The Tembo SPAC combination positions us to accelerate the deployment of our electric‑vehicle solutions worldwide while allowing us to focus on our core AI and Power‑to‑X initiatives,” the CEO said. The comment signals management’s belief that the merger will create a stronger, more focused organization capable of scaling rapidly.
The filing marks a significant milestone in VivoPower’s transformation strategy and is expected to attract attention from investors who are tracking the company’s shift toward high‑growth, technology‑driven businesses. The transaction’s completion will provide Tembo with a public platform to scale its electric‑vehicle business and will allow VivoPower to reallocate capital toward its AI and Power‑to‑X initiatives.
The announcement also underscores the importance of regulatory compliance and shareholder approval in SPAC transactions, as the parties must navigate SEC and Nasdaq requirements before the merger can be finalized.
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