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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
Date
of Report (Date of earliest event reported): October 31, 2025
CACTUS
ACQUISITION CORP. 1 LIMITED
(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.) |
4B
Cedar Brook Drive
Cranbury,
New Jersey 08512
(Address
of principal executive offices, including zip code)
(609)
495-2222
(Registrant’s
telephone number, including area code)
(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
communication 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
|
|
CTSUF |
|
Over
The Counter (OTC) Market |
| Class
A ordinary shares, par value $0.0001 per share |
|
CCTSF |
|
Over
The Counter (OTC) Market |
| Redeemable
warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
CCTWF |
|
Over
The Counter (OTC) Market |
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
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 31, 2025 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 3,926,061 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 3,926,062 Ordinary Shares issued and outstanding on the record date,
September 12, 2025. There were 3,902,546 Ordinary Shares present at said meeting in person or represented by proxy, which is 99.40% 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, 2025 to November 2, 2026, 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 |
| 3,732,546 |
|
0 |
|
170,000 |
|
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, 711,333 Ordinary
Shares were tendered for redemption. As a result, approximately $8,660,805.78 (approximately
$12.18 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. Following
redemptions, the Company will have 52,239 public
Ordinary Shares outstanding, and approximately $636,033.80 will
remain in the Company’s trust account.
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 6, 2025
| CACTUS
ACQUISITION CORP. 1 LTD. |
|
| |
|
|
| By: |
/s/
Adam Ridgway |
|
| Name: |
Adam
Ridgway |
|
| Title: |
Chief
Executive Officer |
|
