Mga Batayang Estadistika
| CIK | 1865861 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cactus Acquisition Corp. 1 Limited - Equity Warrant
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40981 Cactus Acquisition Corp. 1 |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40981 Cactus Acquisition Corp. 1 |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 20, 2025 CACTUS ACQUISITION CORP. 1 LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-40981 n/a 00-0000000 (State or other jurisdiction of incorpo |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40981 Cactus Acquisition Corp. 1 Lt |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 4, 2024 CACTUS ACQUISITION CORP. 1 LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-40981 n/a (State or other jurisdiction of incorporation) |
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| November 15, 2024 |
SC 13G/A 1 cctsa1111524.htm 683 CAPITAL MANAGEMENT, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cactus Acquisition Corp. 1 Ltd (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G1745A108 (CUSIP Number) November 13, 2024 (Date of Event which Requires Filing of this |
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| November 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40981 Cactus Acqu |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q ☐Transition Report on Form |
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| November 14, 2024 |
CCTS / Cactus Acquisition Corp. 1 Limited / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Cactus Acquisition Corp. 1 Limited (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1745A108 (CUSIP N |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2024 Date of Report (Date of earliest event reported) Cactus Acquisition Corp. 1 Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40981 N/A (State or other jurisdiction of incorporation) (Com |
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| November 7, 2024 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2024 Date of Report (Date of earliest event reported) Cactus Acquisition Corp. 1 Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40981 N/A (State or other jurisdiction of incorporation) (Com |
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| November 7, 2024 |
Amendment to the Amended and Restated Memorandum and Articles of Association EX-3.1 2 ex744703.htm EXHIBIT 3.1 Exhibit 3.1 |
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| November 7, 2024 |
Amendment to the Amended and Restated Memorandum and Articles of Association Exhibit 3.1 |
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| November 4, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 29, 2024 CACTUS ACQUISITION CORP. 1 LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-40981 n/a (State or other jurisdiction of incorporation) |
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| October 31, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 29, 2024 CACTUS ACQUISITION CORP. 1 LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 001-40981 n/a (State or other jurisdiction of incorporation) |
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| October 31, 2024 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of October 29, 2024 by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Cactus”), ARWM Inc Pte. Ltd. (the “Sponsor”), and the undersigned investor (the “Investor”). RECITALS WHEREAS, the Sponsor |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 21, 2024 |
GIOVANNI CARUSO Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar October 20, 2024 Pearlyne Paulemon U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Cactus Acquisition Corp. 1 Limited Revised Preliminary Proxy Statement on Schedule 14A Filed October 7, 2024 File No. 001-40981 Dear Ms. Paule |
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| October 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 7, 2024 |
GIOVANNI CARUSO Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar October 7, 2024 Pearlyne Paulemon U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Cactus Acquisition Corp. 1 Limited Preliminary Proxy Statement on Schedule 14A Filed September 27, 2024 File No. 001-40981 Dear Ms. Paulemon: O |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 4, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG CACTUS ACQUISITION CORP. 1 LIMITED, VIVOPOWER INTERNATIONAL PLC, TEMBO GROUP B.V., TEMBO EUV INVESTMENT CORPORATION LIMITED, AND TEMBO E-LV B.V. DATED AS OF AUGUST 29, 2024 TABLE OF CONTENTS ARTICLE I. CERTAIN DEFINITIONS 3 1.1 Definitions 3 ARTICLE II. MERGER 17 2.1 Transactions 17 2.2 Closing 19 2.3 Withholding 19 2.4 CCTS Warrants 19 2.5 A |
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| September 4, 2024 |
Exhibit 10.1 COMPANY SHAREHOLDER AND INVESTOR SUPPORT AGREEMENT THIS COMPANY SHAREHOLDER AND INVESTOR SUPPORT AGREEMENT (THIS “AGREEMENT”) IS MADE ON AUGUST 29, 2024 BY AND AMONG 1. VivoPower International PLC, a public limited company organized under the laws of England and Wales (“Parent”); 2. TAG INTL DMCC, a company incorporated under the laws of the United Arab Emirates and having its registe |
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| September 4, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): August 29, 2024 CACTUS ACQUISITION CORP. |
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| September 4, 2024 |
Exhibit 10.2 INVESTOR SUPPORT AGREEMENT This INVESTOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into on August 29, 2024, by and among (i) Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“CCTS”), (ii) Tembo Group B.V, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“ |
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| September 4, 2024 |
Exhibit 10.2 INVESTOR SUPPORT AGREEMENT This INVESTOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into on August 29, 2024, by and among (i) Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“CCTS”), (ii) Tembo Group B.V, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“ |
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| September 4, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG CACTUS ACQUISITION CORP. 1 LIMITED, VIVOPOWER INTERNATIONAL PLC, TEMBO GROUP B.V., TEMBO EUV INVESTMENT CORPORATION LIMITED, AND TEMBO E-LV B.V. DATED AS OF AUGUST 29, 2024 TABLE OF CONTENTS ARTICLE I. CERTAIN DEFINITIONS 3 1.1 Definitions 3 ARTICLE II. MERGER 17 2.1 Transactions 17 2.2 Closing 19 2.3 Withholding 19 2.4 CCTS Warrants 19 2.5 A |
