Financial Obligations and Risks - The company is incurring significant costs related to acquisition plans, with a commitment of $450,000 in working capital expected to be funded in April 2023[161]. - If the initial business combination is not completed due to insufficient funds, public shareholders may receive approximately $10.20 per share upon liquidation of the trust account[162]. - The trust account proceeds could be reduced if third parties bring claims against the company, potentially lowering the per-share redemption amount below $10.20[163]. - The company’s sponsor has agreed to be liable for claims that reduce the trust account funds below $10.20 per public share, but there is no guarantee of sufficient funds to satisfy these obligations[167]. - If the company is deemed an investment company under the Investment Company Act, it may face burdensome compliance requirements that could hinder the completion of the initial business combination[174]. - Changes in SEC rules affecting special purpose acquisition companies (SPACs) may adversely impact the company's ability to negotiate and complete its initial business combination[177]. - The company has not set aside funds to cover potential indemnity obligations from its sponsor, which may affect the funds available for initial business combinations and redemptions[167]. - The net proceeds from the initial public offering and the sale of private warrants were initially $130,142,000, which may be significantly reduced due to shareholder redemptions[193]. - The company may only complete one business combination with the proceeds from the initial public offering, leading to a lack of diversification that could negatively impact operations and profitability[192]. - The company may face challenges in completing a business combination if the target does not meet its general criteria, potentially leading to shareholder redemptions and difficulties in meeting closing conditions[189]. - If the company cannot complete its initial business combination within the required time frame, it may have to liquidate, resulting in shareholders receiving approximately $10.20 per share or less[226][227]. - The company may incur significant costs in investigating potential acquisition targets, which may not be recoverable if the acquisition does not proceed[227]. Business Strategy and Focus - The company is focused on technology-based healthcare businesses primarily in Israel but may pursue opportunities in various industries and locations[187]. - The company may pursue acquisition opportunities with early-stage or financially unstable businesses, which carry inherent risks due to limited historical financial data[197]. - The company is focusing on technology-based healthcare businesses with significant connections to Israel, but it may pursue targets in any industry or geographical region[221]. - The company plans to acquire a non-U.S. target, specifically an Israel-centered entity, which may expose it to foreign currency risks affecting revenue and expenses[237]. Regulatory and Compliance Challenges - The company may face challenges in completing its initial business combination due to compliance obligations under the Sarbanes-Oxley Act, which could require substantial financial and management resources[218]. - The company’s ability to pursue business combinations may be limited by regulatory review and approval requirements, particularly if the target company is based in the U.S. or has U.S. operations[220][223]. - The company is classified as an "emerging growth company" and a "smaller reporting company," which allows it to take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors[213][214]. - The company may remain an emerging growth company for up to five years, unless the market value of its ordinary shares held by non-affiliates exceeds $700 million, which would result in the loss of this status[214]. - The company is not required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting as long as it remains an emerging growth company[219]. - The company may face additional risks associated with cross-border business combinations, including regulatory approvals and currency fluctuations[230]. - Economic, political, and social conditions in the country of operations could significantly impact the company's business and financial results following a business combination[236]. Shareholder and Management Dynamics - The company’s initial shareholders collectively own 20% of shares and may influence votes on amendments to governing documents, potentially facilitating business combinations against the wishes of other shareholders[207]. - Initial shareholders control 20% of the issued and outstanding ordinary shares and appoint all directors prior to the initial business combination[270]. - Key personnel from the target business may resign after the initial business combination, impacting operations and profitability[242]. - The company may not maintain control of the target business post-combination, raising concerns about new management's capabilities[243]. - Key personnel may negotiate employment agreements with the target business, which could create conflicts of interest[248]. Financial Instruments and Market Conditions - The company issued 12,650,000 units, including warrants to purchase 6,325,000 Class A ordinary shares at an exercise price of $11.50 per warrant[276]. - If the market value of Class A ordinary shares falls below $9.20, the exercise price of the warrants will be adjusted to 115% of the higher of the market value and the newly issued price[271]. - The company may redeem outstanding warrants at a price of $0.01 per warrant if the last reported sales price of Class A ordinary shares equals or exceeds $18.00 for any 20 trading days within a 30 trading-day period[273]. - The potential issuance of additional Class A ordinary shares upon exercise of warrants could make the company a less attractive acquisition vehicle[276]. - The company may face significant adverse consequences if Nasdaq delists its securities, including reduced liquidity and limited market quotations[266]. - The potential issuance of shares underlying various groups of warrants may significantly dilute the equity interest of investors in the initial public offering[299]. - The company may issue additional Class A ordinary shares or preference shares to complete the initial business combination, which could further dilute shareholder interests[301]. - The founders shares will convert into Class A ordinary shares on a one-for-one basis upon completion of the initial business combination, subject to adjustments[308]. - The company is authorized to issue up to 5,000,000 preference shares, par value $0.0001, which are available for issuance following the initial public offering[305]. - The existence of registration rights may complicate the initial business combination and potentially increase costs[299]. Insurance and Legal Considerations - The market for directors and officers liability insurance has become less favorable, potentially complicating the negotiation of an initial business combination[262]. - The company may need to purchase run-off insurance to protect directors and officers, which could add expenses and affect the ability to consummate a business combination[263]. - The company may face difficulties in protecting shareholder interests due to its incorporation under the laws of the Cayman Islands[279]. - The exclusive forum provision in the company's amended and restated memorandum and articles of association may limit shareholders' ability to bring claims in a judicial forum of their choosing[285]. - The company is subject to the federal securities laws of the United States, but the courts of the Cayman Islands may not recognize or enforce U.S. judgments[282]. Investment and Financial Management - The company has invested net proceeds from its initial public offering and private warrants in U.S. government treasury bills with a maturity of 185 days or less[350]. - The investments are also placed in money market funds that comply with Rule 2a-7 under the Investment Company Act, focusing on direct U.S. government treasury obligations[350]. - Due to the short-term nature of these investments, the company believes there will be no material exposure to interest rate risk[350].

