Cactus Acquisition Corp. 1 Ltd. announces late Q3 2025 Form 10-Q

Rhea-AI Filing Summary

Cactus Acquisition Corp. 1 Ltd. filed a notification of late filing indicating it will not submit its Quarterly Report on Form 10-Q for the three months ended September 30, 2025 by the normal deadline. The company states it needs additional time to complete procedures related to its quarter-end financial reporting processes and cites that filing on time would require unreasonable effort or expense.

Cactus Acquisition Corp. 1 Ltd. believes the Form 10-Q will be completed and filed within the five-day extension period allowed under Rule 12b-25 of the Securities Exchange Act of 1934.

Insights

Financial Reporting Analyst

Late 10-Q filing, short extension requested for additional time to complete quarter-end reporting.

Cactus Acquisition Corp. 1 Ltd. filed a Form 12b-25 to notify a delay in submitting its Form 10-Q for the quarter ended September 30, 2025. The company cites the need for additional time to complete procedures related to its quarter-end financial reporting processes. It indicates that filing by the original deadline would require unreasonable effort or expense, which is the standard basis for using this form.

The company states that it expects to file the Form 10-Q within the five-day extension window allowed for quarterly reports under Rule 12b-25. This approach suggests reliance on a short, defined grace period rather than an open-ended delay. The notification does not provide details on specific accounting issues or items causing the delay, and it does not include a narrative about changes in results of operations beyond the standard question format.

The key near-term item to watch is whether the Form 10-Q is actually filed within the five calendar days following the prescribed due date, as represented in this notice. The content here focuses solely on timing and process, without disclosing quantitative results, so the full operational and financial picture for the quarter will only be clear once that Form 10-Q becomes available.

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: September 30, 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 Quarterly Report on Form 10-Q for the three months ended September 30, 2025 by the prescribed date without unreasonable effort or expense because it requires additional time to complete its procedures relating to its quarter-end financial reporting processes. The Company believes that the Quarterly Report on Form 10-Q will be completed and filed within the five-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

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:	November 17, 2025		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?

Cactus Acquisition Corp. 1 Ltd. filed Form 12b-25 to notify that its Quarterly Report on Form 10-Q for the three months ended September 30, 2025 cannot be filed by the prescribed deadline without unreasonable effort or expense, mainly because it needs more time to complete its quarter-end financial reporting procedures.

Which report is delayed for Cactus Acquisition Corp. 1 Ltd. (CCTSF)?

The delayed filing is the Quarterly Report on Form 10-Q for Cactus Acquisition Corp. 1 Ltd. covering the three months ended September 30, 2025.

When does Cactus Acquisition Corp. 1 Ltd. expect to file the late Form 10-Q?

Cactus Acquisition Corp. 1 Ltd. states it believes the Quarterly Report on Form 10-Q will be completed and filed within the five-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934.

What is the main reason given for Cactus Acquisition Corp. 1 Ltd.'s late Form 10-Q filing?

The company explains it requires additional time to complete its procedures relating to quarter-end financial reporting processes, and that meeting the original deadline would require unreasonable effort or expense.

Who signed the late filing notification for Cactus Acquisition Corp. 1 Ltd.?

The notification was signed on behalf of Cactus Acquisition Corp. 1 Ltd. by Adam Ridgway, who is identified as the company’s Chief Executive Officer.

Does the Cactus Acquisition Corp. 1 Ltd. notice mention potential changes in results of operations?

The form includes a standard question asking if a significant change in results of operations is anticipated, but the excerpt does not provide an explanation or quantitative discussion regarding such changes.