Adam Ridgway
About Adam Ridgway
Adam Ridgway is Chief Executive Officer, Principal Accounting Officer, and a Director of Cactus Acquisition Corp. 1 Limited (CCTSF); he has served on the Board since May 16, 2024 and was appointed CEO in late November 2024 (the company’s 10‑K states November 26, 2024; a subsequent 8‑K reports Board appointment as CEO on November 29, 2024) . He also serves as Vice Chairman of the Board and as Principal Financial Officer per officer certifications filed with the FY2024 10‑K . Ridgway holds a Master’s degree from the University of Liverpool and has 20+ years’ experience across media, mobility, and sustainability, including founding and leading ONE MOTO, an EV company with operations spanning the UAE, UK, and India . As a SPAC, Cactus has not disclosed traditional operating performance metrics for management evaluation; the company is focused on extending its business combination period and consummating the announced Tembo/VivoPower transaction, with shareholder redemptions and trust mechanics driving outcomes rather than revenue/EBITDA growth during Ridgway’s tenure to date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ONE MOTO Technologies | Founder & CEO | Not disclosed | Built EV platform for urban mobility and last‑mile delivery; expanded across UAE, UK, and India . |
No additional prior employers, titles, or years were disclosed in company filings reviewed .
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| ONE MOTO Technologies | Founder & CEO | Current | Entrepreneur in EV/smart mobility with international growth and partnerships . |
Fixed Compensation
| Metric (USD) | FY 2024 | YTD 2025 |
|---|---|---|
| Base cash compensation (per month) | $10,000 (entitled) | $10,000 (entitled) |
| Cash salary paid | $0 (no cash compensation paid to officers through 12/31/2024) | $20,000 paid in February 2025 |
No target or actual annual bonus awards were disclosed for FY2024 or early 2025; officers and directors received no cash compensation through 12/31/2024, with Ridgway’s first cash payments recorded in February 2025 .
Performance Compensation
| Instrument | Quantity | Source/Grant Detail | Vesting/Performance Conditions | Notes |
|---|---|---|---|---|
| Founder shares (Class B/Class A equivalent post-conversion) | 70,000 | Assigned by current sponsor; disclosed in 10‑K and in proxy footnote | Not disclosed | Founder shares are sponsor equity typical of SPACs; no specific vesting schedule disclosed . |
| Additional founder shares | 30,000 | Acquired from current sponsor; proxy footnote | Not disclosed | Acquisition noted in DEF 14A footnote; beneficial table did not attribute shares to Ridgway as of record date . |
No RSU/PSU, option grants, strike prices, performance metrics, or vesting dates were disclosed for Ridgway; the company notes no executive cash compensation in 2024 and only founder-share assignments from the sponsor .
Equity Ownership & Alignment
- Beneficial ownership table (record date Sept 12, 2025) does not list Ridgway with Class A ownership; however, the proxy footnotes disclose he was assigned 70,000 founder shares and acquired an additional 30,000 founder shares from the sponsor .
- Sponsor holdings: ARWM Pte. Limited (current sponsor) beneficially owned 1,784,999 shares (approx. 45.46%) including 1 Class B founder share as of the record date; warrants excluded from the table as not exercisable within 60 days .
- No disclosures identified regarding pledging/hedging by Ridgway, stock ownership guidelines for executives, or compliance status with any such guidelines .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | Not specifically disclosed; CEO role and monthly cash compensation noted . |
| Severance | “We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.” |
| Change of control | Not disclosed (no severance/change-in-control multiples disclosed) . |
| Clawback policy | Not disclosed in the 10‑K or DEF 14A reviewed . |
| Non‑compete / non‑solicit | Not disclosed . |
| Post‑termination consulting | Possible compensation post‑business combination may be determined by the combined company; specifics not known pre‑deal . |
| Expense reimbursement | Officers/directors reimbursed for bona fide out‑of‑pocket SPAC expenses; Audit Committee reviews quarterly . |
Board Governance
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Board roles and independence
- Chairman of the Board: Terry Alan Farris (independent); Ridgway serves as Vice Chairman and CEO, and is not independent as an executive .
- Independent directors: Farris, Jeff LeBlanc, and Rainer Michael Preiss; independent sessions held without management .
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Committee structure and leadership
- Audit Committee: Members Farris (Chair), LeBlanc, Preiss; all independent; Farris deemed an “audit committee financial expert” .
- Compensation Committee: Members Farris and LeBlanc; LeBlanc serves as Chair; authority to retain independent advisors .
- Nominating: No standing committee; majority of independent directors recommend nominees to the Board .
-
Board service history and tenure
- Ridgway has served as a Director since May 16, 2024 and as CEO since late November 2024; he also serves as Principal Accounting Officer/Principal Financial Officer per the FY2024 10‑K .