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| September 4, 2024 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT This Lock-Up Agreement (the “Agreement”) is dated as of [●], 2024 and is between Tembo Group B.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (“Pubco”), and each of the Pubco shareholders identified on Exhibit A hereto, and the other Pubco shareholders who enter into a joinder to this Agreeme |
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| September 4, 2024 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT This Lock-Up Agreement (the “Agreement”) is dated as of [●], 2024 and is between Tembo Group B.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (“Pubco”), and each of the Pubco shareholders identified on Exhibit A hereto, and the other Pubco shareholders who enter into a joinder to this Agreeme |
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| September 4, 2024 |
Exhibit 10.1 COMPANY SHAREHOLDER AND INVESTOR SUPPORT AGREEMENT THIS COMPANY SHAREHOLDER AND INVESTOR SUPPORT AGREEMENT (THIS “AGREEMENT”) IS MADE ON AUGUST 29, 2024 BY AND AMONG 1. VivoPower International PLC, a public limited company organized under the laws of England and Wales (“Parent”); 2. TAG INTL DMCC, a company incorporated under the laws of the United Arab Emirates and having its registe |
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| September 4, 2024 |
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): August 29, 2024 CACTUS ACQUISITION CORP. |
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| August 29, 2024 |
Exhibit 99.1 Tembo E-LV, a subsidiary of Nasdaq-listed VivoPower International PLC (“VVPR”) executes a definitive Business Combination Agreement with CCTS for a combined enterprise value of US $904 million Independent third-party fairness opinion was obtained and satisfactorily completed Pro forma fully diluted combined enterprise value assumes no public trust redemptions LONDON, 29 August 2024 – |
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| August 29, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 29, 2024 CACTUS ACQUISITION CORP. |
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| August 29, 2024 |
Exhibit 99.1 Tembo E-LV, a subsidiary of Nasdaq-listed VivoPower International PLC (“VVPR”) executes a definitive Business Combination Agreement with CCTS for a combined enterprise value of US $904 million Independent third-party fairness opinion was obtained and satisfactorily completed Pro forma fully diluted combined enterprise value assumes no public trust redemptions LONDON, 29 August 2024 – |
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| August 29, 2024 |
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): August 29, 2024 CACTUS ACQUISITION CORP. |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q ☐Transition Report on Form N-SA |
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| August 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40981 Cactus Acquisiti |
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| July 29, 2024 |
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): July 29, 2024 CACTUS ACQUISITION CORP. |
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| July 2, 2024 |
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): July 2, 2024 CACTUS ACQUISITION CORP. |
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| May 23, 2024 |
SC 13G/A 1 ea0206693-13ga1cactcactus1.htm AMENDMENT NO. 1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Cactus Acquisition Corp 1 Ltd. (Name of Issuer) Class A ordinary shares, par va |
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| May 22, 2024 |
CCTS / Cactus Acquisition Corp. 1 Limited / Chee Graham MacGregor - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer): Cactus Acquisition Corp. 1 Ltd. (Title of Class of Securities): Class A ordinary shares, par value $0.0001 per share (CUSIP Number): G1745A108 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications |
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| May 21, 2024 |
Promissory Note dated May 17, 2024 Exbibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 21, 2024 |
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): May 17, 2024 CACTUS ACQUISITION CORP. |
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| May 17, 2024 |
CCTS / Cactus Acquisition Corp. 1 Limited / EVGI Ltd - SCHEDULE 13D/A Activist Investment SC 13D/A 1 evgi20240515sc13da.htm SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cactus Acquisition Corp. 1 Ltd. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1745A108 (CUSIP Number) Emmanuel Meyer EVGI Limited 143 Station Road Hampton, TW12 2 |
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| May 16, 2024 |
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): May 16, 2024 CACTUS ACQUISITION CORP. |
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| May 16, 2024 |
Exhibit 10.1 SPONSOR SECURITIES PURCHASE AGREEMENT This Sponsor Securities Purchase Agreement (this “Agreement”), dated as of April 29, 2024 is entered into between ARWM Inc Pte. Ltd., an exempt private limited company organized under the laws of Singapore (the “Buyer”), Cactus Acquisition Corp. 1 Ltd, a Cayman Islands exempted company and a special purpose acquisition company (the “SPAC”) and EVG |
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| May 16, 2024 |
Exhibit 10.2 May 15, 2024 To: Cactus Acquisition Corp. 1 Limited (the “Company”) 4B Cedar Brook Drive Cranbury, NJ 085412 Attention: Gary Challinor, Chief Executive Officer Re: Notice of Assignment of Rights Under, and Joinder to, Registration Rights Agreement Dear Sir: The undersigned, EVGI Limited, (the “Sponsor”), hereby notifies the Company, pursuant to Section 5.1 of that certain Registration |
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| May 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40981 Cactus Acqu |
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| May 10, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): May 10, 2024 CACTUS ACQUISITION CORP. |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1/A Amendment No. 1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER CACTUS ACQUISITION CORP. 1 LIMITED (Name of Registrant) Cayman Islands 001-40981 N/A (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 4B Cedar Brook D |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER CACTUS ACQUISITION CORP. 1 LIMITED (Name of Registrant) Cayman Islands 001-40981 N/A (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 4B Cedar Brook Drive Cranbury, New |
