UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

October 24, 2023

 

CACTUS ACQUISITION CORP. 1 LIMITED

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands		001-40981		N/A
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

 

4B Cedar Brook Drive
Cranbury, New Jersey		08512
(Address of Principal Executive Offices)		(Zip Code)

 

(609) 495-2222

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half redeemable warrant		CCTSU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		CCTS		The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50		CCTSW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 8.01. Other Events.

 

On October 24, 2023, Cactus Healthcare Management, L.P. (the “Sponsor”), the sponsor of Cactus Acquisition Corp. 1 Limited (the “Company”), voluntarily elected to convert 3,162,499 Class B ordinary shares, par value $0.0001, of the Company (“Class B ordinary shares”) held by it to Class A ordinary shares, par value $0.0001, of the Company (“Class A ordinary shares”) on a one-for-one basis, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, as amended (the “Amended and Restated Articles”) (the “Class B Conversion”).

 

Upon completion of the Class B Conversion, the number and class of shares of the Company that are issued and outstanding consist of:

 

·

5,422,850 Class A ordinary shares (constituted by 2,260,351 publicly-held Class A ordinary shares and 3,162,499 Sponsor-held founder Class A ordinary shares (i.e., those converted from Class B ordinary shares)); and

 

·

one Class B ordinary share (held by the Sponsor).

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	CACTUS ACQUISITION CORP. 1 LIMITED
	By:	/s/ Stephen T. Wills
	Name:	Stephen T. Wills
	Title:	Chief Financial Officer

 

Date: October 24, 2023