UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 8-K

~~CURRENT~~Current ~~REPORT~~Report

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd) of the

OFSecurities ~~THE~~Exchange ~~SECURITIES~~Act ~~EXCHANGE~~of ~~ACT OF~~ 1934

~~Date~~November ~~of Report (Date of earliest event reported): October 29~~1, 2024

~~CACTUS~~Date ~~ACQUISITION~~of ~~CORP.~~Report 1(Date ~~LIMITED~~of earliest event reported)

~~(Exact~~Cactus ~~name~~Acquisition ofCorp. ~~registrant~~1 ~~as specified in its charter)~~Ltd.

Cayman Islands		001-40981		n/a
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Exact Name of Registrant as Specified in its Charter)

4B Cedar Brook Drive

Cayman Islands		001-40981		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Cranbury, New Jersey 08512

4B Cedar Brook Drive Cranbury, New Jersey		08512
(Address of Principal Executive Offices)		(Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal executive offices~~number, including ~~zip~~area code: (919) 699 9827

~~(609) 495-2222~~N/A

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written ~~communication~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities~~☐ ~~registered~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half redeemable warrant	CCTSU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	CCTS	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CCTSW	The Nasdaq Stock Market LLC

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~§230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act ~~of 1934 (§240.12b-2 of this chapter).~~

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.0107. ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

~~On October 29, 2024,~~ Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“Cactus” or the “Company”) ~~received~~held aan ~~notice~~extraordinary ~~from~~general ~~the~~meeting ~~staff~~in oflieu ~~the Listing Qualifications Department~~ of ~~The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not completed~~ an ~~initial~~annual ~~business~~general ~~combination~~meeting ~~within 36 months~~ of the ~~effective date of its registration statement in connection with its initial public offering, it was not in compliance with Nasdaq IM 5101-2, and was therefore subject to delisting. The~~ Company ~~has until November 5, 2024 to request a hearing before the Nasdaq Hearings Panel~~ (the “~~Panel~~Meeting”), ~~but will not request a hearing before the Panel and intends to trade~~ on ~~the~~November ~~over the counter (OTC) market. The Company recently secured shareholder approval to extend its life by 12 months~~1, to2024 ~~November~~at 5,04:30 ~~2025~~p.m. ~~Trading~~Eastern inTime ~~the Company’s securities on NASDAQ will be suspended~~ at the ~~opening~~offices of ~~business~~Loeb on& ~~November~~Loeb 5LLP, ~~2024~~345 ~~and~~Park ~~trading~~Ave, ofNew ~~the~~York, ~~Company’s~~New ~~securities~~York, on the OTC market is expected to commence shortly thereafter. The delisting and commencement of trading on OTC does not affect the Company’s previously announced business combination agreement with Tembo E-LV B.V.10154, as both parties continue to work to effectuate the completion of the transaction. The combined company intends to apply for up-listing on the Nasdaq Stock Market in connection with the completion of the business combination and ~~the~~via ~~combined~~live ~~company is intended to be called Tembo Group B~~webcast.V.

~~Item~~There 9were 5,074,870 Class A ordinary shares par value $0.010001 ~~Financial~~per ~~Statements~~share and ~~Exhibits~~1 Class B ordinary Share par value $0.0001 per share (together, the “Ordinary Shares”) for a total of 5,074,871 Ordinary Shares issued and outstanding on the record date, October 8, 2024. There were 4,750,485 Ordinary Shares present at said meeting in person or represented by proxy, which is 93.61% of the total outstanding shares, thereby constituting a quorum. Summarized below are the results of the matters voted on at the Meeting.

~~(d) Exhibits.~~Articles Amendment

Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Shareholders approved the proposal to approve, by way of special resolution, an amendment (the “Amendment”) to the Company’s amended and restated memorandum and articles of association, to extend the date by which the Company would be permitted to consummate an initial business combination from November 2, 2024 to November 2, 2025, as well as to permit the Company’s board of directors, in its sole discretion, to elect to wind up the Company’s operations on an earlier date.

Adoption of the Articles Extension Proposal required approval of a majority of at least two-thirds of Cactus’ shareholders as, being entitled to do so, vote in person or by proxy at the Meeting. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
4,746,838		3,647		0		0

The Company has filed the Amendment with the Registrar of Companies of the Cayman Islands. A copy of the Amendment is attached hereto as Exhibit 3.1.

Item 8.01. Other Events.

In connection with the shareholders’ vote at the Meeting, 1,148,799 Ordinary Shares were tendered for redemption. As a result, approximately $13.4 million (approximately $11.64 per share) will be removed from the Company’s trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions, the Company will have 763,572 public Ordinary Shares outstanding, and approximately $8.9 million will remain in the Company’s trust account.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 4, 2024

Dated: November 7, 2024

CACTUS ACQUISITION CORP. 1 LTD.

By:	/s/ Gary Challinor
Name:	Gary Challinor
Title:	Chief Executive Officer

	CACTUS ACQUISITION CORP. 1 LIMITED
	By:	/s/ Gary Challinor
		Gary Challinor
		Chief Executive Officer

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