SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Cactus Healthcare Management LP
(Last) (First) (Middle)
C/O CACTUS ACQUISITION CORP. 1 LIMITED
4B CEDAR BROOK DRIVE
(Street)
CRANBURY NJ 08512
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/23/2024 S(1) 2,530,000 D $0.00(2) 632,501 D(3)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Warrants to purchase Class A ordinary shares $11.5 02/23/2024 S(1) 3,893,334 (4) (5) Class A ordinary shares 3,893,334 $0.00(2) 973,333 D(3)
1. Name and Address of Reporting Person*
Cactus Healthcare Management LP
(Last) (First) (Middle)
C/O CACTUS ACQUISITION CORP. 1 LIMITED
4B CEDAR BROOK DRIVE
(Street)
CRANBURY NJ 08512
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cactus Healthcare Management LLC
(Last) (First) (Middle)
C/O CACTUS ACQUISITION CORP. 1 LIMITED
4B CEDAR BROOK DRIVE
(Street)
CRANBURY NJ 08512
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The transaction reported herein consists of the private sale by Cactus Healthcare Management LP of (i) 2,530,000 founders shares (consisting of 2,529,999 Class A ordinary shares and one Class B ordinary share which may be converted into a Class A ordinary share upon election by the holder thereof, and therefore treated for purposes hereof as a Class A ordinary share) and (ii) 3,893,334 warrants to purchase Class A ordinary shares.
2. The aggregate sales price received by the reporting persons for all securities sold in the transaction (the founders shares and the warrants) reported herein was $1.00, which is an effective price of less than $0.00 (i) per share and (ii) per warrant.
3. The securities reported in this row are held of record by Cactus Healthcare Management LP (the "Cactus sponsor"). Cactus Healthcare Management LLC (the "Cactus sponsor GP") serves as the sole general partner of the Cactus sponsor and directs voting and investment decisions made by the Cactus sponsor with respect to the subject shares. The Cactus sponsor GP is owned equally by Hibotan LLC (an affiliate of Israel Biotech Fund), Kalistcare Limited (an affiliate of Consensus Business Group) and Clal Biotechnology Industries Cactus Ltd. (an affiliate of Clal Biotechnology Industries Ltd.), each of which holds a 33.33% equity interest in the Cactus sponsor GP. The Cactus sponsor GP does not possess a pecuniary interest with respect to the subject shares and therefore disclaims beneficial ownership thereof.
4. The warrants become exercisable 30 days after the Issuer completes its initial business combination (which date is not known currently).
5. The warrants expire on the 5th year anniversary of the Issuer's initial business combination (which date is not known currently).
Cactus Healthcare Management, LP, By Cactus Healthcare Management LLC, its sole General Partner, By Stephen T. Wills, Secretary 02/27/2024
Cactus Healthcare Management LLC, By Stephen T. Wills, Secretary 02/27/2024
** 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 4 (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 Number.
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