Cactus Acquisition (CCTSF) notifies SEC of delayed 2025 Form 10-K filing

Rhea-AI Filing Summary

Cactus Acquisition Corp. 1 Ltd. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025. The company states it needs additional time to complete procedures related to its year-end financial reporting processes.

The notification was signed by Adam Ridgway, Chief Executive Officer on April 1, 2026.

Key Figures

Fiscal period: December 31, 2025 Notification date: April 1, 2026 Filing referenced: Form 10-K

3 metrics

Fiscal period December 31, 2025 Form 10-K year end

Notification date April 1, 2026 Form 12b-25 signature date

Filing referenced Form 10-K Annual report the company could not timely file

Key Terms

Rule 12b-25, Form 10-K, Notification of Late Filing

3 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"unable to file its Annual Report on Form 10-K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Notification of Late Filing regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):		☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
		For Period Ended: December 31, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended: _________________________________________

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

PART I — REGISTRANT INFORMATION

Cactus Acquisition Corp. 1 Ltd.

Full Name of Registrant

N/A

Former Name if Applicable

11 Deer Park drive, Suite 204

Address of Principal Executive Office (Street and Number)

Monmouth Junction, NJ 088512

City, State and Zip Code

PART II — RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☐	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed).

Cactus Acquisition Corp. 1 Ltd (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2025, by the prescribed date without unreasonable effort or expense because it requires additional time to complete its procedures relating to its year-end financial reporting processes.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Adam Ridgway		(971 50)		+50 103 3515
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Cactus Acquisition Corp. 1 Ltd.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	April 1, 2026	By:	/s/ Adam Ridgway
			Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

FAQ

Why did Cactus Acquisition Corp. 1 Ltd. (CCTSF) file a Form 12b-25?

They filed a Form 12b-25 because they could not timely complete their Form 10-K for year ended December 31, 2025. The company says it requires additional time to finish year-end financial reporting procedures before filing the Annual Report.

When was the Form 12b-25 for Cactus Acquisition Corp. 1 Ltd. signed?

The Form 12b-25 was signed on April 1, 2026 by Adam Ridgway, Chief Executive Officer. The signature appears on the notification certifying the company’s inability to file the Form 10-K by the prescribed date.

Which report is late according to the Cactus Acquisition Corp. 1 Ltd. notification?

The late report is the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The notification specifically cites the company’s inability to complete year-end financial reporting processes in time.

Does the Form 12b-25 explain the nature of the delay for CCTSF?

Yes. The company states it needs additional time to complete procedures related to its year-end financial reporting processes. No further details about the specific procedures or a filing date are provided in the notification.