Cactus Acquisition Corp. 1 (CCTSF) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Document Information Line Items
Entity Registrant Name	Cactus Acquisition Corp. 1 Ltd
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001865861
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40981
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	4B Cedar Brook Drive
Entity Address, City or Town	Cranbury
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08512
City Area Code	(609)
Local Phone Number	495-2222
Entity Interactive Data Current	Yes
Class A ordinary shares, par value $0.0001 per share
Document Information Line Items
Trading Symbol	CCTS
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Document Information Line Items
Trading Symbol	CCTSW
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Security Exchange Name	NASDAQ
Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Document Information Line Items
Trading Symbol	CCTSU
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Security Exchange Name	NASDAQ
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		2,464,529
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		3,162,500

Unaudited Condensed Balance She

Unaudited Condensed Balance Sheets - USD ($) $ in Thousands		Mar. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents		$ 118	$ 243
Prepaid expenses		193	275
TOTAL CURRENT ASSETS		311	518
NON-CURRENT ASSETS:
Prepaid expenses
Cash held in trust account		132,282	130,893
TOTAL ASSETS		132,593	131,411
CURRENT LIABILITIES:
Accrued expenses and other liabilities		245	130
Related Party		12	12
TOTAL CURRENT LIABILITIES		257	142
LONG TERM LIABILITIES -
Underwriter’s deferred compensation		4,428	4,428
TOTAL LIABILITIES		4,685	4,570
COMMITMENTS AND CONTINGENCIES
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION:12,650,000 shares at March 31, 2023, at a redemption value of $10.46 per share and at December 31, 2022, at a redemption value of $10.35 per share		132,282	130,893
CAPITAL DEFICIENCY:
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, no shares issued and outstanding
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 3,162,500 issued and outstanding	[1]
Preference Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding
Accumulated deficit		(4,374)	(4,052)
TOTAL CAPITAL DEFICIENCY		(4,374)	(4,052)
TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY)		$ 132,593	$ 131,411
[1]Represents an amount less than 1 thousand US Dollars

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption shares	12,650,000
Ordinary shares subject to possible redemption value per share (in Dollars per share)	$ 10.46	$ 10.35
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	500,000,000	500,000,000
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	50,000,000	50,000,000
Ordinary shares, shares issued	3,162,500	3,162,500
Ordinary shares, shares outstanding	3,162,500	3,162,500

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT	$ 1,389	$ 12
OPERATING EXPENSES	(322)	(268)
NET EARNINGS (LOSS) FOR THE PERIOD	$ 1,067	$ (256)
Class A Ordinary Shares
WEIGHTED AVERAGE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	12,650,000	12,650,000
BASIC EARNINGS (LOSS) PER SHARE	$ 0.09	$ (0.02)
Class B Ordinary Shares
BASIC EARNINGS (LOSS) PER SHARE	$ (0.02)	$ (0.02)
WEIGHTED AVERAGE OF CLASS B ORDINARY SHARES OUTSTANDING	3,162,500	3,162,500

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class A Ordinary Shares
DILUTED LOSS PER SHARE	$ 0.09	$ (0.02)
Class B Ordinary Shares
DILUTED LOSS PER SHARE	$ (0.02)	$ (0.02)

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Changes in Capital Deficiency - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2023	Mar. 31, 2022
Ordinary shares
Balance	[1]
Balance (in Shares)		3,162,500	3,162,500
Accretion of Class A common stock subject to redemption amount as of March 31, 2023
Net earnings (loss) for the period
Balance	[1]
Balance (in Shares)		3,162,500	3,162,500
Additional Paid-in Capital
Balance		$ (4,052)	$ (3,083)
Accretion of Class A common stock subject to redemption amount as of March 31, 2023		(1,389)
Net earnings (loss) for the period		1,067	(256)
Balance		(4,374)	(3,339)
Accumulated Deficit
Balance		(4,052)	(3,083)
Accretion of Class A common stock subject to redemption amount as of March 31, 2023		(1,389)
Net earnings (loss) for the period		1,067	(256)
Balance		$ (4,374)	$ (3,339)
[1]Represents an amount less than 1 thousand US Dollars

Unaudited Condensed Statement_4

Unaudited Condensed Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) for the period	$ 1,067	$ (256)
Changes in operating assets and liabilities:
Decrease in prepaid expenses	82	82
Increase (decrease) in accrued expenses	115	(51)
Net cash provided by (used in) operating activities	1,264	(225)
NET CHANGE IN CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT	1,264	(225)
CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT BEGINNING OF THE PERIOD	131,136	130,007
CASH, CASH EQUIVALENTS AND CASH HELD IN A TRUST ACCOUNT AT END OF THE PERIOD	132,400	129,782
RECONCILIATION OF CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT:
Cash and cash equivalents	118	738
Cash held in trust account	132,282	129,044
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD	$ 132,400	$ 129,782

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2023
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: a. Organization and General Cactus Acquisition Corp. 1 Limited (hereafter – the Company) is a blank check company, incorporated on April 19, 2021 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination). Although the Company is not limited to a particular industry or geographic region for the purpose of consummating a Business Combination, the Company intends to focus its search on Israeli technology-based life science businesses or industries, that are domiciled in Israel, that carry out all or a substantial portion of their activities in Israel, or that have some other significant Israeli connection. The Company is an early stage and an emerging growth company, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity for the period from inception through March 31, 2023 relates to the Company’s formation, its initial public offering (the “Public offering”) described below and its search for a target company. The Company generates interest income on proceeds held in the trust account derived from the Public Offering and the private placement (as defined below in Note 3). b. Sponsor and Financing The Company’s sponsor is Cactus Healthcare Management, L.P., a Delaware limited partnership (the “Sponsor”). The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on October 28, 2021. The initial stage of the Company’s Public Offering— the sale of 12,650,000 Units — closed on November 2, 2021. Upon that closing $129.03 million was placed in a trust account (the “Trust Account”) (see also note 1(c) below). Out of the $129.03 million placed in the trust account, the Company raised a total of $126.5 million, inclusive of the exercise of the over-allotment option and an additional $2.53 million were invested by the Company’s Sponsor for the benefit of the Public to preserve a redemption value of $10.20. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement. c. The Trust Account The proceeds held in the Trust Account are invested in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $1.00. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering held outside the Trust Account. d. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000 thousand following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern On April 20, 2023 the Company extended the date by which the Company has to consummate an Initial Business Combination from May 2, 2023 to November 2, 2023 (hereafter – the Mandatory Liquidation Date).. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete an Initial Business Combination before the Mandatory Liquidation Date. Concurrently, in order to finance the requested extension and continued operations, the Company requested that the $450 thousand promissory note (see note 6) with the Sponsors be funded. The Company drew down $250 thousand of the $450 thousand in May 2023. However, there can be no assurance that the Company will be able to consummate any business combination ahead of the Mandatory Liquidation Date, nor that they will be able to raise sufficient funds to complete an Initial Business Combination. These matters raise substantial doubt about the Company’s ability to continue as a going concern, for the subsequent twelve months following the issuance date of these financial statements. No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company fail to obtain financial support in its search for an Initial Business Combination, nor if it is required to liquidate after the Mandatory Liquidation Date. f. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Significant Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (hereafter – U.S. GAAP) and the regulations of the Securities Exchange Commission (hereafter – SEC). The significant accounting policies used in the preparation of the financial statements are as follows: Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Certain disclosures included in the financial statements as of, and for the year ended, December 31, 2022, have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements. The accounting policies applied in the preparation of the unaudited condensed financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2022.

Public Offering

Public Offering	3 Months Ended
	Mar. 31, 2023
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 3 - PUBLIC OFFERING In the Initial Public Offering, the Company issued and sold 12,650,000 units at an offering price of $10.00 per unit (the “Units”). The Sponsor purchased an aggregate of 4,866,667 Private Warrants (as defined below) at a price of $1.50 per Private Warrant, approximately $7,300,000 in the aggregate. Each Unit consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share (each, a “Warrant” and, collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants will trade. Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation. Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. The Warrants sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that: (1) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the initial business combination; (2) they (including the ordinary shares issuable upon exercise of these warrants) are not registered but are entitled to registration rights; and (3) prior to being sold in the open market or transferred into “street name”, they are not redeemable by the Company. The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering, or $2,530 thousand, in the aggregate, to the underwriters at the closings of the Public Offering. Refer to Note 6 for more information regarding an additional fee payable to the underwriters upon the consummation of an Initial Business Combination.

