Initial Statement of Beneficial Ownership (3)
May 05 2023 - 5:10PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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683 Capital Management, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/25/2023
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3. Issuer Name and Ticker or Trading Symbol
Cactus Acquisition Corp. 1 Ltd [CCTS]
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(Last)
(First)
(Middle)
1700 BROADWAY, SUITE 4200 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Ordinary Shares, par value $0.0001 per share | 450000 | I (1)(2) | By 683 Capital Partners, LP |
Class B Founders Shares, par value $0.0001 per share | 22500 | I (1)(2) | By 683 Capital Partners, LP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Redeemable warrants | (4) | (4) | Class A ordinary shares (3) | 225000 | $11.5 | I (1)(2) | By 683 Capital Partners, LP |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
683 Capital Management, LLC 1700 BROADWAY SUITE 4200 NEW YORK, NY 10019 |
| X |
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683 Capital Partners, LP C/O 683 CAPITAL GP, LLC 1700 BROADWAY, SUITE 4200 NEW YORK, NY 10019 |
| X |
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Zweiman Ari C/O 683 CAPITAL MANAGEMENT 1700 BROADWAY, SUITE 4200 NEW YORK, NY 10019 |
| X |
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Signatures
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683 CAPITAL MANAGEMENT, LLC
By: /s/ Ari Zweiman
Name: Ari Zweiman
Title: Managing Member | | 5/5/2023 |
**Signature of Reporting Person | Date |
683 CAPITAL PARTNERS, LP
By: 683 Capital GP, LLC
General Partner
By: /s/ Ari Zweiman
Name: Ari Zweiman
Title: Managing Member | | 5/5/2023 |
**Signature of Reporting Person | Date |
By: /s/ Ari Zweiman
Name: Ari Zweiman | | 5/5/2023 |
**Signature of Reporting Person | Date |
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 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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