683 Capital Management Form 3 Cactus Acquisition Corp. 1 / Ari Zweiman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

683 Capital Management, LLC

(Last) (First) (Middle)

1700 BROADWAY

SUITE 4200

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2023

3. Issuer Name and Ticker or Trading Symbol
Cactus Acquisition Corp. 1 Ltd [ CCTS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares, par value $0.0001 per share	450,000	I(1)(2)	By 683 Capital Partners, LP
Class B Founders Shares, par value $0.0001 per share	22,500	I(1)(2)	By 683 Capital Partners, LP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Redeemable warrants	(4)	(4)	Class A ordinary shares(3)	225,000	11.5	I(1)(2)	By 683 Capital Partners, LP

1. Name and Address of Reporting Person^*

683 Capital Management, LLC

(Last) (First) (Middle)

1700 BROADWAY

SUITE 4200

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

683 Capital Partners, LP

(Last) (First) (Middle)

C/O 683 CAPITAL GP, LLC

1700 BROADWAY, SUITE 4200

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Zweiman Ari

(Last) (First) (Middle)

C/O 683 CAPITAL MANAGEMENT

1700 BROADWAY, SUITE 4200

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by 683 Capital Management, LLC ("683 Management"), 683 Capital Partners, LP ("683 Partners") and Ari Zweiman (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Represents securities held directly by 683 Partners. 683 Management is the investment manager of 683 Partners. Ari Zweiman is the Managing Member of 683 Management. As a result, each of 683 Management and Ari Zweiman may be deemed to beneficially own the securities held by 683 Partners.

3. Exercise price is subject to adjustment in accordance with its terms.

4. The warrant is exercisable from the date that is thirty (30) days after the first date on which the Issuer completes a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Issuer and one or more businesses (a "Business Combination"), and expires on the earliest to occur (x) the fifth anniversary of the Issuer's initial Business Combination, and (y) the liquidation of the Issuer in accordance with the Issuer's amended and restated memorandum and articles of association, as amended from time to time, if the Issuer fails to complete a Business Combination.

	683 CAPITAL MANAGEMENT, LLC By: /s/ Ari Zweiman Name: Ari Zweiman Title: Managing Member	05/05/2023
	683 CAPITAL PARTNERS, LP By: 683 Capital GP, LLC General Partner By: /s/ Ari Zweiman Name: Ari Zweiman Title: Managing Member	05/05/2023
	By: /s/ Ari Zweiman Name: Ari Zweiman	05/05/2023
	** Signature of Reporting Person	Date
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