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| April 16, 2024 |
CCTS / Cactus Acquisition Corp. 1 Limited / EVGI Ltd - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cactus Acquisition Corp. 1 Ltd (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1745A108 (CUSIP Number) Emmanuel Meyer EVGI Limited 143 Station Road Hampton, TW12 2AL United Kingdom (609) 495-2222 (Name, A |
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| April 15, 2024 |
Promissory Note, dated January 30, 2024, issue by the Registrant to Cactus Healthcare Management LP* Exhibit 10.11 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| April 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40981 |
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| April 15, 2024 |
Exhibit 4.5 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following description sets forth certain material terms and provisions of the securities of Cactus Acquisition Corp. 1 Ltd (“we,” “us” or “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following desc |
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| April 12, 2024 |
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): April 12, 2024 CACTUS ACQUISITION CORP. |
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| April 2, 2024 |
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): April 2, 2024 CACTUS ACQUISITION CORP. |
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| April 2, 2024 |
Press release dated April 2, 2024 Exhibit 10.1 VivoPower enters into heads of agreement to combine Tembo with Cactus Acquisition Corp. 1 Limited London, UK | April 2, 2024 - Tembo, an emerging player in the utility vehicle electrification sector (“Tembo”), and a subsidiary of VivoPower International PLC (Nasdaq: VVPR, “VivoPower”), and Cactus Acquisition Corp. 1 Limited (Nasdaq: CCTS, CCTSW, CCTSU, “CCTS”), a special purpose acqui |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER CACTUS ACQUISITION CORP. 1 LIMITED (Name of Registrant) Cayman Islands 001-40981 N/A (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 4B Cedar Brook Drive Cranbury, New |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report |
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| March 28, 2024 |
Promissory Note dated March 25, 2024 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 28, 2024 |
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): March 25, 2024 CACTUS ACQUISITION CORP. |
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| March 11, 2024 |
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): March 11, 2024 CACTUS ACQUISITION CORP. |
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| March 6, 2024 |
CCTS / Cactus Acquisition Corp. 1 Limited / EVGI Ltd - SC 13D Activist Investment SC 13D SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* Cactus Acquisition Corp. 1 Ltd. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1745A108 (CUSIP Number) Emmanuel Meyer EVGI Limited 143 Station Road Hampton, TW12 2AL United Kingdom (609) 495-2222 (Name, Addr |
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| February 23, 2024 |
Exhibit 10.1 SPONSOR SECURITIES PURCHASE AGREEMENT This Sponsor Securities Purchase Agreement (this “Agreement”), dated as of February 9, 2024 is entered into between EVGI Limited (the “Buyer”), Cactus Acquisition Corp. 1 Ltd., a Cayman Islands exempted company and a special purpose acquisition company (the “SPAC”), and Cactus Healthcare Management LP, a Delaware limited partnership (the “Sponsor” |
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| February 23, 2024 |
Exhibit 10.3 February 15, 2024 To: Cactus Healthcare Management LP 4B Cedar Brook Drive Cranbury, NJ 085412 Attention: Stephen T. Wills, Secretary of Managing Member Re: Waiver of Transfer Restrictions Under Insider Letter Agreement Dear Sir: Reference is made to that certain letter agreement, dated October 28, 2021, by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted compan |
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| February 23, 2024 |
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): February 23, 2024 CACTUS ACQUISITION CORP. |
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| February 23, 2024 |
Deferred Underwriting Fee Waiver granted by underwriter of the Company’s initial public offering Exhibit 10.4 Oppenheimer & Co. Inc. 85 Broad Street 23rd Floor New York, NY 10004 Member of All Principal Exchanges January 29, 2024 CONFIDENTIAL Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 Attention: Stephen T. Wills Chief Financial Officer Dear Mr. Wills: Oppenheimer & Co. Inc. (“Oppenheimer”) hereby waives the deferred underwriting fee payable upon a business comb |
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| February 23, 2024 |
Note Termination Agreement, dated February 15, 2024, by and between the Company and the Sponsor Exhibit 10.5 Note TERMINATION Agreement This NOTE TERMINATION AGREEMENT (this “Agreement”) is entered into as of February 15, 2024 (the “Agreement Date”), by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company and a special purpose acquisition company (this “Maker”) and Cactus Healthcare Management LP (the “Payee”). RECITALS A. The Maker has issued certain convertible |
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| February 23, 2024 |
Exhibit 10.6 February 15, 2024 To: Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 085412 Attention: Ofer Gonen, Chief Executive Officer Re: Termination of Administrative Support Services Agreement Pursuant to Section 4.01(i) of that certain Sponsor Securities Purchase Agreement, dated as of February 9, 2024, by and among Cactus Acquisition Corp. 1 Limited (the “Company”), Cac |
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| February 23, 2024 |
Exhibit 10.2 February 15, 2024 To: Cactus Acquisition Corp. 1 Limited (the “Company”) 4B Cedar Brook Drive Cranbury, NJ 085412 Attention: Ofer Gonen, Chief Executive Officer Re: Notice of Assignment of Rights Under, and Joinder to, Registration Rights Agreement Dear Sir: The undersigned, Cactus Healthcare Management LP, a Delaware limited partnership (the “Sponsor”), hereby notifies the Company, p |
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| February 14, 2024 |