Capital Deficiency

Capital Deficiency	3 Months Ended
	Mar. 31, 2023
Capital Deficiency [Abstract]
CAPITAL DEFICIENCY	NOTE 4 - CAPITAL DEFICIENCY: a. Ordinary Shares Class A ordinary shares The Company is authorized to issue up to 500,000,000 Class A ordinary shares of $0.0001 par value each. See Note 3 above for further information regarding those share issuances. As of March 31, 2023, the Company had 12,650,000 Class A ordinary shares outstanding. On April 20, 2023, in connection with the extension of the date by which the Company must consummate its initial business combination from May 2, 2023 to November 2, 2023, or such earlier date as may be determined by the Company’s board of directors (the “Extension”), 10,185,471 Class A ordinary shares were redeemed, resulting in 2,264, 529 Class B ordinary shares The Company is authorized to issue up to 50,000,000 Class B ordinary shares of $0.0001 par value each. On May 14, 2022 the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor. In October 2022, the Company effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the Sponsor and the Company’s directors. Class B ordinary shares are convertible into Class A ordinary shares, on a one-to-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the business combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial business combination. As of March 31, 2023, the Company had 3,162,500 Class B ordinary shares outstanding. See Note 8 b. Preference shares The Company is authorized to issue up to 5,000,000 Preference Shares of $0.0001 par value each. As of March 31, 2023, the Company has no

Loss Per Share

Loss Per Share	3 Months Ended
	Mar. 31, 2023
Loss Per Share [Abstract]
LOSS PER SHARE	NOTE 5 LOSS PER SHARE: a. Basic As of March 31, 2023 and 2022, the Company had two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. In order to determine the net loss attributable to each class, the Company first considered the total earnings (loss) allocable to both sets of shares. This is calculated using the total earnings (loss) less any Interest Earned on Investments Held in Trust Account. The accretion to redemption value of the Class A ordinary shares subject to possible redemption is fully allocated to the Class A ordinary shares subject to redemption. Three months ended 2023 2022 U.S. dollars in thousands (except share data) Net earnings (loss) for the period 1,067 (256 ) Less - interest earned on marketable securities held in trust account (1,389 ) (12 ) Net loss excluding interest (322 ) (268 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest (258 ) (215 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) 1,389 - 1,131 (215 ) Denominator: Weighted average of class A ordinary shares subject to 12,650,000 12,650,000 Basic and diluted earnings per Class A ordinary share subject to possible redemption 0.09 (0.02 ) Class B ordinary shares: Numerator: Net loss excluding interest (64 ) (53 ) Accretion - - (64 ) (53 ) Denominator: Weighted average of Class B ordinary shares outstanding 3,162,500 3,162,500 Basic and diluted loss per Class B ordinary share (0.02 ) (0.02 ) b. Diluted As of March 31, 2023, the Company did not have any dilutive securities or any other contracts which could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 - RELATED PARTY TRANSACTIONS: Issuance of shares In May 2021, the Company’s sponsor purchased 2,875,000 founders shares from the Company for an aggregate purchase price of $25 thousand, or approximately $0.009 per share. In October 2021, the Company effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the Sponsor and the Company’s directors. For warrants purchased by the sponsor at the Initial Public Offering see note 3. Administrative Services Agreement On May 21, 2021, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the IPO and will continue until the earlier of (i) the consummation of the Company’s initial Business Combination, or (ii) the Company’s liquidation . Promissory note On March 16, 2022, the Company signed a convertible promissory note under which it can borrow up to a $450 thousand principal amount from nine members ($150 thousand each) of the Sponsor or its registered assigns or successors in interest (the “Payee”). The Company shall draw amounts to finance costs and expenses related to its Business Combination. The promissory note bears no interest and is payable on the earlier of (i) the date on which the Company ceases operations for the purpose of winding up, or (ii) the date on which the Company consummates a Business Combination. In lieu of repayment by the Company, the Payee may elect at least five days prior to the Maturity Date to convert, on the Maturity Date, any unpaid principal amounts outstanding hereunder into warrants to purchase Class A ordinary shares, par value $0.0001 of the Company, at a conversion price of $1.50 per warrant. Each such warrant will have an exercise price of $11.50 per underlying share of the Company and will otherwise be identical to the private warrants sold by the Company to the Sponsor concurrently with the Company’s initial public offering. See Note 1 e. for further information. In March 2023, the Company requested of the Sponsor that the $450 thousand promissory note be funded. The Company drew down $250 thousand of the $450 thousand note in May 2023.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 - COMMITMENTS AND CONTINGENCIES Underwriters’ Deferred Compensation Under the Underwriting Agreement, the Company shall pay an additional fee (the “Deferred Underwriting Compensation”) of 3.5% ($4,428 thousand) of the gross proceeds of the Public Offering. payable upon the Company’s completion of the initial Business Combination. The Deferred Underwriting Compensation will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination. The Underwriting Compensation has been recorded as a deferred liability on the balance sheet as of March 31, 2023 as management has deemed the consummation of a Business Combination to be probable.

