Tembo Achieves Key Business Combination Milestone for Nasdaq Listing: Submission of F-4 Registration to SEC

29 Dec 2025

Target closing date in March 2026, subject to SEC and Nasdaq review and approval

Becoming a publicly listed company on Nasdaq provides Tembo with its own platform to scale its growth globally

Combined entity to be named Tembo Group N.V. and expected to have symbols TEMB and TEMBW

Tembo EUV Kits delivered and installed with leading safari partners in Africa, including Asilia and The Safari Collection

Tembo Tusker sales and deliveries have commenced in Australia

Tembo Sarao E-Jeepney partnership receives confirmation of support from the Philippines Department of Transport following instructions from the Office of the President

VivoPower International PLC (Nasdaq: VVPR) (“VivoPower” or the “Company”), today announced that it has reached a major milestone with respect to the proposed business combination between its subsidiary, Tembo e-LV (“Tembo”), and the special purpose acquisition company, Cactus Acquisition Corporation I (OTC: CCTSF) (“CCTS”), being the confidential submission of a registration statement on Form F-4 relating to the business combination (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”).  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.

The combined entity following the business combination will be named Tembo Group N.V. and is expected to have its ordinary shares and public warrants listed on Nasdaq under the ticker symbols “TEMB” and “TEMBW”, respectively. The business combination is expected to close in March 2026, subject to the satisfaction or waiver of certain closing conditions, including the Registration Statement being declared effective by the SEC, receipt of approval of the listing of the combined company’s securities from Nasdaq, receipt of approval from CCTS’s shareholders and the satisfaction of other regulatory and customary approvals.

Tembo has been seeing significant progress in terms of customer adoption across Tembo’s product suite, encompassing the Tuskers, EUV conversion kits and E-jeepneys on the ground in Africa, Australia and the Philippines. This demonstrates that Tembo’s 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.

 In the last quarter, Tembo was engaged in multiple EUV kit conversions and delivered the first EUV conversion kits to its safari partners in Africa. These partners include market leaders Asilia and The Safari Collection, enabling them to be one of the first safari companies with fully electric-converted Land Cruisers.  In addition, Tembo has opened a new office in Nairobi, Kenya and initiated the recruitment of engineers on the ground to support its customers, with assistance from its local partner, Associated Vehicle Assemblers (AVA).

Furthermore, Tembo has consummated sales of its fully electric utility pick up vehicle, the Tembo Tusker in Australia, following the successful achievement of homologation under updated Australian regulatory requirements.

In the Philippines, Tembo’s partnership with market leader Sarao Motors, has received a confirmation of support from the Philippines Department of Transport following instructions from the Office of the President.  This follows the delivery by Tembo of electric jeepneys designed with modern electric architecture but built with the traditional exterior and interior design.  These developments have paved the way for a prioritization of sales efforts in 2026, with Tembo working closely with Sarao Motors on inbound sales inquiries.

To read our full press release, and to keep up with all of VivoPower’s releases, visit our Press Releases page.

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The Tembo fleet of vehicles including the Tembo electric utility vehicles (EUV), Tembo public utility vehicles (PUV) and the Tembo Tuskers are the premier 100% electric solution for off road and ruggedised on road applications including agriculture, mining, safaris, defence, infrastructure and utilities, amongst others. We offer safe, high performance electric vehicles with exacting industrial standards. Our mission is to support our customers in their missions to decarbonise their fleets and achieve operational efficiencies in the most demanding outdoor environments.

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