Financial Position - As of September 30, 2022, total assets amounted to $130.625 million, a slight increase from $130.615 million as of December 31, 2021[17] - Current assets decreased to $797 thousand from $1.308 million as of December 31, 2021, primarily due to a reduction in cash and cash equivalents[17] - The accumulated deficit increased to $3.741 million as of September 30, 2022, from $3.083 million at the end of 2021[17] - Cash held in the trust account increased to $129.802 million as of September 30, 2022, compared to $129.032 million as of December 31, 2021[17] - As of September 30, 2022, the company had approximately $464,000 in cash and $661,000 in working capital, down from $975,000 and $1,068,000 respectively as of December 31, 2021[72] Earnings and Income - The company reported a net earning of $403 thousand for the three months ended September 30, 2022, compared to a net loss of $20 thousand for the same period in 2021[19] - Interest income for the nine months ended September 30, 2022, was $770 thousand, with no interest income reported for the same period in 2021[19] - As of September 30, 2022, the Company reported a net loss attributable to Class A ordinary shareholders of $525 thousand for the nine months ended[62] - Basic and diluted earnings per Class A ordinary share for the nine months ended September 30, 2022, was $0.02[62] Initial Public Offering (IPO) - The initial public offering raised a total of $126.5 million, with an additional $2.53 million invested by the sponsor to preserve a redemption value of $10.20 per share[34] - The Company issued and sold 12,650,000 units at an offering price of $10.00 per unit, raising a total of $126,500 thousand in the Initial Public Offering[49] - The net proceeds from the initial public offering and private warrants totaled $130,142,000, with $129,030,000 deposited into a non-interest-bearing trust account[78] - The Company has authorized up to 500,000,000 Class A ordinary shares, of which 12,650,000 have been issued as part of the Public Offering[54] Business Combination Plans - The Company intends to focus on Israeli technology-based life science businesses for its initial business combination[30] - The Company has not yet reached a definitive agreement with a specific target company for an initial business combination[70] - The Company intends to utilize cash from the IPO proceeds, new financing, and potential debt financing to effectuate its initial business combination[70] - The Company has until May 2, 2023, to complete an Initial Business Combination, or it will face mandatory liquidation[40] Financial Liabilities and Costs - The Company has a deferred underwriting compensation liability of $4,428 thousand, payable upon completion of the Initial Business Combination[67] - The Company paid an underwriting commission of $2,530 thousand, which is 2.0% of the gross proceeds from the Public Offering[53] - The company is obligated to pay a deferred underwriting fee of $4,427,500 upon the consummation of its initial business combination transaction[85] - The company has a convertible promissory note allowing it to borrow up to $450 thousand from the Sponsor to finance costs related to its Business Combination[66] - The company has secured up to $450,000 in loans from its sponsor to fund potential working capital deficiencies leading up to the initial business combination[77] Operational Challenges - The company has not engaged in any revenue-generating operations to date and has only incurred expenses related to organizational activities and due diligence for potential business combinations[73] - The company expects to incur significant costs in pursuit of its acquisition plans and cannot assure the success of its initial business combination or related capital-raise[74] - The company anticipates needing additional financing to operate the combined company following the initial business combination, which may be challenging given the current market conditions[83] - The company has expressed substantial doubt about its ability to continue as a going concern if it cannot complete a business combination within 18 months of its initial public offering[95] Economic and Regulatory Environment - The company is facing adverse impacts from unfavorable macro-economic trends, including supply chain delays and rising shipping costs due to the ongoing geopolitical situation, which have contributed to global inflationary pressures[96] - High global inflation rates have prompted governments and central banks to raise interest rates, potentially inhibiting economic activity and access to capital markets, which may lead to a recession[96] - The company’s ability to consummate a potential business combination may be materially affected by these deteriorating economic conditions, impacting access to financing[97] - Changes in SEC rules regarding special purpose acquisition companies (SPACs) could increase the costs and time required to negotiate and complete an initial business combination[99] - Proposed SEC rules may impose additional compliance costs and constraints on the company’s ability to complete business combinations, affecting operational strategies[100] Miscellaneous - The company has incurred operating expenses of $648,000 following the IPO, leaving a cash balance of $464,000 as of September 30, 2022[78] - There are no off-balance sheet financing arrangements as of September 30, 2022, and the company does not participate in transactions that create relationships with unconsolidated entities[84] - The company’s IPO was declared effective on October 28, 2021, with no material change in the expected use of proceeds as described in the final prospectus[101]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40981 (Exact name of registrant as specified in its charter) | Cayman Islands | | N/A | | --- | --- | --- | | (State or other jurisdict ...

For the transition period from to UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-40981 Cactus Acquisition Corp. 1 Ltd. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisd ...

FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number 001-40981 Cactus Acquisition Corp. 1 Ltd. (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Cayman Islands 333-258 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40981 CACTUS ACQUISITION CORP. 1 LIMITED (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | - ...