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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
October
27, 2026
Date
of Report (Date of earliest event reported)
Cactus
Acquisition Corp. 1 Ltd.
(Exact
Name of Registrant as Specified in its Charter)
| Cayman
Islands |
|
001-40981 |
|
N/A
00-0000000 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
11
Deer Park Drive, Suite 204
Monmouth
Junction, New Jersey |
|
08852 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (919) 699 9827
N/A
(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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 |
|
CTSUF |
|
N/A |
| Class
A ordinary shares, par value $0.0001 per share |
|
CCTSF |
|
N/A |
| Redeemable
warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
CTSUF |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
5.07. Submission of Matters to a Vote of Security Holders.
Cactus
Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Cactus” or the “Company”)
held an extraordinary general meeting in lieu of an annual general meeting of the Company (the “Meeting”) on
October 27, 2026 at 9:00 a.m. Eastern Time at the offices of Loeb & Loeb LLP, 345 Park Ave, New York, New York, 10154, and via live
webcast.
There
were 3,214,738 Class A ordinary shares par value $0.0001 per share and 1 Class B ordinary Share par value $0.0001 per share (together,
the “Ordinary Shares”) for a total of 3,214,739 Ordinary Shares issued and outstanding on the record date,
September 30, 2026. There were 3,202,406 Ordinary Shares present at said meeting in person or represented by proxy, which is 99.62% of
the total outstanding shares, thereby constituting a quorum. Summarized below are the results of the matters voted on at the Meeting.
Articles
Amendment
Shareholders
approved the proposal to approve, by way of special resolution, an amendment (the “Amendment”) to the Company’s
amended and restated memorandum and articles of association, to extend the date by which the Company would be permitted to consummate
an initial business combination from November 2, 2026 to November 2, 2027, as well as to permit the Company’s board of directors,
in its sole discretion, to elect to wind up the Company’s operations on an earlier date.
Adoption
of the Articles Extension Proposal required approval of a majority of at least two-thirds of Cactus’ shareholders as, being entitled
to do so, vote in person or by proxy at the Meeting. The voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 3,202,406 |
|
0 |
|
0 |
|
0 |
The
Company has filed the Amendment with the Registrar of Companies of the Cayman Islands. A copy of the Amendment is attached hereto as
Exhibit 3.1.
Item
8.01. Other Events.
In
connection with the shareholders’ vote at the Meeting, 44,384 Ordinary Shares were tendered for redemption. As a result, approximately
$560,613.65 (approximately $12.63 per share) will be removed from the Company’s trust account to pay such holders, without taking
into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including
any excise tax, since that date.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits:
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amendment to the Amended and Restated Memorandum and Articles of Association |
| 104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
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.
| Dated:
November 2, 2026 |
|
| |
|
|
| CACTUS
ACQUISITION CORP. 1 LTD. |
|
| |
|
|
| By: |
/s/
Adam Ridgeway |
|
| Name:
|
Adam
Ridgeway |
|
| Title: |
Chief
Executive Officer |
|