Cactus Acquisition Corp. 1 Ltd. SC 13D Filing

TL;DR

Graham MacGregor Chee via ARWM Inc. now has a stake in Cactus Acquisition Corp. 1 Ltd.

AI Summary

On May 22, 2024, Cactus Acquisition Corp. 1 Ltd. filed an SC 13D, indicating a change in beneficial ownership. Graham MacGregor Chee, through ARWM Inc Pte. Ltd., is the filing person. The filing pertains to Class A ordinary shares of Cactus Acquisition Corp. 1 Ltd.

Why It Matters

This filing signals a significant change in the ownership structure of Cactus Acquisition Corp. 1 Ltd., which could impact its future business operations and stock performance.

Risk Assessment

Risk Level: medium — SC 13D filings often indicate activist investors or significant stake acquisitions, which can lead to volatility and strategic shifts in the company.

Key Players & Entities

• Cactus Acquisition Corp. 1 Ltd. (company) — Subject Company
• Graham MacGregor Chee (person) — Filing Person
• ARWM Inc Pte. Ltd. (company) — Filing Person's Affiliation
• Class A ordinary shares (security) — Securities Subject to Filing

FAQ

Key Financial Figures

• $0.0001 — es): Class A ordinary shares, par value $0.0001 per share (CUSIP Number): G1745A108
• $1.00 — ially owned by the Reporting Person was $1.00. The source of these funds was working
• $0 — d one Class B ordinary share, par value $0.0001, of the Issuer (" Class B ordinary

Filing Documents

• chee20240517_sc13d.htm (SC 13D) — 101KB
• 0001437749-24-017997.txt ( ) — 103KB

Security and Issuer

Item 1. Security and Issuer This statement on Schedule 13D (the " Schedule 13D ") relates to the Class A ordinary shares, par value $0.0001 per share (the " Class A Ordinary Shares ") of Cactus Acquisition Corp. 1 Ltd, a Cayman Islands exempted company (the " Issuer "), whose principal executive offices are located at 4B Cedar Brook Drive, Cranberry, NJ 08512.

Identity and Background

Item 2. Identity and Background If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s). (a) Name; (b) Residence or business address; (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case; (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order; and (f) Citizenship. (a) This Schedule 13D is filed by 1. ARWM Inc Pte. Ltd. (" ARWM "), with respect to the Shares directly and beneficially owned by it; 2. Graham MacGregor Chee as the director of ARWM; and Each of the foregoing is referred to as a " Reporting Person " and collectively as the " Reporting Persons ." (b) The address of

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of the Shares currently beneficially owned by the Reporting Person was $1.00. The source of these funds was working capital of ARWM.

Purpose of Transaction

Item 4. Purpose of Transaction (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. On April 29, 2024, the Issuer entered into a sponsor securities purchase agreement (the " Purchase Agreement ") with the Issuer's sponsor, EVGI Limited (the " Sponsor ") and ARWM Inc Pte. Ltd. (the "

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) (b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared; (c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (240.13d-191), whichever is less, by the persons named in response to paragraph (a). Instruction . The description of a transaction required by Item 5(c) shall include, but not necessarily be limited to: (1) the identity of the person covered by Item 5(c) who effected the transaction; (2) the date of the transaction; (3) the amount of securities involved; (4) the price per share or unit; and (5) where and how the transaction was effected. (d) If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be inclu

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Describe any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions contained in loan agreements need not be included. On April 29, 2024, the Issuer entered into the Purchase Agreement described in Item 4 above. The Agreement is incorporated by reference to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2024.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition statements as required by 240.13d-1(k) and copies of all written agreements, contracts, arrangements, understandings, plans or proposals relating to: (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in Item 4; and (3) the transfer or voting of the securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6. Exhibit No. Description 10.1 Sponsor Securities Purchase Agreement dated April 29, 2024, by and ARWM Inc Pte. Ltd., Cactus Acquisition Corp. 1 Ltd, and EVGI Ltd. (incorporated b

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View this SC 13D filing on SEC EDGAR