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).
|
