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):

November 2, 2023

 

CACTUS ACQUISITION CORP. 1 LTD.

(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 1.01. Entry into a Material Definitive Agreement.

 

Amendment to Trust Agreement

 

On November 2, 2023, upon the shareholders’ approval of the Trust Extension Proposal (as defined and described in Item 5.07 below), Cactus Acquisition Corp. 1 Ltd. (the “Company”) entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated November 2, 2021 and amended on April 20, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to allow the extension of the date by which the Company must consummate its initial business combination from November 2, 2023 to November 2, 2024, or such earlier date as may be determined by the Company’s board of directors (the “Extension”).

 

The foregoing description is qualified in its entirety by reference to the Trust Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 2, 2023, the Company filed an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Articles”) with the Registrar of Companies in the Cayman Islands. The Extension Amendment extends the date by which the Company must consummate its initial business combination from November 2, 2023 to November 2, 2024, or such earlier date as determined by the Company’s board of directors.

 

The foregoing description is qualified in its entirety by reference to the Extension Amendment a copy of which is attached as Exhibit 3.1 hereto and which is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On November 2, 2023, the Company held an extraordinary general meeting of the Company (the “Meeting”). At the Meeting, the Company’s shareholders approved the following proposals: (i) approval, by way of special resolution, of the Extension Amendment to the Amended and Restated Articles, to extend the date by which the Company has to consummate a business combination from November 2, 2023 to November 2, 2024 or such earlier date as may be determined by the Board in its sole discretion (the “Articles Extension Proposal”); and (ii) an amendment to the Company’s Trust Agreement to extend the date by which the Company would be required to consummate a business combination from November 2, 2023 to November 2, 2024, or such earlier date as may be determined by the Board in its sole discretion (the “Trust Extension Proposal”).

 

The affirmative vote of at least two-thirds (2/3) of the ordinary shares of the Company, consisting of the Class A ordinary shares and Class B ordinary shares, voting as a single class, voted at the Meeting was required to approve the Articles Extension Proposal, while the affirmative vote of at least 65% of the outstanding ordinary shares entitled to vote on the Trust Extension Proposal was required to approve that proposal. The requisite majority for each such proposal was achieved at the Meeting.

 

347,980 Class A ordinary shares were redeemed in connection with the vote on the Articles Extension Proposal, resulting in 5,074,871 outstanding ordinary shares following the Meeting, consisting of the following:

 

·

5,074,870 Class A ordinary shares, comprised of:

·

1,912,371 publicly-held Class A ordinary shares; and

·

3,162,499 “founder shares” (Class A ordinary shares that had been converted from Class B ordinary shares held by the Company’s sponsor, Cactus Healthcare Management LP (the “Sponsor”)); and

·

One Class B ordinary share (held by the Sponsor).

 

Set forth below are the final voting results for each of the proposals:

 

Articles Extension Proposal

 

The Articles Extension Proposal was approved by 96.2% of the ordinary shares voted at the Meeting. The voting result of the ordinary shares was as follows:

 

For		Against		Abstain
4,989,139		198,892		0

 

Trust Extension Proposal

 

The Trust Extension Proposal was approved by 92.0% of outstanding ordinary shares entitled to vote on the Trust Extension Proposal. The voting result of the ordinary shares was as follows:

 

For		Against		Abstain
4,989,139		198,892		0

 

Item 8.01. Other Events.

 

Monthly Sponsor Contributions to Trust Account

 

As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on October 30, 2023, following the approval of the Articles Extension Proposal and Trust Extension Proposal by the requisite majorities at the Meeting, the Sponsor will begin funding monthly deposits into the Company’s trust account (each such deposit, a “Contribution”). The Contributions will be made on the 15^th day of each calendar month, beginning in November 2023, and until (but not including) November 2024. Each Contribution will be in an amount equal to 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. The maximum aggregate Contributions over the course of the twelve-month period would be $240,000.

 

Based on the number of publicly-held Class A ordinary shares outstanding following the Meeting, the Company estimates that the Sponsor’s actual monthly Contributions will be $19,123.71 each.

