---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-016279"
form_type: "8-K"
ticker: null
cik: "0001865861"
company_name: "Cactus Acquisition Corp. 1 Ltd"
filed_at: "2024-02-23T23:59:59+00:00"
generated_at: "2026-06-05T17:35:00.582934+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Sponsor transfers 80% of securities to EVGI; CEO, CFO, chairman resign

## Summary
- Sponsor transferred 80% of founders' shares and private warrants to EVGI Limited for $1.00.
- CEO Ofer Gonen and CFO Stephen T. Wills resigned effective Feb 23, 2024.
- Chairman Nachum (Homi) Shamir and director Hadar Ron resigned; three new directors appointed.
- Remaining directors to resign after 14f-1 waiting period; replaced by Buyer designees.
- Promissory notes ($900k total) terminated; deferred underwriting fee and admin agreement waived.

## SEC filing metadata
- accession: 0001213900-24-016279
- form_type: 8-K
- cik: 0001865861
- company_name: Cactus Acquisition Corp. 1 Ltd
- filed_at: 2024-02-23T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1865861/000121390024016279/0001213900-24-016279-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1865861/000121390024016279/ea0200198-8k_cactusacqu1.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-016279
- JSON: https://secwatch.observer/filing/0001213900-24-016279.json
- Plain text: https://secwatch.observer/filing/0001213900-24-016279.txt

## Key facts
- Executive change
  Joep Thomassen was appointed as Director at Cactus Acquisition Corp. 1 Ltd.
  - Action: appointed
  - Role: Director
  source text: The New Directors are expected to serve on the following committees of the Board: Emmanuel Meyer: audit committee and compensation committee Huiyan Geng: audit committee Joep Thomassen: compensation committee
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865861/000121390024016279/0001213900-24-016279-index.htm
- Executive change
  Huiyan Geng was appointed as Director at Cactus Acquisition Corp. 1 Ltd.
  - Action: appointed
  - Role: Director
  source text: The New Directors are expected to serve on the following committees of the Board: Emmanuel Meyer: audit committee and compensation committee Huiyan Geng: audit committee Joep Thomassen: compensation committee
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865861/000121390024016279/0001213900-24-016279-index.htm
- Executive change
  Stephen T. Wills resigned as Chief Financial Officer at Cactus Acquisition Corp. 1 Ltd.
  - Action: resigned
  - Role: Chief Financial Officer
  source text: the following officers submitted the resignation of their respective offices: Ofer Gonen as Chief Executive Officer, and Stephen T. Wills as Chief Financial Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865861/000121390024016279/0001213900-24-016279-index.htm
- Executive change
  Ofer Gonen resigned as Chief Executive Officer at Cactus Acquisition Corp. 1 Ltd.
  - Action: resigned
  - Role: Chief Executive Officer
  source text: the following officers submitted the resignation of their respective offices: Ofer Gonen as Chief Executive Officer, and Stephen T. Wills as Chief Financial Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865861/000121390024016279/0001213900-24-016279-index.htm
- Executive change
  Emmanuel Meyer was appointed as Director at Cactus Acquisition Corp. 1 Ltd.
  - Action: appointed
  - Role: Director
  source text: The New Directors are expected to serve on the following committees of the Board: Emmanuel Meyer: audit committee and compensation committee Huiyan Geng: audit committee Joep Thomassen: compensation committee
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865861/000121390024016279/0001213900-24-016279-index.htm
- Executive change
  Hadar Ron resigned as Director at Cactus Acquisition Corp. 1 Ltd.
  - Action: resigned
  - Role: Director
  source text: each of Nachum (Homi) Shamir, Chairman of the Board, and Dr. Hadar Ron, a director, resigned as members of the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865861/000121390024016279/0001213900-24-016279-index.htm
- Executive change
  Nachum (Homi) Shamir resigned as Chairman of the Board at Cactus Acquisition Corp. 1 Ltd.
  - Action: resigned
  - Role: Chairman of the Board
  source text: each of Nachum (Homi) Shamir, Chairman of the Board, and Dr. Hadar Ron, a director, resigned as members of the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1865861/000121390024016279/0001213900-24-016279-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.