SecProbe.io

CORRESP
1
filename1.htm

December 1, 2022

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Division of Corporation Finance, Office
of Real Estate & Construction

VIA EDGAR

 Re: Cactus Acquisition Corp. 1 Ltd (the “Company”)

Form 10-K for the Fiscal Year Ending
December 31, 2021

Filed March 31, 2022

File No. 001-40981

Dear Madam or Sir:

We hereby provide the following response to the
comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
concerning the above-referenced submission that was provided to the Company by the Staff in its letter dated November 16, 2022. To assist
your review, we have retyped the text of the Staff’s comment below in bold face type and have provided the Company’s response
immediately following the comment.

General

 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S.
person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability
to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial
business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets
with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination
and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an
example of your intended disclosure in your response.

We acknowledge
the Staff’s comment. In response thereto, the Company respectfully advises the Staff
that, as disclosed in the Company’s 2021 Annual Report on Form 10-K, as filed with the Commission on March 31, 2022 (“Annual
Report”), the Company’s primary strategy in searching for a business combination target is to focus on Israel-based companies
rather than domestic U.S. companies. However, the Company is not precluded from considering and pursuing a domestic U.S. company. Therefore,
to the extent that it should be applicable, the Company advises the Staff that, as disclosed in the Statement of Beneficial Ownership
on Schedule 13G, filed by the Company’s sponsor, Cactus Healthcare Management LP (the “Sponsor”), with the Commission
on March 21, 2022and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Sponsor is a Delaware
limited partnership and a U.S. person. The Sponsor’s sole general partner is Cactus Healthcare Management LLC, a Delaware organized
Limited Liability Company (“Cactus LLC”). Each of Israel Biotech Fund, Kalistcare Ltd., and Clal Biotechnology Industries
holds an equal 33.33% equity interest in Cactus LLC and each is a non-U.S. person. Cactus LLC may therefore be deemed to be controlled
by non-U.S. persons, and, indirectly, the Sponsor may be deemed to be controlled by non-U.S. persons. In future filings, the Company intends
to add the following risk factor to address the issue raised by the Staff’s comment:

The
Company may be deemed a “foreign person” and therefore may not be able to complete its business combination because such transaction
may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental
entities such as the Committee on Foreign Investment in the United States, or may be ultimately prohibited.

Our sponsor,
Cactus Healthcare Management LP, is controlled by non-U.S. persons. While we are focusing our search on technology-based healthcare businesses
that are domiciled in Israel, that carry out all or a substantial portion of their activities in Israel, or that have some other significant
Israeli connection, we may pursue a business combination target in any business or industry and across any geographical region, including
in the United States. Certain transactions in the United States are subject to specific rules or regulations that may limit, prohibit,
or create additional requirements with respect to foreign ownership of a U.S. company. In particular, our initial business combination,
if effected with a U.S. target company, may be subject to regulatory review and approval requirements by governmental entities, or ultimately
prohibited. For example, the Committee on Foreign Investment in the United States (“CFIUS”) has authority to review certain
direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors
to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign
direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines
that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the President
of the United States prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction
depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial
ownership interest and the nature of any information or governance rights involved.

As such,
a business combination with a U.S. business or foreign business with U.S. operations that we may wish to pursue may be subject to CFIUS
review. If a particular proposed business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that
we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction
without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to delay or recommend
that the President of the United States block our proposed initial business combination, require conditions with respect to such initial
business combination or recommend that the President of the United States order us to divest all or a portion of the U.S. target business
of our business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, or delay or
prevent us from pursuing, certain target companies that we believe would otherwise be beneficial to us and our shareholders. In addition,
certain types of U.S. businesses may be subject to rules or regulations that limit or impose requirements with respect to foreign ownership.

If CFIUS
determines it has jurisdiction, CFIUS may decide to recommend a block or delay our business combination, or require conditions with respect
to it, which may delay or prevent us from consummating a potential transaction. It is unclear at this stage whether our potential business
combination transaction would fall within CFIUS’s jurisdiction, and if so, whether we would be required to make a mandatory filing
or determine to submit a voluntary notice to CFIUS.

The process
of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited amount time left to complete our
business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we
are unable to consummate our initial business combination within the applicable time period required, including as a result of extended
regulatory review, we will, as promptly as reasonably possible, redeem the public shares for a pro rata portion of the funds held in the
trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman law to provide for claims of
creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment
in a target company and the chance of realizing future gains through any price appreciation in the combined company. Additionally, our
warrants will become worthless. As a result, the pool of potential targets with which we could complete a business combination may be
limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar
ties to non-U.S. persons.

*
* *

We appreciate your time and attention to our response
to the Staff’s comment set forth in this letter. Should you wish to discuss this letter at any time, please do not hesitate to contact
our legal counsel, Meitar Law Offices (Jonathan M. Nathan, Adv., phone: 011-972-3-610-3157; email: jonathann@meitar.com).

    Sincerely,

    /s/ Ofer Gonen

    Chief Executive Officer

    Cactus Acquisition Corp. 1 Limited

 Cc: Babette Cooper

   Jennifer Monick

(Securities and Exchange Commission)

    J. David Chertok, Adv.

    Haim Gueta, Adv.

    Jonathan M. Nathan, Adv.

    (Meitar Law Offices)