UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 24, 2023
CACTUS ACQUISITION CORP. 1 LIMITED
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | | 001-40981 | | N/A |
| (State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
| of incorporation) | | | | Identification No.) |
| 4B Cedar Brook Drive | | |
| Cranbury, New Jersey | | 08512 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(609) 495-2222
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half redeemable warrant | | CCTSU | | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | | CCTS | | The Nasdaq Stock Market LLC |
| Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | | CCTSW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
On October 24, 2023, Cactus Healthcare Management, L.P. (the “Sponsor”), the sponsor of Cactus Acquisition Corp. 1 Limited (the “Company”), voluntarily elected to convert 3,162,499 Class B ordinary shares, par value $0.0001, of the Company (“Class B ordinary shares”) held by it to Class A ordinary shares, par value $0.0001, of the Company (“Class A ordinary shares”) on a one-for-one basis, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, as amended (the “Amended and Restated Articles”) (the “Class B Conversion”).
Upon completion of the Class B Conversion, the number and class of shares of the Company that are issued and outstanding consist of:
| · | 5,422,850 Class A ordinary shares (constituted by 2,260,351 publicly-held Class A ordinary shares and 3,162,499 Sponsor-held founder Class A ordinary shares (i.e., those converted from Class B ordinary shares)); and |
| · | one Class B ordinary share (held by the Sponsor). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CACTUS ACQUISITION CORP. 1 LIMITED |
| | |
| | By: | /s/ Stephen T. Wills |
| | Name: | Stephen T. Wills |
| | Title: | Chief Financial Officer |
Date: October 24, 2023
