ITEM 1(a). | NAME OF ISSUER: Cactus Acquisition Corp. 1 Ltd |
ITEM 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 4B Cedar Brook Drive, Cranbury, NJ 08512 |
ITEM 2(a). | NAME OF PERSON FILING: 683 Capital Management, LLC 683 Capital Partners, LP Ari Zweiman |
ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The principal business address for each of the Reporting Persons is 1700 Broadway, Suite 4200, New York, NY 10019. |
ITEM 2(c). | CITIZENSHIP: 683 Capital Management, LLC is a Delaware limited liability company. 683 Capital Partners, LP is a Delaware limited partnership. Ari Zweiman is a citizen of the United States.
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ITEM 2(d). | TITLE OF CLASS OF SECURITIES: Common Stock, $0.0001 par value |
ITEM 2(e). | CUSIP NUMBER: G1745A108 |
ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: |
(a) [ ] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); |
(b) [ ] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) [ ] | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) [ ] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
(e) [ ] | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
(f) [ ] | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
(g) [ ] | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
(h) [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) [ ] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) [ ] | A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); |
(k) [ ] | Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: |
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ITEM 4. | OWNERSHIP |
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(a) Amount beneficially owned: |
As of February 14, 2024, 683 Capital Partners, LP beneficially owned 450,000 Common Shares.
683 Capital Management, LLC, as the investment manager of 683 Capital Partners, LP, may be deemed to have beneficially owned the 450,000 Common Shares beneficially owned by 683 Capital Partners, LP.
Ari Zweiman, as the Managing Member of 683 Capital Management, LLC, may be deemed to have beneficially owned the 450,000 Common Shares beneficially owned by 683 Capital Management, LLC. |
(b) Percent of class: |
The following percentage is based on 5,074,870 Common Shares outstanding as of November 14, 2023, as disclosed in the Issuers Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023.
As of February 14, 2024, the Reporting Persons may be deemed to have beneficially owned approximately 8.9% of the outstanding Common Shares. |
(c) Number of shares as to which the person has: |
(i) sole power to vote or to direct the vote: |
See Cover Pages Items 5-9. |
(ii) shared power to vote or to direct the vote: |
See Cover Pages Items 5-9. |
(iii) sole power to dispose or direct the disposition of: |
See Cover Pages Items 5-9. |
(iv) shared power to dispose or to direct the disposition of: |
See Cover Pages Items 5-9. |
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. |
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not applicable. |
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable. |
ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: See Exhibit A. |
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: Not applicable. |
ITEM 10. | CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |