CCTSU Cactus Acquisition Corp 1 Limited

 

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 30, 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, NJ		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.

 

Sponsor Contributions and Additional Actions in Connection with Extraordinary General Meeting

 

As previously disclosed, Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Cactus” or the “Company”) has called an extraordinary general meeting of the Company to be held at 9:00 a.m. Eastern Time/3:00 p.m. local (Israel) time on November 2, 2023 (the “Meeting”) for the purpose of considering and voting on, among other proposals, a proposal to approve, by way of special resolution, an amendment to Cactus’ Amended and Restated Memorandum and Articles of Association (the “Articles”) to extend the date by which Cactus has to consummate a business combination (the “Extension”) from November 2, 2023 to November 2, 2024 (the “Extension Date”), or such earlier date as may be determined by Cactus’ board of directors in its sole discretion (the “Articles Extension Proposal”).

 

On October 30, 2023, the Company issued a press release announcing the following additional actions being undertaken in anticipation of the Meeting:

 

Sponsor Contributions to Trust Account

 

If the Extension is approved at the Meeting and implemented, the Company’s sponsor, Cactus Healthcare Management LP (the “Sponsor”) or its designees will deposit into the Company’s trust account as a loan (a “Contribution”, and the Sponsor or its designee making such Contribution, a “Contributor”), on the 15^th day of each calendar month beginning with November 2023, until (but not including) November 2024, the lesser of (x) $20,000 and (y) $0.01 per publicly-held Class A ordinary share multiplied by the number of publicly-held Class A ordinary shares outstanding on such applicable date, for maximum aggregate Contributions over the course of the twelve-month Extension period of $240,000 (each such date on which a Contribution is to be deposited into the Company’s trust account, a “Contribution Date”).

 

If a Contributor fails to make a Contribution by an applicable Contribution Date (subject to a three business day grace period), the Company will liquidate and dissolve as soon as practicable after such date and in accordance with the Company’s Articles. The Contributions will be evidenced by a non-interest bearing, unsecured promissory note and will be repayable by the Company upon consummation of an initial business combination. If the Company does not consummate an initial business combination by the Extension Date, any such promissory notes will be repaid only from funds held outside of the Company’s trust account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of Proposals No. 1 and 2 (which provide for the Extension) at the Meeting and the implementation of the Extension. No Contribution will occur if such proposals are not approved or the Extension is not implemented. If the Company has consummated an initial business combination or announced its intention to wind up prior to any Contribution Date, any undertaking by the Contributors to make Contributions will terminate.

  

Trust Funds Will Not Be Withdrawn to Pay Excise Taxes

 

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. Any redemptions of public shares on or after January 1, 2023, including in connection with the Extension, may be subject to such excise tax. The Company confirms that if the Extension is implemented, it will not withdraw any funds from its trust account, including interest earned on the funds held in the trust account, to pay for the 1% excise tax that may become due under the IR Act.

 

Trust Funds to Be Held in Interest-Bearing Account, if Liquidated

 

If the Extension is implemented and the Company thereafter determines to liquidate the U.S. government treasury obligations or money market funds held in the Company’s trust account, the Company intends to maintain the funds in the trust account in cash in an interest-bearing demand deposit account at a national bank. Interest on such deposit account currently yields approximately 5.25% per annum, but such deposit account carries a variable rate and the Company cannot assure investors that such rate will not decrease or increase significantly.

  

 

Forward Looking Statements 

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the approval of certain proposals at the Meeting, implementation of the Extension or any Contributions to the trust account, any excise tax liabilities of the Company under the IR Act, liquidation of any securities held in the trust account, placement of funds held in the trust account in an interest-bearing demand deposit account being permitted by the trustee of the trust account or current or future interest rates on funds held in the trust account. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the definitive proxy statement related to the Meeting filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 27, 2023 (the “Definitive Proxy Statement”), the Company’s most recent Annual Report on Form 10-K and other documents filed by the Company with the SEC. Copies of such filings are available at the SEC’s website at www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

  

Additional Information and Where to Find It 

 

Further information related to attendance, voting and the proposals to be considered and voted on at the Meeting is provided in the Definitive Proxy Statement, which has been mailed to the Company’s shareholders of record as of the record date for the Meeting (October 19, 2023). Investors and security holders of the Company are advised to read the Definitive Proxy Statement because it contains important information about the Meeting and the Company. Investors and security holders of the Company may also obtain a copy of the Definitive Proxy Statement, as well as other relevant documents that have been or will be filed by the Company with the SEC, without charge and once available, at the SEC’s website at www.sec.gov or by directing a request to: Stephen T. Wills, Chief Financial Officer, c/o Cactus Acquisition Corp. 1 Limited, 4B Cedar Brook Drive, Cranbury, NJ 08512, email: swills@cactususac1.com; telephone: (609) 495-2222. 

 

Participants in the Solicitation 

 

The Company and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the proposals to be considered and voted on at the Meeting. Information concerning the interests of the directors and executive officers of the Company is set forth in the Definitive Proxy Statement, which may be obtained free of charge from the sources indicated above.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Press release, dated October 30, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 30, 2023

 

CACTUS ACQUISITION CORP. 1 LIMITED

 

	By:	/s/ Stephen T. Wills
	Name:	Stephen T. Wills
	Title:	Chief Financial Officer

 

 

3

 

Exhibit 99.1

 

 

CACTUS ACQUISITION CORP. 1 LIMITED ANNOUNCES CONTRIBUTIONS TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION

 

Cranbury, New Jersey, Oct. 30, 2023 (GLOBE NEWSWIRE) -- Cactus Acquisition Corp. 1 Limited (Nasdaq: CCTS) (the “Company”) today announced several actions being undertaken in anticipation of the previously announced extraordinary general meeting of the Company to be held at 9:00 a.m. Eastern Time/ 3:00 p.m. local (Israeli) time on November 2, 2023 (the “Meeting”) for the purpose of considering and voting on, among other proposals, a proposal to extend the date by which the Company must consummate an initial business combination (the “Extension”) from November 2, 2023 (the “Existing Termination Date”) to November 2, 2024 or such earlier date as may be determined by the Company’s board of directors (such later date, the “Extended Termination Date”).