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Dual‑role implications
- Ridgway’s combination of CEO, Vice Chairman, and Principal Accounting/Financial Officer concentrates authority; independent Chair and fully independent Audit/Compensation Committees are mitigating governance checks .
Performance & Track Record
- SPAC lifecycle actions under current leadership
- Cactus entered into a Business Combination Agreement on Aug 29, 2024 with VivoPower/Tembo; subsequent 2025 proxy seeks to extend the combination period to Nov 2, 2026 to complete the transaction .
- The company’s securities were delisted from Nasdaq in March 2025 and began trading on OTC Pink, reducing liquidity and potentially complicating transaction execution; the DEF 14A discusses these risks .
The filings do not disclose TSR or operating metrics attributable to management; SPAC trust/redemption dynamics and listing status dominate near‑term outcomes .
Director Compensation
- Through FY2024, officers and directors received no cash compensation; independent directors were assigned 35,000 founder shares each; Ridgway received an assignment of 70,000 founder shares .
- No director retainers, meeting fees, or committee chair fees were disclosed for FY2024; the Compensation Committee oversees officer/director compensation and may engage advisors .
Related Party and Alignment Considerations
- Sponsor economics and support
- Current Sponsor (ARWM) and prior sponsors collectively held ~61.58% of outstanding ordinary shares as of the record date; officers/directors interests in founder shares and private warrants are highlighted in the proxy .
- Sponsor loans: $840,000 in working capital loans outstanding, evidenced by a promissory note; repayment or conversion contingent on business combination; not payable from trust funds .
- Registration rights for founder shares and private warrants exist, with lock‑up constraints before effectiveness; successor sponsor joined the registration rights agreement .
Compensation Structure Analysis
- Cash vs. equity mix
- Minimal cash pay (no FY2024 cash, $20,000 paid in Feb 2025) with founder‑share assignments as primary incentive → high at‑risk/equity‑oriented structure pre‑combination .
- Shift in instruments / repricing
- No RSUs/PSUs/options or repricing/modifications disclosed for Ridgway; only founder share assignments noted .
- Performance metrics
- No disclosed revenue/EBITDA/TSR targets tied to compensation in FY2024/early 2025; Compensation Committee chartered to set CEO goals post‑combination .
Equity Ownership & Alignment (Detail)
| Item | Status |
|---|---|
| Total beneficial ownership (Ridgway) | Not listed with Class A holdings in the beneficial ownership table; footnote discloses assignment of 70,000 founder shares and acquisition of 30,000 from sponsor . |
| Ownership as % of outstanding | Not disclosed for Ridgway; sponsor ARWM holds ~45.46% as of record date . |
| Vested vs. unvested | Not disclosed . |
| Options (exercisable/unexercisable) | None disclosed . |
| Pledging/hedging | Not disclosed . |
| Ownership guidelines | Not disclosed . |
Employment & Contracts (Retention Risk)
| Provision | Economic Terms |
|---|---|
| Term/auto‑renewal | Not disclosed . |
| Severance/change‑of‑control | None disclosed; no termination benefits agreements for officers/directors . |
| Non‑compete/non‑solicit | Not disclosed . |
| Garden leave/consulting | Possible post‑combination arrangements; unknown ex‑ante . |
Say‑on‑Pay and Shareholder Feedback
- No say‑on‑pay results or shareholder engagement on compensation were disclosed in FY2024 or the 2025 extension proxy .
Compensation Committee Oversight
- Committee members: Farris (ind.), LeBlanc (ind.; Chair); authority to set CEO goals, approve officer compensation, and retain independent advisors per charter .
- Nominating handled by a majority of independent directors; Audit Committee composed entirely of independent directors .
Investment Implications
- Pay-for-performance alignment: Ridgway’s compensation pre‑combination is largely equity/sponsor‑founder‑share based with limited cash paid ($20k in Feb 2025), aligning incentives to closing a value‑accretive business combination; absence of disclosed severance/CoC protection reduces downside for shareholders on leadership changes .
- Selling pressure and float dynamics: Founder shares assigned/acquired (70k+30k) exist alongside heavy sponsor ownership (ARWM ~45.46%); post‑combination lock‑up/registration rights (not detailed for Ridgway) could influence timing of supply if/when restrictions lapse, while OTC trading status may exacerbate liquidity swings .
- Governance risk: CEO also serves as Vice Chairman and Principal Accounting/Financial Officer, concentrating roles; mitigants include an independent Chair and fully independent Audit and Compensation Committees with defined charters and advisor authority .
- Transaction execution risk: Extension and de‑listing history highlight dependency on SPAC mechanics, redemptions, and regulatory conditions to complete the Tembo/VivoPower deal by the proposed extension date .
Overall, pre‑deal incentives are primarily tied to founder/sponsor equity with minimal cash, favoring transaction completion and post‑merger value creation, while governance checks sit largely with independent directors and committees; liquidity and timing of potential share sales post‑combination remain key watchpoints given sponsor concentration and OTC trading context .