In the current trading session, VivoPower International PLC (NASDAQ: VVPR) shares are witnessing a remarkable upsurge of 271.10%, attaining a valuation of $5.38. This substantial elevation in VVPR shares on the US market can be directly ascribed to the announcement of a merger agreement.

Tembo, a prominent global entity in utility vehicle electrification and a subsidiary of VivoPower (VVPR), has formally declared its entry into a binding heads of agreement. Pursuant to this agreement, the VivoPower subsidiary will engage exclusively in negotiations to finalize a business combination agreement for merging with Cactus Acquisition Corp. 1 Limited (NASDAQ: CCTS), a special purpose acquisition company (“SPAC”).

Upon the completion of this business combination, the amalgamated entity is anticipated to retain its listing on NASDAQ under the appellation “Tembo Group.” Concurrent with the completion of the steps outlined in the Business Combination Agreement (BCA), VVPR will pay its stockholders dividends based on a pro rata basis. As of April 30, 2024 (First Record Date), ten percent (10%) of the total Merger Consideration Shares, also known as the “Tembo Dividend Shares,” will be distributed to VivoPower shareholders.

An additional ten percent (10%) of the aggregate Tembo Dividend Shares will be designated to VivoPower shareholders who were registered on the record date of April 30, 2024, and still retain their VVPR shares as of June 30, 2024 (Second Record Date). These Tembo Dividend Shares will be subject to a lock-up period of six months following the listing of Tembo Group.

A total of 16.76 million Tembo Dividend Shares, representing 20% of the 83.8 million shares, will be disbursed to VVPR shareholders. Indicatively, VVPR shareholders will receive five Tembo Dividend Shares for each VVPR share they hold, assuming no additional VVPR share issuance or warrant conversions prior to the First Record Date and Second Record Date. The transaction is contingent upon the final execution of a Business Combination Agreement.

Any remaining cash in CCTS’s Trust account subsequent to the completion of the business combination will be accessible to the surviving entity for operational capital, expansion, and other corporate undertakings. The Business Combination Agreement, inclusive of a fairness opinion, is slated for completion in May 2024, with the transaction targeted to conclude in August 2024.