CCTSU Cactus Acquisition Corp 1 Limited

Item 1.01 Entry into Material Definitive Agreement.

As previously disclosed, Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Cactus” or the “Company”) has called an extraordinary general meeting in lieu of 2023 annual general meeting of the Company to be held at 9:00 a.m. Eastern Time/4:00 p.m. local (Israel) time on April 20, 2023 (the “Meeting”) for the purpose of considering and voting on, among other proposals, a proposal to approve, by way of special resolution, an amendment to Cactus’ Amended and Restated Memorandum and Articles of Association to extend the date by which Cactus has to consummate a business combination (the “Extension”) from May 2, 2023 to November 2, 2023 or such earlier date as may be determined by Cactus’ board of directors in its sole discretion (the “Articles Extension Proposal”).

In connection with the Meeting, the Articles Extension Proposal and the Extension, effective as of April 11, 2023, the Company and its sponsor, Cactus Healthcare Management LP (the “Sponsor”), entered into non-redemption agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties (the “Non-Redeeming Shareholders”). Pursuant to the Non-Redemption Agreements, the Non-Redeeming Shareholders agreed not to redeem (or to validly rescind any redemption requests with respect to) an aggregate of 2,000,000 Class A ordinary shares of the Company (“Non-Redeemed Shares”) related to the shareholder vote on the Articles Extension Proposal. In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Sponsor agreed to transfer an aggregate of 100,000 Class B ordinary shares of the Company held by the Sponsor to the Non-Redeeming Shareholders immediately following, and subject to, consummation of an initial business combination. The number of Class B ordinary shares transferable by the Sponsor to the Non-Redeeming Shareholders is subject to potential increase if the number of Class A ordinary shares that are not redeemed in connection with the Meeting exceeds 2,000,000; however, the total number of Class B ordinary shares that may be transferred to the Non-Redeeming Shareholders, in the aggregate, will not exceed 250,000.

The transfer of the Class B ordinary shares to the Non-Redeeming Shareholders is furthermore conditioned upon: (i) the Non-Redeeming Shareholders’ continuing to hold the Non-Redeemed Shares through the Meeting; (ii) the approval of the Articles Extension Proposal at the Meeting; and (iii) and Cactus’ fulfilling the continued or initial listing requirements for listing on the Nasdaq Global Market following the Meeting.

The Non-Redemption Agreements will increase the amount of funds that remain in the Company’s trust account following the Meeting.

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed herewith as Exhibit 10.1, which is incorporated herein by reference.