Item 1.01. Entry into a Material Definitive Agreement.
On April 20, 2023, upon the shareholders' approval of the Trust Extension
Proposal (as defined and described in Item 5.07 below), Cactus Acquisition Corp.
1 Ltd. (the "Company"), entered into an amendment (the "Trust Agreement
Amendment") to the Investment Management Trust Agreement, dated November 2, 2021
(the "Trust Agreement"), by and between the Company and Continental Stock
Transfer & Trust Company, as trustee, to allow the extension of the date by
which the Company must consummate its initial business combination from May 2,
2023 to November 2, 2023, or such earlier date as may be determined by the
Company's board of directors (the "Extension").
The foregoing description is qualified in its entirety by reference to the Trust
Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
On April 20, 2023, in connection with the shareholders' approval of the
Extension Amendment, Cactus Healthcare Management, L.P. (the "Sponsor")
committed to contributing up to $240,000 to the Company's trust account (the
"Trust Account"), consisting of $40,000 on or before May 2, 2023, and $40,000 on
or before the 2nd day of each subsequent calendar month until (but excluding)
November 2, 2023 or such earlier date on which (a) the Company's board of
directors determines to liquidate the Company or (b) an initial business
combination is completed. These contributions will be funded from the $450,000
amount which the Sponsor has already committed to fund to the Company under the
promissory note, dated March 16, 2022, in a principal amount of $450,000, that
the Company has issued to the Sponsor (the "Note").
The Note bears no interest and is repayable in full upon the earlier of (a) the
date of the consummation of the Company's initial business combination, or (b)
the date of the liquidation of the Company. The Note may not be repaid by the
Company from funds in the Company's trust account, and the Sponsor has waived
its right to any potential claim against those funds. Unpaid principal amounts
outstanding under the Note may be converted by the Sponsor into warrants to
purchase the Company's Class A ordinary shares, par value $0.0001 per share
("Class A ordinary shares"), at a conversion price of $1.50 per warrant. Each
such warrant would have an exercise price of $11.50 per underlying share of the
Company and would otherwise be identical to the private warrants sold by the
Company to the Sponsor concurrently with the Company's initial public offering.
The foregoing description is qualified in its entirety by reference to the Note,
which serves as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure concerning the Note contained in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 25, 2023, the Company filed two amendments (the "Extension Amendment"
and the "Conversion Amendment") to the Company's Amended and Restated Memorandum
and Articles of Association (the "Amended and Restated Articles") with the
Registrar of Companies in the Cayman Islands. The Extension Amendment extends
the date by which the Company must consummate its initial business combination
from May 2, 2023 to November 2, 2023, or such earlier date as determined by the
Company's board of directors. The Conversion Amendment amends certain provisions
of the Amended and Restated Articles in order to allow each holder of the
Company's Class B ordinary shares, par value $0.0001 per share ("Class B
ordinary shares") to convert such shares into the Company's Class A ordinary
shares on a one-for-one basis prior to the closing of a business combination, at
the election of such holder.
The foregoing description is qualified in its entirety by reference to the
Extension Amendment and Conversion Amendment, copies of which are attached as
Exhibits 3.1 and 3.2, respectively, hereto and which are incorporated herein by
reference.
1
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 20, 2023, the Company held an extraordinary general meeting in lieu of
the 2023 annual general meeting of the Company (the "Meeting"). At the Meeting,
the Company's shareholders approved the following proposals: (i) a proposal to
approve, by way of special resolution, the Extension Amendment to the Amended
and Restated Articles, to extend the date by which the Company has to consummate
a business combination from May 2, 2023 to November 2, 2023 or such earlier date
as may be determined by the Board in its sole discretion (the "Articles
Extension Proposal"); (ii) a proposal to amend the Company's Trust Agreement to
extend the date by which the Company would be required to consummate a business
combination from May 2, 2023 to November 2, 2023, or such earlier date as may be
determined by the Board in its sole discretion (the "Trust Extension Proposal");
(iii) a proposal to approve, by way of special resolution, the Conversion
Amendment to the Amended and Restated Articles, to provide for the right of a
holder of Class B ordinary shares to convert such shares into Class A ordinary
shares, on a one-for-one basis prior to the closing of a business combination at
the election of the holder (the "Conversion Amendment Proposal"); and (iv) a
proposal to approve, by way of ordinary resolution of the holders of the Class B
ordinary shares, the re-appointment of each of Ofer Gonen, Nachum (Homi) Shamir,
Hadar Ron, M.D., David J. Shulkin, M.D., and David Sidransky, M.D. as a director
of the Company until the second succeeding annual general meeting of the Company
and until their successors are elected and qualified (the "Director Election
Proposal").
The affirmative vote of at least two-thirds (2/3) of the ordinary shares of the
Company (the "Ordinary Shares"), consisting of the Class A ordinary shares and
Class B ordinary shares, voting as a single class, voted at the Meeting was
required to approve each of the Articles Extension Proposal and the Conversion
Amendment Proposal, the affirmative vote of at least 65% of the outstanding
Ordinary Shares entitled to vote thereon was required to approve the Trust
Extension Proposal, and the affirmative vote of a at least a majority of the
Class B ordinary shares voting on the Director Election Proposal was required
for the re-election of each of the directors under the Director Election
Proposal. Each such requisite majority was achieved at the Meeting.
10,185,471 Class A ordinary shares were redeemed in connection with the
Extension, resulting in 2,464,529 Class A Ordinary Shares outstanding.
Set forth below are the final voting results for each of the proposals:
Articles Extension Proposal
The Articles Extension Proposal was approved. The voting results of the Ordinary
Shares were as follows:
For Against Abstain
11,270,029 1,466,596 0
Trust Extension Proposal
The Trust Extension Proposal was approved. The voting results of the Ordinary
Shares were as follows:
For Against Abstain
11,270,029 1,466,596 0
Conversion Amendment Proposal
The Conversion Amendment Proposal was approved. The voting results of the
Ordinary Shares were as follows:
For Against Abstain
11,270,029 1,466,596 0
Director Election Proposal
The Director Proposal was approved, and each of Ofer Gonen, Nachum (Homi)
Shamir, Hadar Ron, M.D., David J. Shulkin, M.D., and David Sidransky, M.D. was
re-elected to the Company's board of directors. The voting results of the Class
B ordinary shares for each of the nominees was as follows:
For Against Abstain
3,162,500 0 0
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amendments to Articles 49.7 and 49.8 of the Amended and Restated
Memorandum and Articles of Association of the Company
3.2 Amendments to Articles 17.2 through 17.6 of the Amended and Restated
Memorandum and Articles of Association of the Company
10.1 Amendment to Investment Management Trust Agreement, dated as of April
20, 2023
10.2 Promissory Note, dated March 16, 2022, issued by the Company to the
Sponsor (1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
(1) Incorporated by reference to Exhibit 10.8 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2022, filed with the Securities and
Exchange Commission on March 30, 2023.
3
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