Subsequent Event

Subsequent Event	3 Months Ended
	Mar. 31, 2023
Subsequent Event [Abstract]
SUBSEQUENT EVENTS	NOTE 8 - SUBSEQUENT EVENTS On April 20, 2023, the Company held an extraordinary general meeting in lieu of its 2023 annual general meeting (‘Meeting”). In connection with the Meeting, the Company and its Sponsor (see Note 1 b.), entered into non-redemption agreements (the “NRAs”) with several unaffiliated third parties (“Non-Redeeming Shareholders”). Pursuant to the NRAs, the Non-Redeeming Shareholders agreed not to redeem an aggregate of 2,000,000 Class A ordinary shares of the Company related to the shareholder vote on the Extension Amendment Proposal (“Extension”), to extend the date by which the Company has to consummate a business combination from May 2, 2023 to November 2, 2023. In exchange for the foregoing commitment, the Sponsor agreed to transfer an aggregate of 100,000 Class B ordinary shares of the Company held by the Sponsor to the Non-Redeeming Shareholders immediately following, and subject to, consummation of an initial business combination. The number of Class B ordinary shares transferable by the Sponsor to the Non-Redeeming Shareholders is subject to potential increase if the number of Class A ordinary shares that are not redeemed in connection with the Meeting exceeds 2,000,000. Since 2,464,528 Class A ordinary shares were not redeemed, an additional 30,000 Class B ordinary shares are due to the Non-Redeeming Shareholders. The transfer of the Class B ordinary shares to the Non-Redeeming Shareholders is furthermore conditioned upon Cactus’ fulfilling the continued or initial listing requirements for listing on the Nasdaq Global Market following the Meeting. At the Meeting, the Company’s shareholders approved the Extension Amendment Proposal. 10,185,471 Class A ordinary shares were redeemed in connection with the Extension, resulting in 2,464,529 Class A ordinary shares outstanding. Accordingly, on May 1, 2023, $106,733,855 was distributed from the Trust Account (see Note 1 c.) to the shareholders who redeemed their shares. In addition, in connection with the shareholders’ approval of the Extension, the Sponsor and the Company committed to contribute up to $240,000 to the Company’s Trust Account, consisting of $40,000 on or before May 2, 2023, and $40,000 on or before the 2nd day of each subsequent calendar month until (but excluding) November 2, 2023 or such earlier date on which (a) the Company’s board of directors determines to liquidate the Company or (b) an initial business combination is completed. These contributions will be funded from the $450 thousand Promissory Note (see Note 6).

