Cactus Acquisition Corp. 1 Limited (CCTS) Form 3 Cactus Acquisition Corp. 1 / Emmanuel Meyer 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^*

Meyer Emmanuel

(Last) (First) (Middle)

143 STATION ROAD

(Street)

HAMPTON X0 TW12 2AL

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2024

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)

X	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)

X	Form filed by One Reporting Person
	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 share	2,529,999	I(1)	See footnote(1)

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
Class B ordinary share	(2)	(2)	Class A ordinary share	1	(2)	I(1)	See footnote(1)

Explanation of Responses:

1. The 2,529,999 Class A ordinary shares and 1 Class B ordinary share reported herein (collectively, the "Shares") are owned directly by EVGI Ltd ("EVGI"). Mr. E. Meyer is the sole director of EVGI and as such, he has voting and investment discretion with respect to the shares held by EVGI. Accordingly, Mr. E. Meyer may be deemed to have beneficial ownership of the Shares held by EVGI. Mr. E. Meyer disclaims any beneficial ownership of the reported Shares other than to the extent of any pecuniary interest he may have therein. The Shares were acquired pursuant to the Purchase Agreement, dated as of February 9, 2024 ("Purchase Agreement"), by and between Cactus Acquisition Corp. I Ltd (the "Issuer"), Cactus Healthcare Management LP, and EVGI. On February 23, 2024, the transactions contemplated by the Purchase Agreement were consummated and EVGI purchased the Shares.

2. The Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the initial business combination of the Issuer or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-258042).

	/s/ Emmanuel Meyer	03/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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