Energi to acquire 51% of Tembo with VivoPower continuing to hold a significant shareholding in Tembo post-SPAC merger

Energi is supportive of Tembo’s business combination with Cactus Acquisition Corp 1 Limited (“SPAC”) at an equity valuation of $838 million

Tembo can now resume finalizing and filing the F-4 SPAC Registration Statement

LONDON, Aug. 18, 2025 (GLOBE NEWSWIRE) -- VivoPower International PLC (NASDAQ: VVPR) (“VivoPower” or the “Company”) today announced it has reached agreement with Energi Holdings Limited (“Energi”) whereby Energi will proceed to secure a 51% shareholding in Tembo e-LV B.V. (“Tembo”) via a strategic PIPE investment at the previously advised total enterprise valuation of $200 million. This confirmation will now enable the resumption of Tembo’s proposed business combination with the special purpose acquisition company (“SPAC”) namely Cactus Acquisition Corp 1 Limited (“CCTSF”). The immediate priority will be the filing of a registration statement on Form F-4, which will subsequently reviewed by the Securities and Exchange Commission.

The proposed investment by Energi is based on a total enterprise valuation for 100% of Tembo of $200 million, with the equity purchase price for the 51% stake to be derived from this enterprise valuation, adjusted for Tembo’s net debt and other customary adjustments at the time of closing. The investment is subject to completion of Tembo’s previously announced business combination agreement with Cactus Acquisition Corp. 1 Limited (“CCTSF”) and customary closing conditions. VivoPower would continue to retain a significant shareholding in Tembo should the business combination be successfully consummated.

The Board of VivoPower, the parent company of Tembo, has also commenced recruitment of a dedicated board of directors for Tembo, in preparation for its listing as a public company.

About VivoPower International PLC

VivoPower International PLC (NASDAQ: VVPR) is undergoing a strategic transformation into the world’s first XRP-focused digital asset enterprise. The Company’s new direction centers on the acquisition, management, and long-term holding of Ripple Lab shares and XRP digital assets as part of a diversified digital treasury strategy. Through this shift, VivoPower aims to contribute to the growth and utility of the XRP Ledger (XRPL) by supporting decentralized finance (DeFi) infrastructure and real-world blockchain applications.

Originally founded in 2014 and listed on Nasdaq since 2016, VivoPower operates with a global footprint spanning the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia. An award-winning global sustainable energy solutions B Corporation, VivoPower has two business units, Tembo and Caret Digital. Tembo is focused on electric solutions for off-road and on-road customized and ruggedized fleet applications as well as ancillary financing, charging, battery and microgrids solutions. Caret Digital is a power-to-x business focused on the highest and best use cases for renewable power, including digital asset mining.

About Tembo e-LV B.V.

Tembo e-LV B.V. ("Tembo") is a subsidiary of VivoPower. Tembo is a specialist battery-electric and off-road vehicle company that designs and delivers ruggedized light electric vehicle solutions for fleet owners across various industrial sectors, including mining, agriculture, energy utilities, defense, police, government, and humanitarian aid. Tembo’s core purpose is to provide safe and reliable electrification solutions for utility vehicle fleet owners globally.

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