Sec Form 3 Filing - Meyer Emmanuel @ Cactus Acquisition Corp. 1 Ltd - 2024-02-23

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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)
X __ 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)
02/23/2024
(Street)
HAMPTON, X0TW12 2AL
4. If Amendment, Date Original Filed (MM/DD/YY)
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 2,529,999 I ( 1 ) See footnote ( 1 )
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 ( 2 ) ( 2 ) ( 2 ) Class A ordinary share 1 I ( 1 ) See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meyer Emmanuel
143 STATION ROAD
HAMPTON, X0TW12 2AL
X X
Signatures
/s/ Emmanuel Meyer 03/05/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 2,529,999 Class A ordinary shares and 1 Class B ordinary share reported herein (collectively, the "Shares") are owned directly by EVGI Ltd ("EVGI"). Mr. E. Meyer is the sole director of EVGI and as such, he has voting and investment discretion with respect to the shares held by EVGI. Accordingly, Mr. E. Meyer may be deemed to have beneficial ownership of the Shares held by EVGI. Mr. E. Meyer disclaims any beneficial ownership of the reported Shares other than to the extent of any pecuniary interest he may have therein. The Shares were acquired pursuant to the Purchase Agreement, dated as of February 9, 2024 ("Purchase Agreement"), by and between Cactus Acquisition Corp. I Ltd (the "Issuer"), Cactus Healthcare Management LP, and EVGI. On February 23, 2024, the transactions contemplated by the Purchase Agreement were consummated and EVGI purchased the Shares.
( 2 )The Class B ordinary shares have 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).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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