STOCK TITAN

Cactus Acquisition extends deal deadline to Nov. 2, 2027

Shares representing 99.62% of outstanding ordinary shares were present, and approximately $560,613.65 will be removed from the trust account for redemption payments.

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Form Type
8-K

Rhea-AI Filing Summary

Cactus Acquisition Corp. 1 Ltd. (CCTSF) shareholders approved an amendment extending the deadline to complete an initial business combination from November 2, 2026, to November 2, 2027. The amendment also permits the board, in its sole discretion, to wind up the company’s operations earlier. All 3,202,406 shares represented at the meeting voted for the proposal, with no votes against or abstentions.

Holders tendered 44,384 ordinary shares for redemption. Approximately $560,613.65, or approximately $12.63 per share, will be removed from the trust account to pay them. The amount does not account for additional allocations for company tax obligations, such as franchise taxes, and excludes excise tax.

Filing Explained

The company reports that it filed the shareholder-approved articles amendment with the Cayman Islands Registrar, moving the extension from approval to filing; the amendment allows an initial business combination through November 2, 2027, subject to the board’s discretion to wind up earlier.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Ordinary shares outstanding 3,214,739 shares As of September 30, 2026, the record date
Shares present 3,202,406 shares Represented in person or by proxy at the meeting
Votes for extension 3,202,406 votes The extension proposal
Meeting attendance 99.62% Of total outstanding shares
Shares tendered for redemption 44,384 shares In connection with the shareholders’ vote
Trust-account redemption payment Approximately $560,613.65 To pay holders of shares tendered for redemption
Redemption payment per share Approximately $12.63 per share For shares tendered for redemption
initial business combination financial
"consummate an initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
special resolution regulatory
"approve, by way of special resolution"
A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.
quorum regulatory
"thereby constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
trust account financial
"removed from the Company’s trust account"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What deadline did CCTSF shareholders approve for a business combination?

They extended the deadline from November 2, 2026, to November 2, 2027. The amendment also permits the board, in its sole discretion, to wind up the company’s operations earlier.

How many CCTSF shares were tendered for redemption, and what payment is expected?

Holders tendered 44,384 ordinary shares; approximately $560,613.65, or approximately $12.63 per share, will be removed from the trust account to pay them.

What approval threshold applied to CCTSF’s extension proposal?

Approval required at least two-thirds of shareholders entitled to vote in person or by proxy at the meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
(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.

 

2

 

 

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  

 

3

Filing Exhibits & Attachments

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