 

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 the Sponsor 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 Amended and Restated Articles. 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Amendments to Articles 49.7 and 49.8 of the Amended and Restated Memorandum and Articles of Association of the Company
10.1		Amendment to Investment Management Trust Agreement, dated as of November 2, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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

 

Date: November 2, 2023

 

 

Exhibit 3.1

 

AMENDMENT

TO THE

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

CACTUS ACQUISITION CORP. 1 LIMITED

 

November 2, 2023

 

RESOLVED, as special resolutions, that:

 

(i) Article 49.7 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

 

“In the event that the Company does not consummate a Business Combination within 36 months from the consummation of the IPO or such earlier date as determined by the Board, or such later time as the Members may approve in accordance with the Articles, the Company shall:

 

(a) cease all operations except for the purpose of winding up;

 

(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and.

 

(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”

 

(ii) Article 49.8 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

 

“In the event that any amendment is made to the Articles:

 

(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or an amendment to these Articles prior thereto or redeem 100 percent of the Public Shares if the Company does not consummate a Business Combination within 36 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles; or

 

(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity,

 

each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

 

Exhibit 10.1

 

AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT

 

THIS AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of November 2, 2023, is made by and between Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

 

WHEREAS, the parties hereto are parties to that certain Investment Management Trust Agreement dated as of November 2, 2021, as amended on April 20, 2023 (the “Trust Agreement”);

 

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account established for the benefit of the Company and the Public Shareholders under the circumstances described therein;

 

WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be changed, amended or modified with the affirmative vote of at least sixty five percent (65%) of the then outstanding Class A ordinary shares and Class B ordinary shares, voting together as a single class;

 

WHEREAS, pursuant to an extraordinary general meeting of the Company held on the date hereof, at least sixty five percent (65%) of the then outstanding Class A Ordinary Shares and Class B ordinary shares, voting together as a single class, voted affirmatively to approve (i) this Amendment Agreement and (ii) a corresponding amendment to the Company’s amended and restated memorandum and articles of association (the “Articles Extension”); and

 

WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein concurrently with the effectiveness of the Articles Extension.

 

NOW THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1. Definitions. Capitalized terms contained in this Amendment Agreement, but not specifically defined herein, shall have the meanings ascribed to such terms in the Trust Agreement.

 

2. Amendments to the Trust Agreement.

 

(a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer or Chairman of the board of directors of the Company (the “Board”), and in the case of Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit B, less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) thirty-six (36) months after the closing of the Offering (or such earlier date as determined by the Board) and (ii) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated and dissolved in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders.”

 

 

(b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated, in the form attached hereto, to implement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

 

3. No Further Amendment. The parties hereto agree that except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of the parties thereto in accordance with its terms. This Amendment Agreement forms an integral and inseparable part of the Trust Agreement. This Amendment Agreement is intended to be in full compliance with the requirements for an amendment to the Trust Agreement as required by Section 6(c) and Section 6(d) of the Trust Agreement, and any defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

 

4. References.

 

(a) All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement; and

 

(b) All references to the “amended and restated memorandum articles of association” in the Trust Agreement shall mean the Company’s amended and restated memorandum articles of association as amended by the Articles Extension.

 

5. Governing Law. This Amendment Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

6. Counterparts. This Amendment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Amendment Agreement by electronic transmission shall constitute valid and sufficient delivery thereof.

 

[Signature Page Follows]

  

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment Agreement as of the date first written above.

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:	/s/ Francis Wolf
	Name: Francis Wolf
	Title: Vice President
CACTUS ACQUISITION CORP. 1 LIMITED
By:	/s/ Stephen T. Wills
	Name: Stephen T. Wills
	Title: Chief Financial Officer

 

 

 

EXHIBIT B

 

 

Cactus Acquisition Corp. 1 Ltd.

4B Cedar Brook Drive

Cranbury, NJ 08512

 

[Insert date]

 

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez

 

Re:

Trust Account — Termination Letter

 

Dear Mr. Wolf and Ms. Gonzalez:

 

Pursuant to Section1(i) of the Investment Management Trust Agreement between Cactus Acquisition Corp. 1 Limited (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 2, 2021, as amended on April 20, 2023 and November 2, 2023 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

 

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [●] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section ‎1(i) of the Trust Agreement.

 

Very truly yours,
Cactus Acquisition Corp. 1 Limited
By:
	Name:
	Title:

 

cc:	Moelis & Company LLC,
	Oppenheimer & Co. Inc.

 

 

v3.23.3

Cover	Nov. 02, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 02, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40981
Entity Registrant Name	CACTUS ACQUISITION CORP. 1 LTD.
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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