Failure to Satisfy Listing Rule Form 8 K

On October 29, 2024, Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company ("Cactus" or the "Company") received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that because the Company had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its initial public offering, it was not in compliance with Nasdaq IM 5101-2, and was therefore subject to delisting. The Company has until November 5, 2024 to request a hearing before the Nasdaq Hearings Panel (the "Panel"), but will not request a hearing before the Panel and intends to trade on the over the counter (OTC) market. The Company recently secured shareholder approval to extend its life by 12 months, to November 5, 2025. Trading in the Company's securities on NASDAQ will be suspended at the opening of business on November 5, 2024 and trading of the Company's securities on the OTC market is expected to commence shortly thereafter. The delisting and commencement of trading on OTC does not affect the Company's previously announced business combination agreement with Tembo E-LV B.V., as both parties continue to work to effectuate the completion of the transaction. The combined company intends to apply for up-listing on the Nasdaq Stock Market in connection with the completion of the business combination and the combined company is intended to be called Tembo Group B.V.