Cactus Acquisition Corp. 1 Limited (Nasdaq: CCTS) (the
“
Company”) today announced several actions being undertaken
in anticipation of the previously announced extraordinary general
meeting of the Company to be held at 9:00 a.m. Eastern Time/
3:00 p.m. local (Israeli) time on November 2,
2023 (the “
Meeting”) for the purpose of considering and
voting on, among other proposals, a proposal to extend the date by
which the Company must consummate an initial business combination
(the “
Extension”) from November 2, 2023 (the
“
Existing Termination Date”) to November 2,
2024 or such earlier date as may be determined by the
Company’s board of directors (such later date, the “
Extended
Termination Date”).
Sponsor Contributions to Trust Account
If the Extension is approved at the Meeting and implemented, the
Company’s sponsor, Cactus Healthcare Management LP (the
“Sponsor”), or its designees will deposit into the Company’s
trust account the lesser of (x) $20,000 and (y) $0.01 per
public share multiplied by the number of public shares outstanding
on such applicable date, as a loan (a “Contribution”, and
the Sponsor or its designee making such Contribution, a
“Contributor”), on November 15, 2023 and on the 15th day of
each subsequent calendar month until (but excluding) November 2024
(each such date, a “Contribution Date”). The Company has not
asked the Sponsor to reserve for, nor has the Company independently
verified whether the Sponsor will have sufficient funds to satisfy,
any such Contributions.
If a Contributor fails to make a Contribution by an applicable
Contribution Date (subject to a three business day grace period),
the Company will liquidate and dissolve as soon as practicable
after such date and in accordance with the Company’s amended and
restated memorandum and articles of association (the
“Articles”). The Contributions will be evidenced by a
non-interest bearing, unsecured promissory note and will be
repayable by the Company upon consummation of an initial business
combination. If the Company does not consummate an initial business
combination by the Extended Termination Date, such promissory note
will be repaid only from funds held outside of the trust account or
will be forfeited, eliminated or otherwise forgiven. Any
Contribution is conditioned on the approval of the proposals
related to the Extension at the Meeting and the implementation of
the Extension. No Contribution will occur if such proposals are not
approved or the Extension is not implemented. If the Company has
consummated an initial business combination or announced its
intention to wind up prior to any Contribution Date, any
undertaking to make Contributions will terminate.
Trust Funds Will Not Be Withdrawn to Pay Excise
Taxes
On August 16, 2022, the Inflation Reduction Act of 2022
(the “IR Act”) was signed into federal law. The IR Act
provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases (including redemptions) of stock by
publicly traded U.S. domestic corporations and certain
U.S. domestic subsidiaries of publicly traded foreign
corporations occurring on or after January 1, 2023. Any
redemptions of public shares on or after January 1, 2023,
including in connection with the Extension, may be subject to such
excise tax. The Company confirms that if the Extension is
implemented, it will not withdraw any funds from the trust account,
including interest earned on the funds held in the trust account,
to pay for the 1% excise tax that may become due under the IR
Act.
Trust Funds to Be Held in Interest-Bearing Account, if
Liquidated
If the Extension is implemented and the Company thereafter
determines to liquidate the U.S. government treasury
obligations or money market funds held in the trust account, the
Company intends to maintain the funds in the trust account in cash
in an interest-bearing demand deposit account at a national bank.
Interest on such deposit account is currently expected to yield
approximately 5.25% per annum, but such deposit account carries a
variable rate and the Company cannot assure investors that such
rate will not decrease or increase significantly.
About Cactus Acquisition Corp. 1
Limited
Cactus Acquisition Corp. I Limited is a blank check company
formed for the purpose of entering into a merger, capital stock
exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or
more businesses or entities. Although the Company’s search for a
target business is not limited to a particular industry or
geographic region, it has focused on pursuing business combinations
with Israel-related technology-based healthcare companies. The
Company is led by Nachum (Homi) Shamir, Chairman of the Board, Ofer
Gonen, CEO, and Stephen T. Wills, CFO.
Forward Looking Statements
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these
forward-looking statements can be identified by the use of words
such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar
expressions. Such statements may include, but are not limited to,
statements regarding the approval of certain proposals at the
Meeting, implementation of the Extension or any Contributions to
the trust account, any excise tax liabilities of the Company under
the IR Act, liquidation of any securities held in the trust
account, placement of funds held in the trust account in an
interest-bearing demand deposit account being permitted by the
trustee of the trust account or current or future interest rates on
funds held in the trust account. These statements are based on
current expectations on the date of this press release and involve
a number of risks and uncertainties that may cause actual results
to differ significantly, including those risks set forth in the
definitive proxy statement related to the Meeting filed by the
Company with the Securities and Exchange Commission (the
“SEC”) on October 27, 2023 (the “Definitive
Proxy Statement”), the Company’s most recent Annual Report on
Form 10-K and other documents filed with the SEC. Copies of
such filings are available on the SEC’s website
at www.sec.gov. The Company does not assume any obligation to
update or revise any such forward-looking statements, whether as
the result of new developments or otherwise. Readers are cautioned
not to put undue reliance on forward-looking statements.
Additional Information and Where to Find
It
Further information related to attendance, voting and the
proposals to be considered and voted on at the Meeting is described
in the Definitive Proxy Statement, which has been mailed to the
Company’s shareholders of record as of the record date for the
Meeting. Investors and security holders of the Company are advised
to read the Definitive Proxy Statement because it contains
important information about the Meeting and the Company. Investors
and security holders of the Company may also obtain a copy of the
Definitive Proxy Statement, as well as other relevant documents
that have been or will be filed by the Company with the SEC,
without charge and once available, at the SEC’s website
at www.sec.gov or by directing a request to:
Cactus Acquisition Corp. 1 Limited 4B Cedar Brook Drive
Cranbury, NJ 08512 Attention: Stephen T. Wills Telephone:
609-495-2222 Email: swills@cactusac1.com
Participants in the Solicitation
The Company and certain of its directors and executive officers
and other persons may be deemed to be participants in the
solicitation of proxies from the Company’s shareholders in respect
of the proposals to be considered and voted on at the Meeting.
Information concerning the interests of the directors and executive
officers of the Company is set forth in the Definitive Proxy
Statement, which may be obtained free of charge from the source
indicated above.
Contacts
Stephen T. Wills, Chief Financial
Officeremail: swills@cactususac1.com
Source: Cactus Acquisition Corp. 1 Limited
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