Sec Form 3 Filing - 683 Capital Management, LLC @ Cactus Acquisition Corp. 1 Ltd - 2023-04-25

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
683 Capital Management, LLC
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)
1700 BROADWAY, SUITE 4200
3. Date of Earliest Transaction (MM/DD/YY)
04/25/2023
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 Shares, par value $0.0001 per share 450,000 I ( 1 ) ( 2 ) By 683 Capital Partners, LP
Class B Founders Shares, par value $0.0001 per share 22,500 I ( 1 ) ( 2 ) By 683 Capital Partners, LP
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
Redeema ble warrants $ 11.5 ( 4 ) ( 4 ) Class A ordinary shares ( 3 ) 225,000 I ( 1 ) ( 2 ) By 683 Capital Partners, LP
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
683 Capital Management, LLC
1700 BROADWAY
SUITE 4200
NEW YORK, NY10019
X
683 Capital Partners, LP
C/O 683 CAPITAL GP, LLC
1700 BROADWAY, SUITE 4200
NEW YORK, NY10019
X
Zweiman Ari
C/O 683 CAPITAL MANAGEMENT
1700 BROADWAY, SUITE 4200
NEW YORK, NY10019
X
Signatures
683 CAPITAL MANAGEMENT, LLCBy: /s/ Ari ZweimanName: Ari ZweimanTitle: Managing Member 05/05/2023
Signature of Reporting Person Date
683 CAPITAL PARTNERS, LPBy: 683 Capital GP, LLCGeneral PartnerBy: /s/ Ari ZweimanName: Ari ZweimanTitle: Managing Member 05/05/2023
Signature of Reporting Person Date
By: /s/ Ari ZweimanName: Ari Zweiman 05/05/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is filed jointly by 683 Capital Management, LLC ("683 Management"), 683 Capital Partners, LP ("683 Partners") and Ari Zweiman (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
( 2 )Represents securities held directly by 683 Partners. 683 Management is the investment manager of 683 Partners. Ari Zweiman is the Managing Member of 683 Management. As a result, each of 683 Management and Ari Zweiman may be deemed to beneficially own the securities held by 683 Partners.
( 3 )Exercise price is subject to adjustment in accordance with its terms.
( 4 )The warrant is exercisable from the date that is thirty (30) days after the first date on which the Issuer completes a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Issuer and one or more businesses (a "Business Combination"), and expires on the earliest to occur (x) the fifth anniversary of the Issuer's initial Business Combination, and (y) the liquidation of the Issuer in accordance with the Issuer's amended and restated memorandum and articles of association, as amended from time to time, if the Issuer fails to complete a Business Combination.

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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