KY:CCTSU / Cactus Acquisition Corp 1 Ltd / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment SC 13G 1 tm246034d16sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Cactus Acquisition Corp 1 Ltd (Name of Issuer) Class A (Title of Class of Securities) G1745A116 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 14, 2024 |
CCTS / Cactus Acquisition Corp. 1 Limited / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Cactus Acquisition Corp. 1 Limited (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1745A108 (CUSIP N |
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| February 14, 2024 |
SC 13G 1 ccts21424.htm 683 CAPITAL MANAGEMENT, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cactus Acquisition Corp. 1 Ltd (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G1745A108 (CUSIP Number) April 25, 2023 (Date of Event which Requires Filing of this Statement) Check the appro |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Cactus Acquisition Corp 1 Ltd. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1745A10 |
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| February 13, 2024 |
EX-99.A 2 d676703dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 13, 2024 |
EX-99.B 3 d676703dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 13, 2024 |
CCTS / Cactus Acquisition Corp. 1 Limited / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d676703dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cactus Acquisition Corp. 1 Limited (Name of Issuer) Common Shares (Title of Class of Securities) G1745A108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 7, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cactus Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G1745A108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the |
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| January 19, 2024 |
CCTS / Cactus Acquisition Corp. 1 Limited / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment SC 13G/A 1 p24-0162sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cactus Acquisition Corp. 1 Limited (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1745A108 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) C |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40981 Cactus Ac |
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| November 14, 2023 |
Promissory Note, dated November 8, 2023, issued by the Registrant to Cactus Healthcare Management LP Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 2, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CACTUS ACQUISITION CORP. 1 LIMITED November 2, 2023 RESOLVED, as special resolutions, that: (i) Article 49.7 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: “In the event that the Company does not consummate a Business Combination within 36 months from the c |
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| November 2, 2023 |
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): November 2, 2023 CACTUS ACQUISITION CORP. |
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| November 2, 2023 |
Amendment to Investment Management Trust Agreement, dated as of November 2, 2023 Exhibit 10.1 AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of November 2, 2023, is made by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Tru |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 30, 2023 |
Financial Statements and Exhibits, Other Events 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 30, 2023 CACTUS ACQUISITION CORP. |
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| October 30, 2023 |
Exhibit 99.1 CACTUS ACQUISITION CORP. 1 LIMITED ANNOUNCES CONTRIBUTIONS TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION Cranbury, New Jersey, Oct. 30, 2023 (GLOBE NEWSWIRE) - Cactus Acquisition Corp. 1 Limited (Nasdaq: CCTS) (the “Company”) today announced several actions being undertaken in anticipation of the previously announced extraordinary general meeting of the Company to be held at |
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| October 27, 2023 |
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 27, 2023 CACTUS ACQUISITION CORP. |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 27, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of October 27, 2023 by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Cactus”), Cactus Healthcare Management LP, a Delaware limited partnership (the “Sponsor”), and the undersigned investor (t |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 24, 2023 |
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. |
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| October 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 11, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): September 11, 2023 CACTUS ACQUISITION CORP. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40981 Cactus Acquisitio |
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| July 5, 2023 |
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): July 5, 2023 CACTUS ACQUISITION CORP. |
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| May 30, 2023 |
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): May 30, 2023 CACTUS ACQUISITION CORP. |
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| May 30, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CACTUS ACQUISITION CORP. 1 LIMITED May 30, 2023 RESOLVED, as a special resolution, that: (i) Article 49.10 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: “Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40981 Cactus Acquisiti |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Cactus Acquisition Corp 1 Ltd. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1745A108 |
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| April 25, 2023 |
Amendment to Investment Management Trust Agreement, dated as of April 20, 2023 Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of April 20, 2023, is made by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREA |
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| April 25, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CACTUS ACQUISITION CORP. 1 LIMITED April 20, 2023 RESOLVED, as special resolutions, that: (i) Article 49.7 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: “In the event that the Company does not consummate a Business Combination within 24 months from the con |
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| April 25, 2023 |
Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CACTUS ACQUISITION CORP. 1 LIMITED April 20, 2023 RESOLVED, as special resolutions, that: (i) Article 17.2 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: “Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Co |