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Certain disclosures included in the financial statements as of, and for the year ended, December 31, 2022, have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements. The accounting policies applied in the preparation of the unaudited condensed financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2022.

Loss Per Share (Tables)

Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2023
Loss Per Share [Abstract]
Schedule of weighted average number of shares issued outstanding	Three months ended 2023 2022 U.S. dollars in thousands (except share data) Net earnings (loss) for the period 1,067 (256 ) Less - interest earned on marketable securities held in trust account (1,389 ) (12 ) Net loss excluding interest (322 ) (268 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest (258 ) (215 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) 1,389 - 1,131 (215 ) Denominator: Weighted average of class A ordinary shares subject to 12,650,000 12,650,000 Basic and diluted earnings per Class A ordinary share subject to possible redemption 0.09 (0.02 ) Class B ordinary shares: Numerator: Net loss excluding interest (64 ) (53 ) Accretion - - (64 ) (53 ) Denominator: Weighted average of Class B ordinary shares outstanding 3,162,500 3,162,500 Basic and diluted loss per Class B ordinary share (0.02 ) (0.02 )

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
	Nov. 02, 2021	May 31, 2023	Mar. 31, 2023
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)	12,650,000
Amount placed in trust account			$ 129,030
Total raised value			126,500
Additional invested amount			$ 2,530
Redemption value (in Dollars per share)			$ 10.2
Net asset value (in Dollars per share)			$ 1
Promissory note			$ 450
Withdrawn			250
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Amount placed in trust account			129,030
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Net tangible assets			$ 5,000
Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Withdrawn		$ 450
Series of Individually Immaterial Business Acquisitions [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial business combination percentage			80%

Public Offering (Details)

Public Offering (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Public Offering (Details) [Line Items]
Issued and sold units (in Shares) | shares	12,650,000
Sponsor aggregate an purchased (in Shares) | shares	4,866,667
Price per warrant	$ 0.01
Aggregate amount (in Dollars) | $	$ 7,300,000
Exceeds price per share (in Shares) | shares	18
Underwriters of public offering (in Dollars) | $	$ 2,530,000
IPO [Member]
Public Offering (Details) [Line Items]
Price per units	$ 10
Underwriting commission percentage	2%
Private Warrants [Member]
Public Offering (Details) [Line Items]
Price per warrant	$ 1.5
Warrant [Member]
Public Offering (Details) [Line Items]
Price per share	$ 11.5
Class A Ordinary Share [Member]
Public Offering (Details) [Line Items]
Class A ordinary share, par value (in Dollars) | $	$ 0.0001
Business Combination [Member]
Public Offering (Details) [Line Items]
Business Combination, description	Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation.

Capital Deficiency (Details)

Capital Deficiency (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended
	May 14, 2022	Apr. 20, 2023	Oct. 31, 2021	Mar. 31, 2023	Dec. 31, 2022
Capital Deficiency (Details) [Line Items]
Ordinary shares redeemed				10,185,471
Ordinary shares, par value (in Dollars per share)	$ 0.0001
Consideration amount (in Dollars)	$ 25
Share dividend of founder shares outstanding (in Dollars per share)			$ 0.1
Aggregate of founder shares outstanding			3,162,500
Preferred share, shares authorized				5,000,000	5,000,000
Preference shares, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Preference shares, shares issued
Preference shares, shares outstanding
Subsequent Event [Member]
Capital Deficiency (Details) [Line Items]
Ordinary shares redeemed		10,185,471
Class A Ordinary Shares [Member]
Capital Deficiency (Details) [Line Items]
Ordinary shares, authorized				500,000,000
Ordinary shares, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Ordinary shares, shares outstanding				12,650,000
Ordinary shares, shares outstanding
Ordinary shares, authorized				500,000,000	500,000,000
Class A Ordinary Shares [Member] | Subsequent Event [Member]
Capital Deficiency (Details) [Line Items]
Ordinary shares, shares outstanding		2,264,529
Class B Ordinary Shares [Member]
Capital Deficiency (Details) [Line Items]
Ordinary shares, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Ordinary shares, shares outstanding				3,162,500	3,162,500
Ordinary shares, authorized				50,000,000	50,000,000
Ordinary share, shares issued				2,875,000

Loss Per Share (Details) - Sche

Loss Per Share (Details) - Schedule of weighted average number of shares issued outstanding - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Loss Per Share (Details) - Schedule of weighted average number of shares issued outstanding [Line Items]
Net earnings (loss) for the period	$ 1,067	$ (256)
Less - interest earned on marketable securities held in trust account	(1,389)	(12)
Net loss excluding interest	$ (322)	$ (268)
Numerator:
Net loss excluding interest	(258)	(215)
Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”)	1,389
Total	1,131	(215)
Numerator:
Net loss excluding interest	(64)	(53)
Accretion
Total	$ (64)	$ (53)
Class A ordinary shares [Member]
Denominator:
Weighted average of class A ordinary shares subject to possible redemption	12,650,000	12,650,000
Basic earnings per share subject to possible redemption	$ 0.09	$ (0.02)
Denominator:
Basic loss per share	0.09	(0.02)
Class B ordinary shares [Member]
Denominator:
Weighted average of Class B ordinary shares outstanding	3,162,500	3,162,500
Basic loss per share	$ (0.02)	$ (0.02)

Loss Per Share (Details) - Sc_2

Loss Per Share (Details) - Schedule of weighted average number of shares issued outstanding (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class A ordinary shares [Member]
Loss Per Share (Details) - Schedule of weighted average number of shares issued outstanding (Parentheticals) [Line Items]
Diluted earnings per share subject to possible redemption	$ 0.09	$ (0.02)
Diluted loss per share	0.09	(0.02)
Class B ordinary shares [Member]
Loss Per Share (Details) - Schedule of weighted average number of shares issued outstanding (Parentheticals) [Line Items]
Diluted loss per share	$ (0.02)	$ (0.02)

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended			3 Months Ended
	Mar. 16, 2022	Oct. 01, 2021	May 21, 2021	May 31, 2023	Oct. 31, 2021	May 31, 2021	Mar. 31, 2023
Related Party Transactions (Details) [Line Items]
Aggregate of founder shares outstanding (in Shares)					3,162,500
Office space, utilities and other administrative expenses			$ 10
Principal amount	$ 450
Conversion price per warrant (in Dollars per share)	$ 1.5
Exercise price (in Dollars per share)	11.5
Promissory note							$ 450
Withdrawal							250
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Founders shares (in Shares)						2,875,000
Aggregate purchase price						$ 25
Price per share (in Dollars per share)						$ 0.009
Stock share dividend (in Dollars per share)		$ 0.1
Aggregate of founder shares outstanding (in Shares)		3,162,500
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Ordinary shares, par value (in Dollars per share)	$ 0.0001
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Principal amount	$ 150
Withdrawal				$ 450			$ 250

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Deferred underwriting percentage	3.50%
Gross proceeds	$ 4,428

Subsequent Event (Details)

Subsequent Event (Details) - USD ($)	1 Months Ended	3 Months Ended
	Apr. 20, 2023	Mar. 31, 2023	Nov. 02, 2023	May 02, 2023	May 01, 2023
Subsequent Event (Details) [Line Items]
Redeemed shares		10,185,471
Trust Account (in Dollars)		$ 240,000
Convertible promissory note principal amount (in Dollars)		$ 450,000
Subsequent Event [Member]
Subsequent Event (Details) [Line Items]
Redeemed shares	10,185,471
Trust Account (in Dollars)			$ 40,000	$ 40,000	$ 106,733,855
Class A Ordinary Shares [Member]
Subsequent Event (Details) [Line Items]
Aggregate not to redeem shares		2,000,000
Non-Redeeming Shares		2,464,528
Ordinary share, shares outstanding		2,464,529
Class A Ordinary Shares [Member] | Subsequent Event [Member]
Subsequent Event (Details) [Line Items]
Aggregate not to redeem shares	2,000,000
Class B Ordinary Shares [Member]
Subsequent Event (Details) [Line Items]
Aggregate shares		100,000
Non-Redeeming Shares		30,000