[8-K] Cactus Acquisition Corp. 1 Limited Warrant Reports Material Event

Rhea-AI Filing Summary

Cactus Acquisition Corp. 1 Limited (OTC: CCTSF) filed an 8-K on 20 June 2025 announcing that independent director Jeff LeBlanc resigned from the Board effective 18 June 2025. The company states the departure was for personal reasons and not connected to any disagreement regarding operations, accounting policies, financial disclosures, or internal controls. No replacement director, board committee changes, or compensatory arrangements were disclosed in this filing.

Positive

• None.

Negative

• Loss of an independent director could temporarily reduce board independence until a replacement is appointed, requiring monitoring by investors.

Insights

Corporate Governance Expert

TL;DR: Routine governance update; independent director exit appears non-controversial and immaterial to strategy.

The 8-K reveals a single governance event—the immediate resignation of independent director Jeff LeBlanc. The company explicitly notes no underlying disagreement, mitigating concerns over accounting or control issues that can trigger material risk. Given Cactus Acquisition Corp. 1 Limited is a SPAC with limited operating activity, one director’s departure typically has limited strategic or financial impact so long as board independence requirements remain satisfied. Absent disclosure of a successor, investors should watch future filings to confirm the board maintains requisite composition under Cayman and U.S. listing rules. Overall, the event is neutral with negligible valuation effect.

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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): June 20, 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		CCTSF		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On 18 June 2025, Jeff LeBlanc, an independent director of Cactus Acquisition Corp. 1 Limited (the “Company”), notified the Company that he has resigned from the Company’s Board of Directors (the “Board”), effective immediately. Mr. LeBlanc’s resignation is for personal reasons and did not result from any disagreement with the Company on any matter relating to its operations, policies, or practices, including with respect to accounting principles or practices, financial statement disclosure, or internal controls.

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: June 20, 2025

	CACTUS ACQUISITION CORP. 1 LIMITED
	By:	/s/ Adam Ridgway
		Adam Ridgway
		Chief Executive Officer

FAQ

Why did Cactus Acquisition Corp. 1 Limited director Jeff LeBlanc resign?

The 8-K states he resigned for personal reasons and not due to any disagreement with the company.

When was Jeff LeBlanc’s resignation effective?

18 June 2025, according to the filing.

Does the resignation relate to accounting or internal control issues at CCTSF?

No. The company confirmed no disagreements on accounting principles, disclosures, or internal controls.

Has Cactus Acquisition Corp. 1 Limited named a replacement director?

The 8-K does not disclose any replacement or succession plan at this time.

Is the resignation expected to impact CCTSF’s operations or SPAC timeline?

The filing provides no indication of operational or timeline impact; the event appears routine.