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| April 25, 2023 |
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): April 20, 2023 CACTUS ACQUISITION CORP. |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 13, 2023 |
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): April 13, 2023 CACTUS ACQUISITION CORP. |
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| April 13, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April [*], 2023 by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Cactus”), Cactus Healthcare Management LP, a Delaware limited partnership (the “Sponsor”), and the undersigned investor (th |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 12, 2023 |
Exhibit 99.1 CACTUS ACQUISITION CORP. 1 LTD. ANNOUNCES CONTRIBUTIONS TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION Cranbury, New Jersey, April 11, 2023 (GLOBE NEWSWIRE) - Cactus Acquisition Corp. 1 Ltd. (Nasdaq: CCTS) (the “Company”) today announced several actions being undertaken in anticipation of the previously announced extraordinary meeting in lieu of 2023 annual meeting of the Comp |
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| April 12, 2023 |
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): April 11, 2023 CACTUS ACQUISITION CORP. |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40981 Cactus Acquisition Corp. 1 Lt |
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| March 30, 2023 |
Exhibit 4.5 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following description sets forth certain material terms and provisions of the securities of Cactus Acquisition Corp. 1 Ltd (“we,” “us” or “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following desc |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 16, 2023 |
March 16, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Division of Corporation Finance, Office of Real Estate & Construction VIA EDGAR Re: Cactus Acquisition Corp. 1 Ltd (the “Company”) Preliminary Proxy Statement on Schedule 14A Filed March 8, 2023 File No. 001-40981 Dear Madam or Sir: We hereby provide the following response to the comment of the s |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cactus Acquisition Corp. 1 Ltd (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G1745A108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 13, 2023 |
KYG1745A1085 / Cactus Acquisition Corp. 1, Ltd. / Beryl Capital Management LLC Passive Investment SC 13G/A 1 cactusacquisition13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cactus Acquisition Corp. 1 Limited (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G1745A108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stat |
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| January 31, 2023 |
SC 13G/A 1 p23-0344sc13ga.htm CACTUS ACQUISITION CORP. 1 LIMITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cactus Acquisition Corp. 1 Limited (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1745A108 (CUSIP Number) December 31, 2022 (Date of event which r |
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| December 1, 2022 |
CORRESP 1 filename1.htm December 1, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Division of Corporation Finance, Office of Real Estate & Construction VIA EDGAR Re: Cactus Acquisition Corp. 1 Ltd (the “Company”) Form 10-K for the Fiscal Year Ending December 31, 2021 Filed March 31, 2022 File No. 001-40981 Dear Madam or Sir: We hereby provide the foll |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40981 Cactus Acqui |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40981 Cactus Acquisitio |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40981 Cactus Acquisiti |
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| March 31, 2022 |
Exhibit 4.5 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following description sets forth certain material terms and provisions of the securities of Cactus Acquisition Corp. 1 Ltd (?we,? ?us? or ?our?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following desc |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40981 Cactus Acquisition Corp. 1 Lt |
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| March 31, 2022 |
Exhibit 10.8 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 21, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No.)* Cactus Acquisition Corp. 1 Ltd. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1745A108** (CUSIP Numbe |
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| March 21, 2022 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned parties hereby agree that this Statement on Schedule 13G filed herewith, and any amendments thereto filed hereafter by any of the undersigned parties, relating to the Class A ordinary shares, par value $0. |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Cactus Acquisition Corp 1 Ltd (Name of Issuer) Class A (Title of Class of Securities) G1745A116 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| February 3, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cactus Acquisition Corp. 1 Limited (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1745A108 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to de |
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| January 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cactus Acquisition Corp 1 Ltd. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G1745A108 (CUSIP Number) January 4, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| December 28, 2021 |
Financial Statements and Exhibits, Other Events 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): December 28, 2021 CACTUS ACQUISITION CORP. |
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| December 28, 2021 |
Exhibit 99.1 Cactus Acquisition Corp. 1 Limited Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing December 30, 2021 NEW YORK, NY, December 28, 2021 — (GLOBE NEWSWIRE) — Cactus Acquisition Corp. 1 Limited (NasdaqGM: CCTSU) (the “Company”) announced today that, commencing December 30, 2021, holders of the units sold in the Company’s initial public offering may el |
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| December 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40981 CACTUS ACQUI |
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| November 12, 2021 |
