UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 30, 2023, Cactus Acquisition Corp. 1 Ltd. (the “Company” or “Cactus”) filed an amendment (the “Articles Amendment”) to Cactus’ Amended and Restated Memorandum and Articles of Association (the “Articles”) that provides that the existing restriction under the Articles that prevents the issuance by the Company of additional shares that would vote together with the Company’s publicly held Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), on a proposal to approve the Company’s initial business combination, will not apply to the issuance of Class A ordinary shares upon conversion of the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”) where the holders of the converted shares waive their rights to proceeds from the Company’s trust account.
The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 30, 2023, the Company held an extraordinary general meeting of the Company (the “Meeting”). At the Meeting, the Company’s shareholders approved , by way of special resolution, a proposal to amend the Articles to provide that the existing restriction under the Articles that prevents the issuance of additional shares that would vote together with the publicly held Class A ordinary shares on a proposal to approve the Company’s initial business combination will not apply to the issuance of Class A ordinary shares upon conversion of Class B ordinary shares where the holders of the converted shares waive their rights to proceeds from the Company’s trust account (the “Articles Amendment Proposal”).
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 at the Meeting, was required to approve the Articles Amendment Proposal. The requisite majority was achieved for approval of the Articles Amendment Proposal.
204,178 Class A ordinary shares were redeemed in connection with the approval of the Articles Amendment Proposal, resulting in 2,260,351 Class A Ordinary Shares remaining outstanding after the Meeting.
Set forth below are the final voting results for the proposal:
Articles Amendment Proposal
The Articles Amendment Proposal was approved. The voting results of the Ordinary Shares voted on the proposal were as follows:
| For | Against | Abstain | ||
| 5,578,217 | 0 | 0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to Article 49.10 of the Amended and Restated Memorandum and Articles of Association of the Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| CACTUS ACQUISITION CORP. 1 LTD. | ||
| By: | /s/ Stephen T. Wills | |
| Name: | Stephen T. Wills | |
| Title: | Chief Financial Officer | |
Date: May 30, 2023
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
CACTUS ACQUISITION CORP. 1 LIMITED
May 30, 2023
RESOLVED, as a special resolution, that:
(i) Article 49.10 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:
“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion Article hereof where the holders of such Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
| (a) | receive funds from the Trust Account; or |
| (b) | vote as a class with Public Shares on a Business Combination.” |