Emmanuel Meyer Form 3/A 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)
05/16/2024

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)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
02/23/2024

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	0(1)	I(2)	See footnote(2)
Class A ordinary share	120,000	D(4)

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(1)	(3)	(3)	Class A ordinary share	0	(3)	I(2)	See footnote(2)

Explanation of Responses:

1. This Amendment No. 2 is being filed to reflect the sale of all of the Class A ordinary shares and Class B ordinary share previously held by the EVGI Ltd ("EVGI") to ARWM Pte Limited ("ARWM") upon the closing on May 16, 2024 under the Sponsor Securities Purchase Agreement dated April 29, 2024 among EVGI, ARWM and the Issuer.

2. The 2,359,999 Class A ordinary shares and 1 Class B ordinary previously reported herein (collectively, the "Shares") were owned directly by EVGI. Mr. E. Meyer is the sole director of EVGI and as such, he had voting and investment discretion with respect to the shares held by EVGI.

3. The Class B ordinary share has 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).

4. Mr. Meyer resigned from the board of directors of the Issuer effective on May 16, 2024.

	/s/ Emmanuel Meyer	05/16/2024
	** 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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