UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~ FORM 8-K

~~Current Report~~CURRENT REPORT

~~Pursuant~~PURSUANT TO toSECTION ~~Section~~ 13 orOR 15(dD) ~~of the~~

~~Securities~~OF THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ofACT OF 1934

~~November~~Date of 1Report (Date of earliest event reported): December 4, 2024

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

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

(Exact Name of Registrant as Specified in its Charter)

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

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

4B Cedar Brook Drive

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

Cranbury, New Jersey 08512

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

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

(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 ~~communications~~communication 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 ~~Rule~~Section ~~14a-~~12(b) ~~under~~of the ~~Exchange~~ Act:

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

☐Indicate by ~~Pre-commencement~~check ~~communications~~mark ~~pursuant~~whether tothe registrant is an emerging growth company as defined in Rule ~~13e-4~~405 of the Securities Act of 1933 (c§230.405 of this chapter) ~~under~~or 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 5.~~07.~~02 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders.~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company~~ (~~“Cactus” or the “Company”~~a) ~~held~~Resignation ~~an extraordinary general meeting in lieu~~ of anChief ~~annual~~Executive ~~general meeting of the Company (the “Meeting”) on November 1, 2024 at 04:30 p.m. Eastern Time at the offices of Loeb & Loeb LLP, 345 Park Ave, New York, New York, 10154, and via live webcast.~~Officer

~~There~~On November ~~were~~29, 52024,~~074~~ Gary Challinor,~~870~~ ~~Class~~Chief AExecutive ~~ordinary~~Officer ~~shares~~of ~~par~~Cactus ~~value~~Acquisition $0Corp.~~0001~~ ~~per share and~~ 1 ~~Class~~Limited ~~B ordinary Share par value $0.0001 per share~~ (~~together,~~ the “~~Ordinary Shares~~Company”) ~~for a total of 5~~,~~074,871~~ resigned ~~Ordinary~~from ~~Shares~~his ~~issued and outstanding on the record date~~position, ~~October~~effective 8,immediately. ~~2024~~Mr. ~~There~~Challinor’s ~~were~~resignation ~~4,750,485~~was ~~Ordinary~~not ~~Shares~~due ~~present~~to atany ~~said~~disagreement ~~meeting~~with inthe ~~person~~Company on orany ~~represented~~matter byrelating ~~proxy,~~to ~~which~~its isoperations, ~~93.61% of the total outstanding shares~~policies, ~~thereby~~or ~~constituting a quorum~~practices. ~~Summarized~~The ~~below~~Company ~~are~~extends ~~the~~its ~~results~~gratitude ofto ~~the~~Mr. ~~matters~~Challinor ~~voted~~for onhis atleadership and ~~the Meeting~~contributions.

~~Articles~~(b) ~~Amendment~~Appointment of New Chief Executive Officer

~~Shareholders~~On November ~~approved~~29, 2024, the ~~proposal~~Company’s toBoard ~~approve,~~of byDirectors ~~way~~appointed ofAdam ~~special~~Ridgway ~~resolution,~~as Chief Executive Officer. Mr. Ridgway is an accomplished ~~amendment~~entrepreneur ~~(the~~and ~~“Amendment”)~~sustainability toadvocate ~~the~~with ~~Company’s~~extensive ~~amended~~experience in sustainable product development and ~~restated~~electric ~~memorandum~~vehicle innovation. He is the founder and ~~articles~~CEO of ~~association~~ONE MOTO, toan ~~extend~~award-winning ~~the~~electric ~~date~~vehicle bymanufacturer ~~which~~focused ~~the~~on ~~Company~~smart ~~would~~mobility besolutions for ~~permitted~~urban tocommuters ~~consummate~~and anthe ~~initial~~last-mile ~~business~~delivery ~~combination~~sector. ~~from~~Under ~~November~~his 2leadership, ~~2024~~ONE MOTO has expanded operations to ~~November~~multiple 2countries, including ~~2025~~the UAE, asUK, ~~well~~and asIndia. toMr. ~~permit the Company~~Ridgway’s ~~board~~expertise ~~of directors,~~ in ~~its~~international ~~sole~~growth, ~~discretion~~partnerships, toand ~~elect~~innovation topositions ~~wind~~him upwell to lead the Company’s ~~operations~~in onits anstrategic ~~earlier date~~initiatives.

~~Adoption~~(c) ofAppointment ~~the Articles Extension Proposal required approval~~ of aNew ~~majority~~Independent ~~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:~~Director

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

On November 29, 2024, the Board appointed Rainer Michael Preiss as an independent director, effective immediately. Mr. Preiss is a seasoned investment advisor with over 25 years of experience in global private banking and multi-family office businesses across Europe, the Middle East, Africa, and Asia. He currently serves as Partner and Portfolio Strategist at Das Family Office in Singapore. Previously, he was the Chief Equity Strategist at Standard Chartered Bank, where he was a voting member of the Global Investment Council. Mr. Preiss is also a recognized financial media contributor and has served as a visiting lecturer of finance in various universities. His extensive experience in investment strategy and emerging markets will provide valuable insights to the Company’s Board.

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 7, 2024
CACTUS ACQUISITION CORP. 1 LTD.
By:	/s/ Gary Challinor
Name:	Gary Challinor
Title:	Chief Executive Officer

Dated: December 9, 2024

	CACTUS ACQUISITION CORP. 1 LIMITED

	By:	/s/ Adam Ridgway
		Adam Ridgway
		Chief Executive Officer

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