October 3, 2024

Gary Challinor
Chief Executive Officer
Cactus Acquisition Corp. 1 Limited
4B Cedar Brook Drive
Cranbury, NJ 08512

       Re: Cactus Acquisition Corp. 1 Limited
           Preliminary Proxy Statement on Schedule 14A
           Filed September 27, 2024
           File No. 001-40981
Dear Gary Challinor:

       We have reviewed your filing and have the following comment.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
the comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Risk Factors
If we continue our life beyond 36 months from the closing of our IPO. . ., page
13

1.     We note your disclosure that you are seeking to extend your termination
date to a date
       beyond 36 months after your IPO, and that Nasdaq will delist your
securities thereafter.
       Please revise to disclose the applicable Nasdaq rule, clearly explain
that the proposal to
       extend your deadline with the new termination date does not comply with
this rule, or
       advise, and expand on the material consequences to you and your
shareholders of being
       delisted from The Nasdaq Global Market, including whether being listed
is a closing
       condition to your proposed merger transaction or if being delisted would
otherwise permit
       the counterparty to terminate the merger agreement.
 October 3, 2024
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at
202-551-8776 with
any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Real Estate
& Construction
cc:   Giovanni Caruso