425: Tembo's Nasdaq Listing Progresses with F-4 Submission

VivoPower's subsidiary Tembo has confidentially submitted its F-4 registration statement to the SEC, marking a key milestone towards its Nasdaq listing via a business combination with Cactus Acquisition Corporation I.

Summary

• VivoPower International PLC's subsidiary, Tembo e-LV, has confidentially submitted a Form F-4 registration statement to the U.S. Securities and Exchange Commission (SEC) for its proposed business combination with Cactus Acquisition Corporation I (CCTS).
• This submission is a significant step towards Tembo becoming a publicly listed company on Nasdaq, which is expected to provide a platform for global growth.
• The combined entity will be named Tembo Group N.V. and is anticipated to have its ordinary shares and public warrants listed on Nasdaq under the ticker symbols TEMB and TEMBW, respectively.
• The business combination is targeted to close in March 2026, contingent on the Registration Statement being declared effective by the SEC, Nasdaq listing approval, CCTS shareholder approval, and other regulatory and customary conditions.
• Tembo reports accelerating revenue and global delivery momentum across its product suite, including Tuskers, EUV conversion kits, and E-jeepneys.
• EUV conversion kits have been delivered and installed with leading safari partners in Africa, such as Asilia and The Safari Collection.
• Sales and deliveries of the fully electric utility pick-up vehicle, the Tembo Tusker, have commenced in Australia following successful homologation.
• In the Philippines, Tembo's partnership with Sarao Motors for E-Jeepneys has received confirmation of support from the Department of Transport, following instructions from the Office of the President, paving the way for prioritized sales efforts in 2026.
• Tembo has opened a new office in Nairobi, Kenya, and initiated the recruitment of engineers on the ground to support customers, with assistance from local partner Associated Vehicle Assemblers (AVA).

Sentiment

Score: 8

Explanation: The filing reports significant progress on a major strategic initiative (Nasdaq listing for Tembo) and positive operational momentum with product deliveries and market penetration in key regions. The tone is highly optimistic, focusing on achievements and future growth.

Positives

• Confidential submission of the F-4 registration statement to the SEC marks a major milestone towards Tembo's Nasdaq listing.
• The business combination is targeted to close in March 2026, indicating a clear timeline for the listing.
• Tembo will gain its own platform as a publicly listed company on Nasdaq, enabling global scaling of its growth.
• Reported acceleration in revenue and global delivery momentum across Tembo's product suite.
• Successful delivery and installation of EUV conversion kits to leading safari partners (Asilia and The Safari Collection) in Africa.
• Opening of a new office in Nairobi, Kenya, and recruitment of local engineers to support customers.
• Commencement of Tembo Tusker sales and deliveries in Australia after achieving homologation under updated regulatory requirements.
• Confirmation of support from the Philippines Department of Transport for the Tembo Sarao E-Jeepney partnership, leading to prioritized sales efforts in 2026.
• Demonstrates that Tembo's technology is affordable, durable, operational, and in demand from customers in focus markets.

Risks

• The occurrence of any event, change, or other circumstances that could give rise to the termination of the proposed business combination Agreement.
• The risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the transactions.
• The inability to recognize the anticipated benefits of the proposed business combination.
• The ability to obtain or maintain the listing of the combined company's securities on Nasdaq following the proposed business combination, including having the requisite numbers of shareholders and free-trading shares.
• Costs related to the proposed business combination.
• Changes in domestic and foreign business, market, financial, political, and legal conditions.
• Risks relating to the uncertainty of certain projected financial information and other forecasts with respect to Tembo.
• Tembo's ability to successfully and timely develop, manufacture, sell, and expand its technology and products, including implementing its growth strategy and satisfactory fulfillment of existing orders.
• Tembo's ability to adequately manage any supply chain risks, including the purchase of a sufficient supply of critical components.
• Risks relating to Tembo's operations and business, including information technology and cybersecurity risks, failure to adequately forecast supply and demand, loss of key customers or distribution relationships, and deterioration in relationships between Tembo and its employees.
• Tembo's ability to successfully collaborate with business partners.
• Demand for Tembo's current and future offerings.
• Risks that orders that have been placed for Tembo's products are cancelled or modified.
• Risks related to increased competition.
• Risks relating to potential disruption in the transportation and shipping infrastructure, including trade policies and export controls.
• Risks that Tembo is unable to secure or protect its intellectual property.
• Risks of product liability or regulatory lawsuits relating to Tembo's products and services.
• Risks that the combined company experiences difficulties managing its growth and expanding operations.
• The inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required shareholder or regulatory approvals are not obtained, are delayed, or are subject to unanticipated conditions.
• The outcome of any legal proceedings that may be instituted against Tembo, VivoPower, CCTS, the combined company, or others.
• The ability of Tembo to execute its business model, including market acceptance of its planned products and services and achieving sufficient production volumes at acceptable quality levels and prices.
• Technological improvements by Tembo's peers and competitors.

Future Outlook

The combined entity, Tembo Group N.V., is expected to be listed on Nasdaq under symbols TEMB and TEMBW, with a target closing date for the business combination in March 2026. This listing is intended to provide Tembo with a platform to scale its growth globally. Sales efforts for the Tembo Sarao E-Jeepney partnership in the Philippines are expected to be prioritized in 2026. The company anticipates continued customer adoption and expansion of its product suite.

Management Comments

• "The submission of the Registration Statement reflects an important step towards Tembo becoming a publicly listed company on Nasdaq and provides Tembo with its own platform to scale its growth globally."
• "Tembo has been seeing significant progress in terms of customer adoption across Tembos product suite, encompassing the Tuskers, EUV conversion kits and E-jeepneys on the ground in Africa, Australia and the Philippines."
• "This demonstrates that Tembos technology is affordable, durable, operational, and in demand from customers in our focus markets."
• "VivoPower remains committed to executing on our promise to deliver both shareholder value and real-world decarbonization solutions."

Industry Context

This announcement reflects the growing trend of electrification in specialized vehicle markets, particularly for ruggedized and utility applications in sectors like mining, agriculture, and safari tourism. The move to list Tembo separately on Nasdaq indicates a strategy to capitalize on investor interest in the EV sector and sustainable energy solutions, providing a dedicated platform for growth distinct from VivoPower's broader sustainable energy portfolio which now includes digital asset mining and AI data center infrastructure. The focus on emerging markets like Africa and the Philippines also highlights the global demand for affordable and durable electric utility vehicles.

Stakeholder Impact

• Shareholders (VivoPower): Potential for increased shareholder value through the spin-off and separate listing of Tembo, allowing for focused growth and potentially unlocking value.
• Shareholders (CCTS): Opportunity to participate in the growth of Tembo through the business combination.
• Employees (Tembo): Expansion of operations, including a new office and recruitment in Kenya, suggests growth opportunities and job creation.
• Customers: Continued delivery of electric utility vehicles and conversion kits, supporting their decarbonization goals and operational needs.
• Partners (Asilia, The Safari Collection, Sarao Motors, AVA): Strengthened partnerships and continued collaboration on electric vehicle solutions.

Next Steps

• SEC review and declaration of effectiveness for the F-4 Registration Statement.
• Nasdaq review and approval for the listing of the combined company's securities.
• CCTS shareholder approval for the business combination.
• Satisfaction of other regulatory and customary approvals.
• Target closing of the business combination in March 2026.
• Prioritization of sales efforts for the Tembo Sarao E-Jeepney partnership in the Philippines in 2026.
• Recruitment of engineers for the new office in Nairobi, Kenya.

Key Dates

Recommendation

The confidential submission of the F-4 registration statement is a critical and positive step towards Tembo's Nasdaq listing, which is a significant value-unlocking event for VivoPower shareholders. The accelerating revenue and global delivery momentum, coupled with successful market penetration in Africa, Australia, and the Philippines, demonstrates strong operational execution and validates Tembo's technology and business model. Government support for the E-Jeepney project in the Philippines further de-risks and enhances future sales prospects. The separate listing is expected to provide Tembo with a dedicated platform for global scaling, attracting specialized EV investors and potentially leading to a higher valuation for the combined entity. This progress suggests a strong growth trajectory and positive catalysts ahead.

Keywords

VivoPower, Tembo, Cactus Acquisition Corporation I, CCTS, Business Combination, Nasdaq Listing, F-4 Registration, Electric Utility Vehicles, EUV Conversion Kits, Tembo Tusker, Tembo Sarao E-Jeepney, Electric Vehicles, Decarbonization, Sustainable Energy, Africa Safari, Australia, Philippines, SPAC