Kepos Capital LP and Mark Carhart report beneficial ownership of 200,000 Class A ordinary shares of Cactus Acquisition Corp. 1 Ltd, representing 5.1% of the outstanding Class A shares used in the filing calculation. The shares are held by funds managed by Kepos and are reported as held in the ordinary course of business; the filing states they were not acquired to change or influence control. The disclosure shows shared voting and dispositive power of 200,000 shares and identifies Kepos Special Opportunities Master Fund L.P. as holding more than 5% economic interest.
Positive
200,000 shares reported, representing 5.1% of the Class A shares
Position held by Kepos-managed funds and reported as in the ordinary course of business
Kepos Special Opportunities Master Fund L.P. identified as holding more than 5% economic interest
Negative
None.
Insights
TL;DR: Kepos discloses a passive 5.1% stake (200,000 shares), signaling notable institutional ownership without control intent.
The Schedule 13G reports a 200,000-share position equal to 5.1% of the Class A ordinary shares outstanding as used in the filing's calculation. The position is presented as held in the ordinary course by Kepos-managed funds, with zero sole voting or dispositive power and 200,000 shares of shared voting and dispositive power. For investors, this is a material disclosure of institutional interest but, per the filing language, not an attempt to influence control.
TL;DR: Filing is a passive Schedule 13G indicating shared authority and an explicit certification of no control intent.
The statement includes the standard certification that the securities were acquired and are held in the ordinary course and not for the purpose of changing control. Reporting identifies Kepos Capital LP as the investment manager and Mark Carhart in his capacity related to Kepos, with address and citizenship details provided. The filing also names a specific Kepos fund with economic interest above 5%, clarifying the ownership structure and the absence of sole voting or dispositive authority.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cactus Acquisition Corp. 1 Ltd
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G1745A108
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G1745A108
1
Names of Reporting Persons
Kepos Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
200,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
200,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
200,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G1745A108
1
Names of Reporting Persons
Mark Carhart
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
200,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
200,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
200,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cactus Acquisition Corp. 1 Ltd
(b)
Address of issuer's principal executive offices:
4B Cedar Brook Drive, Cranbury, NJ 08512
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Kepos Capital LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to certain funds and accounts (the "Kepos Funds"), with respect to the class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of Cactus Acquisition Corp. 1 Ltd. (the "Company") directly held by the Kepos Funds; and
(ii) Mr. Mark Carhart ("Mr. Carhart"), the managing member of Kepos Capital GP LLC, the general partner of the Investment Manager, with respect to the Class A Ordinary Shares directly held by the Kepos Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934 , the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 11 Times Square, 35th Floor, New York, New York 10036.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Carhart is a citizen of the United States.
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP No.:
G1745A108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon 3,926,061 Class A Ordinary Shares outstanding as of March 31, 2025, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission on April 15, 2025.
(b)
Percent of class:
5.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Kepos Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares reported herein. Kepos Special Opportunities Master Fund L.P., a Kepos Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Class A Ordinary Shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
How many CCTSW (Cactus Acquisition) shares does Kepos report owning?
The filing reports 200,000 Class A ordinary shares beneficially owned.
What percentage of CCTSW does the 200,000 shares represent?
The reported position represents 5.1% of the Class A shares used in the filing's calculation.
Was the stake reported as passive or intended to influence control of CCTSW?
The Schedule 13G certifies the shares are held in the ordinary course of business and were not acquired to change or influence control.
Who are the reporting persons named in the filing for CCTSW?
The filing is made by Kepos Capital LP (the investment manager) and Mark Carhart in his related capacity.
Does the filing identify which fund holds the interest above 5%?
Yes; the filing identifies Kepos Special Opportunities Master Fund L.P. as having the right to receive proceeds for more than 5% of the Class A shares reported.
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