 

Sponsor Contributions to Trust Account

 

If the Extension is approved at the Meeting and implemented, the Company’s sponsor, Cactus Healthcare Management LP (the “Sponsor”), or its designees will deposit into the Company’s trust account the lesser of (x) $20,000 and (y) $0.01 per public share multiplied by the number of public shares outstanding on such applicable date, as a loan (a “Contribution”, and the Sponsor or its designee making such Contribution, a “Contributor”), on November 15, 2023 and on the 15th day of each subsequent calendar month until (but excluding) November 2024 (each such date, a “Contribution Date”). The Company has not asked the Sponsor to reserve for, nor has the Company independently verified whether the Sponsor will have sufficient funds to satisfy, any such Contributions.

 

If a Contributor fails to make a Contribution by an applicable Contribution Date (subject to a three business day grace period), the Company will liquidate and dissolve as soon as practicable after such date and in accordance with the Company’s amended and restated memorandum and articles of association (the “Articles”). The Contributions will be evidenced by a non-interest bearing, unsecured promissory note and will be repayable by the Company upon consummation of an initial business combination. If the Company does not consummate an initial business combination by the Extended Termination Date, such promissory note will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the proposals related to the Extension at the Meeting and the implementation of the Extension. No Contribution will occur if such proposals are not approved or the Extension is not implemented. If the Company has consummated an initial business combination or announced its intention to wind up prior to any Contribution Date, any undertaking to make Contributions will terminate.

 

Trust Funds Will Not Be Withdrawn to Pay Excise Taxes

 

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. Any redemptions of public shares on or after January 1, 2023, including in connection with the Extension, may be subject to such excise tax. The Company confirms that if the Extension is implemented, it will not withdraw any funds from the trust account, including interest earned on the funds held in the trust account, to pay for the 1% excise tax that may become due under the IR Act.

 

 

Trust Funds to Be Held in Interest-Bearing Account, if Liquidated

 

If the Extension is implemented and the Company thereafter determines to liquidate the U.S. government treasury obligations or money market funds held in the trust account, the Company intends to maintain the funds in the trust account in cash in an interest-bearing demand deposit account at a national bank. Interest on such deposit account is currently expected to yield approximately 5.25% per annum, but such deposit account carries a variable rate and the Company cannot assure investors that such rate will not decrease or increase significantly.

 

About Cactus Acquisition Corp. 1 Limited

 

Cactus Acquisition Corp. I Limited is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Although the Company’s search for a target business is not limited to a particular industry or geographic region, it has focused on pursuing business combinations with Israel-related technology-based healthcare companies. The Company is led by Nachum (Homi) Shamir, Chairman of the Board, Ofer Gonen, CEO, and Stephen T. Wills, CFO.

 

Forward Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the approval of certain proposals at the Meeting, implementation of the Extension or any Contributions to the trust account, any excise tax liabilities of the Company under the IR Act, liquidation of any securities held in the trust account, placement of funds held in the trust account in an interest-bearing demand deposit account being permitted by the trustee of the trust account or current or future interest rates on funds held in the trust account. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the definitive proxy statement related to the Meeting filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 27, 2023 (the “Definitive Proxy Statement”), the Company’s most recent Annual Report on Form 10-K and other documents filed with the SEC. Copies of such filings are available on the SEC’s website at www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

 

 

Additional Information and Where to Find It

 

Further information related to attendance, voting and the proposals to be considered and voted on at the Meeting is described in the Definitive Proxy Statement, which has been mailed to the Company’s shareholders of record as of the record date for the Meeting. Investors and security holders of the Company are advised to read the Definitive Proxy Statement because it contains important information about the Meeting and the Company. Investors and security holders of the Company may also obtain a copy of the Definitive Proxy Statement, as well as other relevant documents that have been or will be filed by the Company with the SEC, without charge and once available, at the SEC’s website at www.sec.gov or by directing a request to: 

 

Cactus Acquisition Corp. 1 Limited
4B Cedar Brook Drive

Cranbury, NJ 08512
Attention: Stephen T. Wills

Telephone: 609-495-2222

Email: swills@cactusac1.com

 

Participants in the Solicitation

 

The Company and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the proposals to be considered and voted on at the Meeting. Information concerning the interests of the directors and executive officers of the Company is set forth in the Definitive Proxy Statement, which may be obtained free of charge from the source indicated above.

 

Contacts

 

Stephen T. Wills, Chief Financial Officer

email: swills@cactususac1.com

 

Source: Cactus Acquisition Corp. 1 Limited

 

 

3

v3.23.3

Cover	Oct. 30, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 30, 2023
Entity File Number	001-40981
Entity Registrant Name	CACTUS ACQUISITION CORP. 1 LIMITED
Entity Central Index Key	0001865861
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share and one-half redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half redeemable warrant
Trading Symbol	CCTSU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CCTS
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	CCTSW
Security Exchange Name	NASDAQ

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