CACTUS ACQUISITION CORP. 1 LIMITED Item 1.01. Entry into a Material Definitive Agreement.
On
The foregoing description is qualified in its entirety by reference to the Trust Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
On
The Note bears no interest and is repayable in full upon the earlier of (a) the
date of the consummation of the Company's initial business combination, or (b)
the date of the liquidation of the Company. The Note may not be repaid by the
Company from funds in the Company's trust account, and the Sponsor has waived
its right to any potential claim against those funds. Unpaid principal amounts
outstanding under the Note may be converted by the Sponsor into warrants to
purchase the Company's Class A ordinary shares, par value
The foregoing description is qualified in its entirety by reference to the Note, which serves as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure concerning the Note contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The foregoing description is qualified in its entirety by reference to the Extension Amendment and Conversion Amendment, copies of which are attached as Exhibits 3.1 and 3.2, respectively, hereto and which are incorporated herein by reference.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On
The affirmative vote of at least two-thirds (2/3) of the ordinary shares of the Company (the "Ordinary Shares"), consisting of the Class A ordinary shares and Class B ordinary shares, voting as a single class, voted at the Meeting was required to approve each of the Articles Extension Proposal and the Conversion Amendment Proposal, the affirmative vote of at least 65% of the outstanding Ordinary Shares entitled to vote thereon was required to approve the Trust Extension Proposal, and the affirmative vote of a at least a majority of the Class B ordinary shares voting on the Director Election Proposal was required for the re-election of each of the directors under the Director Election Proposal. Each such requisite majority was achieved at the Meeting.
10,185,471 Class A ordinary shares were redeemed in connection with the Extension, resulting in 2,464,529 Class A Ordinary Shares outstanding.
Set forth below are the final voting results for each of the proposals:
Articles Extension Proposal
The Articles Extension Proposal was approved. The voting results of the Ordinary Shares were as follows:
For Against Abstain 11,270,029 1,466,596 0 Trust Extension Proposal
The Trust Extension Proposal was approved. The voting results of the Ordinary Shares were as follows:
For Against Abstain 11,270,029 1,466,596 0 Conversion Amendment Proposal
The Conversion Amendment Proposal was approved. The voting results of the Ordinary Shares were as follows:
For Against Abstain 11,270,029 1,466,596 0 Director Election Proposal
The Director Proposal was approved, and each of
For Against Abstain
3,162,500 0 0
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amendments to Articles 49.7 and 49.8 of the Amended and Restated
Memorandum and Articles of Association of the Company
3.2 Amendments to Articles 17.2 through 17.6 of the Amended and Restated
Memorandum and Articles of Association of the Company
10.1 Amendment to Investment Management Trust Agreement, dated as of April
20, 2023
10.2 Promissory Note, dated March 16, 2022 , issued by the Company to the
Sponsor (1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
(1) Incorporated by reference to Exhibit 10.8 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2022 , filed with the Securities and
Exchange Commission on March 30, 2023 .
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