HIGHBRIDGE CAPITAL MANAGEMENT LLC - CACTUS ACQUISITION CORP. 1 LIMITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cactus Acquisition Corp. 1 Limited (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1745A116** (CUSIP Number) November 2, 2021 (Date of event which requires filing of this statement) Check the appropriate box to desi |
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| November 8, 2021 |
Financial Statements and Exhibits, Other Events 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): November 8, 2021 (November 2, 2021) CACTUS ACQUISITION CORP. |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cactus Acquisition Corp. 1 Limited (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G1745A1161 (CUSIP Number) October 29, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| November 8, 2021 |
EX-99.1 2 ea150095ex99-1cactusacq1.htm AUDITED BALANCE SHEET, AS OF NOVEMBER 2, 2021 Exhibit 99.1 CACTUS ACQUISITION CORP. 1 LIMITED AUDITED BALANCE SHEET AS OF NOVEMBER 2, 2021 CACTUS ACQUISITION CORP. 1 LIMITED AUDITED BALANCE SHEET AS OF NOVEMBER 2, 2021 INDEX Page Report of Independent Registered Public Accounting Firm F-2 Balance sheet F-3 Notes to Balance sheet F-4-F-11 Report of Independent |
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| November 3, 2021 |
Indemnity Agreement, dated November 2, 2021, between the Company and Stephen T. Wills Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 2, 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the ?Company?), and Stephen T. Wills (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unl |
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| November 3, 2021 |
Indemnity Agreement, dated November 2, 2021, between the Company and David Sidransky EX-10.11 14 ea149899ex10-11cactusacq1.htm INDEMNITY AGREEMENT, DATED NOVEMBER 2, 2021, BETWEEN THE COMPANY AND DAVID SIDRANSKY Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 2, 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and David Sidransky (“Indemnitee”). RECITALS WHEREAS, highly |
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| November 3, 2021 |
Indemnity Agreement, dated November 2, 2021, between the Company and Hadar Ron EX-10.9 12 ea149899ex10-9cactusacq1.htm INDEMNITY AGREEMENT, DATED NOVEMBER 2, 2021, BETWEEN THE COMPANY AND HADAR RON Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 2, 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Hadar Ron (“Indemnitee”). RECITALS WHEREAS, highly competent perso |
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| November 3, 2021 |
Indemnity Agreement, dated November 2, 2021, between the Company and Nachum Shamir EX-10.8 11 ea149899ex10-8cactusacq1.htm INDEMNITY AGREEMENT, DATED NOVEMBER 2, 2021, BETWEEN THE COMPANY AND NACHUM SHAMIR Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 2, 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Nachum Shamir (“Indemnitee”). RECITALS WHEREAS, highly compete |
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| November 3, 2021 |
EX-10.4 7 ea149899ex10-4cactusacq1.htm ADMINISTRATIVE SERVICES AGREEMENT, DATED MAY 21, 2021, BETWEEN THE COMPANY AND CACTUS HEALTHCARE MANAGEMENT L.P Exhibit 10.4 Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 May 21, 2021 Cactus Healthcare Management LP 4B Cedar Brook Drive Cranbury, NJ 08512 Ladies and Gentlemen: This letter will confirm our agreement that, commencin |
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| November 3, 2021 |
EX-10.3 6 ea149899ex10-3cactusacq1.htm REGISTRATION RIGHTS AGREEMENT, DATED NOVEMBER 2, 2021, BETWEEN THE COMPANY, THE SPONSOR AND ANY OTHER SECURITY HOLDERS WHO MAY BECOME PARTY THERETO Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2021, is made and entered into by and among Cactus Acquisition Corp. 1 Limited, a Cayman Is |
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| November 3, 2021 |
Exhibit 1.1 11,000,000 Units Cactus Acquisition Corp. 1 Limited UNDERWRITING AGREEMENT New York, New York October 28, 2021 Moelis & Company LLC 399 Park Avenue, 4th Floor New York, NY 10022 Oppenheimer & Co. Inc. 85 Broad St New York, NY 10004 As Co-Representatives of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted com |
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| November 3, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 ea149899-8kcactusacq1.htm CURRENT REPORT 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): November 3, 2021 (October 28, 2021) CACTUS ACQUISITION CORP. 1 LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islan |
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| November 3, 2021 |
EX-99.3 17 ea149899ex99-3cactusacq1.htm PRESS RELEASE, DATED NOVEMBER 2, 2021 Exhibit 99.3 Cactus Acquisition Corp. 1 Limited Announces Closing of Upsized $126.5 Million Initial Public Offering, Including Fully-Exercised Over-Allotment Option NEW YORK, November 2, 2021 (GLOBE NEWSWIRE) - Cactus Acquisition Corp. 1 Limited (the “Company”) announced today the closing of its upsized initial public of |
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| November 3, 2021 |
EX-10.1 4 ea149899ex10-1cactusacq1.htm LETTER AGREEMENT, DATED OCTOBER 28, 2021, AMONG THE COMPANY, ITS OFFICERS AND DIRECTORS, AND CACTUS HEALTHCARE MANAGEMENT LP Exhibit 10.1 October 28, 2021 Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance wit |
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| November 3, 2021 |
EX-4.1 3 ea149899ex4-1cactusacq1.htm WARRANT AGREEMENT, DATED NOVEMBER 2, 2021, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT Exhibit 4.1 WARRANT AGREEMENT between CACTUS ACQUISITION CORP. 1 LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 2, 2021, is by and between Cactus Acquisition Corp. |
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| November 3, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of November 2, 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S |
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| November 3, 2021 |
Indemnity Agreement, dated November 2, 2021, between the Company and David J. Shulkin EX-10.10 13 ea149899ex10-10cactusacq1.htm INDEMNITY AGREEMENT, DATED NOVEMBER 2, 2021, BETWEEN THE COMPANY AND DAVID J. SHULKIN Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 2, 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and David J. Shulkin (“Indemnitee”). RECITALS WHEREAS, highl |
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| November 3, 2021 |
EX-10.5 8 ea149899ex10-5cactusacq1.htm PRIVATE WARRANTS PURCHASE AGREEMENT, DATED NOVEMBER 2, 2021, BETWEEN THE COMPANY AND THE SPONSOR Exhibit 10.5 PRIVATE WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND CACTUS HEALTHCARE MANAGEMENT LP. THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of November 2, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and b |
