CCTSF 8-K
Cactus Acquisition Corp. 1 Ltd (CCTSF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
Appointment of New Directors
On February 23, 2024, effective upon their appointment, the Company’s board of directors determined that each of Emmanuel Meyer, Huiyan Geng and Joseph Thomassen (collectively, the “New Directors”) is an independent director under the listing rules of Nasdaq. As previously disclosed, Mr. Meyer and Ms. Geng will serve on the audit committee, along with Mr. Thomassen, who replaced Mr. Shulkin. Ms. Geng will act as the “financial expert” and serve as chairman of the audit committee. Mr. Meyer and Mr. Thomassen will comprise the compensation committee, replacing all of the former members of such committee. Mr. Thomassen will serve as chairman of the compensation committee.
As with all current directors of the Company, the New Directors will not be party to or participate in any material compensatory plan, contract or arrangement (whether or not written) of the Company. Furthermore, none of the New Directors has had a direct or indirect material interest in any transaction with the Company since the beginning of 2023, or in any currently proposed transaction, that is required to be disclosed under Item 404(a) of Regulation S-K of the U.S Securities and Exchange Commission.
Committee Appointments
The Company already has an audit committee and a compensation committee. Each of these committees was and continues to be comprised entirely of independent directors and acts under written charters, which more specifically sets forth their responsibilities and duties, as well as requirements for each committee’s composition and meetings. The charter of each of the committees, is available on the SEC’s website at sec.gov.
As a result of recent departures from the Company’s board, each of the audit committee and the compensation committee will consist of the following new board members:
| • | Audit Committee: Ms. Geng as Chairman; Ms. Geng, Mr. Meyer and Mr. Thomassen as members; and |
| • | Compensation Committee: Mr. Thomassen as Chairman; Mr. Thomassen and Mr. Meyer as members. |
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 LIMITED | ||
| By: | /s/ Emmanuel Meyer | |
| Name: | Emmanuel Meyer | |
| Title: | Director | |
Date: March 11, 2024