Cactus Acquisition Corp. 1 Limited Enters Non-Redemption Agreement

Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company, recently disclosed its engagement in an extraordinary general meeting scheduled for 4:30 p.m. Eastern Time on November 1, 2024. The purpose of the meeting includes voting on a proposal to amend the company’s Amended and Restated Memorandum and Articles of Association. The proposed modification aims to extend the deadline for consummating a business combination from November 2, 2024, to November 2, 2025, or an earlier determined date by the board of directors.

On October 29, 2024, Cactus and ARWM Inc Pte. Ltd., the Sponsor, signed a non-redemption agreement with an unaffiliated third party, the Non-Redeeming Shareholder. Under this agreement, the Non-Redeeming Shareholder pledged not to redeem or rescind redemption requests concerning 500,000 publicly-held Class A ordinary shares (“Non-Redeemed Shares”) during the shareholder vote on the proposed Articles Extension. In return, the Sponsor agreed to transfer 125,000 founder shares of the company to the Non-Redeeming Shareholder post the completion of an initial business combination. Additionally, in the event the business combination does not close by May 2, 2025, the Sponsor committed to transferring an extra 25,000 Founder Shares monthly from May to October 2025.

The transfer of shares hinges on certain conditions, including the Non-Redeeming Shareholder retaining the Non-Redeemed Shares until the meeting and the approval of the Articles Extension Proposal during the meeting. This innovative agreement aims to preserve the funds in the company’s trust account following the meeting.

The Non-Redemption Agreement, in conjunction with the potential purchase of additional publicly-held Class A ordinary shares by the Non-Redeeming Shareholder at or below the anticipated redemption price for Class A ordinary shares, brings a strategic approach to the upcoming meeting. It’s noteworthy that any shares acquired through such purchases will not be eligible to vote in favor of the proposed extension during the meeting.

The complete details and nuances of the Non-Redemption Agreement can be found in the form of the agreement as filed in Exhibit 10.1. This filing further emphasizes the company’s dedication to following regulatory guidelines and ensuring transparency.

This report provides an overview of the key developments associated with Cactus Acquisition Corp. 1 Limited’s recent activities and agreements.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Cactus Acquisition Corp. 1’s 8K filing here.

About Cactus Acquisition Corp. 1

Cactus Acquisition Corp. 1 Limited does not have significant operations. It intends to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses in the emerging technology sector. The company was incorporated in 2021 and is based in Cranbury, New Jersey.