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| November 3, 2021 |
Exhibit 99.2 Cactus Acquisition Corp. 1 Limited Announces Full Exercise of $16.5 Million Over-Allotment Option in Connection with its Initial Public Offering NEW YORK, November 1, 2021 (GLOBE NEWSWIRE) - Cactus Acquisition Corp. 1 Limited (the ?Company?) announced today that the underwriters of its previously announced initial public offering of units have fully exercised their over-allotment opti |
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| November 3, 2021 |
Indemnity Agreement, dated November 2, 2021, between the Company and Ofer Gonen EX-10.6 9 ea149899ex10-6cactusacq1.htm INDEMNITY AGREEMENT, DATED NOVEMBER 2, 2021, BETWEEN THE COMPANY AND OFER GONEN Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 2, 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Ofer Gonen (“Indemnitee”). RECITALS WHEREAS, highly competent pers |
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| November 3, 2021 |
Cactus Acquisition Corp. 1 Limited Announces Pricing of Upsized $110 Million Initial Public Offering Exhibit 99.1 Cactus Acquisition Corp. 1 Limited Announces Pricing of Upsized $110 Million Initial Public Offering NEW YORK, Oct. 28, 2021 (GLOBE NEWSWIRE) - Cactus Acquisition Corp. 1 Limited (the ?Company?) announced today that it priced its initial public offering of 11,000,000 units at $10.00 per unit. The units are expected to be listed on The Nasdaq Global Market (?Nasdaq?) and trade under th |
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| November 1, 2021 |
$110,000,000 Cactus Acquisition Corp. 1 Limited 11,000,000 Units Prospectus Filed pursuant to Rule 424(b)(4) Registration Statement No’s. 333-258042 and 333-260567 $110,000,000 Cactus Acquisition Corp. 1 Limited 11,000,000 Units Cactus Acquisition Corp. 1 Limited is a newly incorporated Cayman Islands exempted company whose purpose is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar bus |
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| October 28, 2021 |
As filed with the Securities and Exchange Commission on October 28, 2021. As filed with the Securities and Exchange Commission on October 28, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cactus Acquisition Corp. 1 Limited (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or orga |
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| October 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cactus Acquisition Corp. 1 Limited (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 4B Cedar B |
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| October 27, 2021 |
Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 CORRESP 1 filename1.htm Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 October 27, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ronald E. Alper Re: Cactus Acquisition Corp. 1 Limited Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-258042 Dear Mr. Alpe |
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| October 27, 2021 |
October 27, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Cactus Acquisition Corp. 1 Limited Registration Statement on Form S-1 Registration No. 333-258042 Ladies and Gentlemen: On October 26, 2021, in accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as the representati |
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| October 27, 2021 |
CORRESP 1 filename1.htm October 27, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Cactus Acquisition Corp. 1 Limited Registration Statement on Form S-1 Registration No. 333-258042 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as the represent |
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| October 27, 2021 |
Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 October 27, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ronald E. Alper Re: Cactus Acquisition Corp. 1 Limited Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-258042 Dear Mr. Alper: On October 26, 2021, |
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| October 26, 2021 |
Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 October 26, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ronald E. Alper Re: Cactus Acquisition Corp. 1 Limited Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-258042 Dear Mr. Alper: Cactus Acquisition Co |
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| October 26, 2021 |
October 26, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Cactus Acquisition Corp. 1 Limited Registration Statement on Form S-1 Registration No. 333-258042 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as the representatives of the several un |
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| October 7, 2021 |
Amended and Restated Memorandum and Articles of Association (2) Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CACTUS ACQUISITION CORP. 1 LIMITED (adopted by Special Resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CACTUS ACQUIS |
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| October 7, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT between CACTUS ACQUISITION CORP. 1 LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent” |
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| October 7, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 10,000,000 Units Cactus Acquisition Corp. 1 Limited UNDERWRITING AGREEMENT New York, New York , 2021 Moelis & Company LLC 399 Park Avenue, 4th Floor New York, NY 10022 Oppenheimer & Co. Inc. 85 Broad St New York, NY 10004 As Co-Representatives of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the |
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| October 7, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR Cactus Acquisition Corp. 1 Limited CERTAIN DEFINITIONS CUSIP [●] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Class A ordin |
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| October 7, 2021 |
As filed with the Securities and Exchange Commission on October 7, 2021. As filed with the Securities and Exchange Commission on October 7, 2021. Registration No. 333-258042 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cactus Acquisition Corp. 1 Limited (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction |
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| October 7, 2021 |
