Sec Form 3/A Filing - Meyer Emmanuel @ Cactus Acquisition Corp. 1 Ltd - 2024-05-16

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Meyer Emmanuel
2. Issuer Name and Ticker or Trading Symbol
Cactus Acquisition Corp. 1 Ltd [ CCTS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
143 STATION ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2024
(Street)
HAMPTON, X0TW12 2AL
4. If Amendment, Date Original Filed (MM/DD/YY)
02/23/2024
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A ordinary share 0 ( 1 ) I ( 2 ) See footnote ( 2 )
Class A ordinary share 120,000 D ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary share ( 1 ) ( 3 ) ( 3 ) ( 3 ) Class A ordinary share 0 I ( 2 ) See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meyer Emmanuel
143 STATION ROAD
HAMPTON, X0TW12 2AL
X
Signatures
/s/ Emmanuel Meyer 05/16/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Amendment No. 2 is being filed to reflect the sale of all of the Class A ordinary shares and Class B ordinary share previously held by the EVGI Ltd ("EVGI") to ARWM Pte Limited ("ARWM") upon the closing on May 16, 2024 under the Sponsor Securities Purchase Agreement dated April 29, 2024 among EVGI, ARWM and the Issuer.
( 2 )The 2,359,999 Class A ordinary shares and 1 Class B ordinary previously reported herein (collectively, the "Shares") were owned directly by EVGI. Mr. E. Meyer is the sole director of EVGI and as such, he had voting and investment discretion with respect to the shares held by EVGI.
( 3 )The Class B ordinary share has no expiration date and will automatically convert into Class A ordinary shares at the time of the initial business combination of the Issuer or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-258042).
( 4 )Mr. Meyer resigned from the board of directors of the Issuer effective on May 16, 2024.

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