VivoPower to acquire 51% of Tembo with $200 million investment.

Energi Holdings Limited will acquire a 51% stake in Tembo e-LV B.V. through a strategic PIPE investment, valuing the company at $200 million. This move will enable Tembo to resume its proposed business combination with Cactus Acquisition Corp 1 Limited, a special purpose acquisition company. VivoPower International PLC, Tembo's current shareholder, will continue to hold a significant stake in Tembo after the acquisition.

London, July 2, 2025 — VivoPower International PLC (NASDAQ: VVPR) has announced that its subsidiary, Tembo e-LV B.V. (Tembo), has secured a $200 million investment from Energi Holdings Limited (Energi). The investment, which will give Energi a 51% stake in Tembo, is part of a strategic PIPE (Private Investment in Public Equity) transaction. This move will enable Tembo to resume its proposed business combination with Cactus Acquisition Corp 1 Limited (CCTSF), a special purpose acquisition company (SPAC) [1].

The investment is based on a total enterprise valuation of $200 million for 100% of Tembo. The equity purchase price for the 51% stake will be derived from this valuation, adjusted for Tembo’s net debt and other customary adjustments at the time of closing. The transaction is subject to the completion of Tembo’s previously announced business combination agreement with CCTSF and customary closing conditions [1].

VivoPower, the parent company of Tembo, will continue to hold a significant shareholding in Tembo post-acquisition. The Board of VivoPower has also commenced recruitment of a dedicated board of directors for Tembo, in preparation for its listing as a public company [1].

Tembo, a specialist battery-electric and off-road vehicle company, 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. The investment from Energi and the business combination with CCTSF are expected to facilitate Tembo’s growth and expansion in these sectors [1].

The transaction is a significant step forward for Tembo and VivoPower, aligning with their strategic initiatives to transform into an XRP-focused digital asset enterprise. The company aims to contribute to the growth and utility of the XRP Ledger (XRPL) by supporting decentralized finance (DeFi) infrastructure and real-world blockchain applications [1].

The immediate priority for Tembo is the filing of a registration statement on Form F-4, which will subsequently be reviewed by the Securities and Exchange Commission (SEC). The exact timeline for the completion of the transaction and the business combination with CCTSF is subject to regulatory approval and customary closing conditions [1].

This investment and the subsequent business combination are expected to provide Tembo with the necessary capital and strategic support to accelerate its growth and innovation in the electric vehicle and off-road vehicle markets.

References:
[1] https://www.globenewswire.com/news-release/2025/08/18/3135007/0/en/VivoPower-s-Tembo-e-LV-Subsidiary-on-Track-for-200-Million-Enterprise-Value-Investment-from-Energi-Holdings-via-SPAC-Transaction.html