Exhibit 10.1.2 THE PROMISSORY NOTE REFERENCED HEREIN AND AMENDED HEREBY (THE ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THE NOTE WAS ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, |
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| October 7, 2021 |
Exhibit 10.6 FORM OF PRIVATE WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND CACTUS HEALTHCARE MANAGEMENT LP. THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Cactus Healthcare Management LP, a De |
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| October 7, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders. Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), Cactus Healthcare Management LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and any other parties listed on the signature pages hereto |
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| October 7, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Fil |
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| October 7, 2021 |
EX-10.2 9 fs12021a1ex10-2cactusacq1.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, ITS OFFICERS AND DIRECTORS AND CACTUS HEALTHCARE MANAGEMENT LP Exhibit 10.2 , 2021 Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agree |
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| July 20, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 10,000,000 Units Cactus Acquisition Corp. 1 Limited UNDERWRITING AGREEMENT New York, New York , 2021 Moelis & Company LLC 399 Park Avenue, 4th Floor New York, NY 10022 Oppenheimer & Co. Inc. 85 Broad St New York, NY 10004 As Co-Representatives of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the |
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| July 20, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR Cactus Acquisition Corp. 1 Limited CERTAIN DEFINITIONS CUSIP [●] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Class A ordi |
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| July 20, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders. EX-10.4 14 fs12021ex10-4cactusacq1.htm FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), Cactus Healthcare Managem |
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| July 20, 2021 |
Exhibit 10.6 FORM OF PRIVATE WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND CACTUS HEALTHCARE MANAGEMENT LP. THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Cactus Healthcare Management LP, a De |
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| July 20, 2021 |
Memorandum and Articles of Association. Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF CACTUS ACQUISITION CORP. 1 LIMITED Auth Code: H49841961107 www.verify.gov.ky THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF CACTUS ACQUISITION CORP. 1 LIMITED 1 The name of the Company is Cactus Acquisition |
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| July 20, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT between CACTUS ACQUISITION CORP. 1 LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent” |
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| July 20, 2021 |
Form of Amended and Restated Memorandum and Articles of Association. EX-3.2 4 fs12021ex3-2cactusacq1.htm FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CACTUS ACQUISITION CORP. 1 LIMITED (adopted by Special Resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE |
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| July 20, 2021 |
Exhibit 10.5 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (?Agreement?) is made and entered into as of May 14, 2021, by and between Cactus Acquisition Corp 1 Limited, a Cayman Islands exempted company (the ?Company?), and Cactus Healthcare Management L.P., a limited partnership formed under the laws of the State of Delaware (the ?Purchaser?). WHEREAS, the Purchaser desires to purchase an |
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| July 20, 2021 |
Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July [=], 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and [=] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless the |
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| July 20, 2021 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 20, 2021 |
Specimen Class A Ordinary Share Certificate. Exhibit 4.2 NUMBER SHARES CACTUS ACQUISITION CORP. 1 LIMITED INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of CUSIP [?] FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF CACTUS ACQUISITION CORP. 1 LIMITED (THE ?COMPANY?) transferable on the register of members |
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| July 20, 2021 |
Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CACTUS ACQUISITION CORP. 1 LIMITED Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the reg |
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| July 20, 2021 |
S-1 1 fs12021cactusacquisition1.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 20, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cactus Acquisition Corp. 1 Limited (Exact name of registrant as specified in its charter) Cayman Islands 6770 N |
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| July 20, 2021 |
[Cactus Acquisition Corp. 1 Limited] July 20, 2021 [Cactus Acquisition Corp. 1 Limited] July 20, 2021 Securities and Exchange Commission Division of Corporate Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Frank Knapp and Jennifer Monick VIA EDGAR Re: Cactus Acquisition Corp. 1 Limited (the “Company”) Draft Registration Statement on Form S-1 (the “Registration Statement”) Submitted June 15, 2021 C |
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| July 20, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fil |
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| July 20, 2021 |
Exhibit 10.2 , 2021 Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive Cranbury, NJ 08512 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the ?Comp |
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| June 15, 2021 |
WARRANT AGREEMENT CACTUS ACQUISITION CORP. 1 LIMITED CONTINENTAL STOCK TRANSFER & TRUST COMPANY EX-4.4 2 filename2.htm Exhibit 4.4 WARRANT AGREEMENT between CACTUS ACQUISITION CORP. 1 LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant age |
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| June 15, 2021 |
DRS 1 filename1.htm This confidential draft submission is being submitted confidentially to the Securities and Exchange Commission on June 15, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cactus Acquisition Corp. |
