SEC Form SC 13D/A filed by Cactus Acquisition Corp. 1 Limited (Amendment)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 EVGI Limited

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS

 WC

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United Kingdom

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 2,360,000 (i) (ii)

 SHARED VOTING POWER

 SOLE DISPOSITIVE POWER

 2,360,000 (i)

 SHARED DISPOSITIVE POWER

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,360,000 (i) (ii)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 46.50% (iii)

 TYPE OF REPORTING PERSON

 CO

Consists of 2,359,999 Class A ordinary shares and 1 Class A ordinary share issuable upon conversion of 1 Class B ordinary share reported herein (collectively, the “Shares”) that are owned directly by EVGI Ltd (“EVGI”). The Shares were acquired pursuant to the Purchase Agreement, dated as of February 9, 2024 (“Purchase Agreement”), by and between Cactus Acquisition Corp. I Ltd (the “Issuer”), Cactus Healthcare Management LP and EVGI. On February 23, 2024, the transactions contemplated by the Purchase Agreement were consummated and EVGI purchased the Shares. On April 8, 2024, EVGI transferred 170,000 Shares the Issuer’s directors.

The 1 Class B ordinary share (which is convertible into 1 Class A ordinary share) has the right to vote on the appointment of directors prior to an initial business combination by the Issuer. With respect to any other matter submitted to a vote of the Issuer’s shareholders, including any vote in connection with an initial business combination, the Class A ordinary shares and Class B ordinary shares vote together as a single class, with one vote per share.

Based on 5,074,870 Class A Shares outstanding as of April 15, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2024.

 NAMES OF REPORTING PERSONS

 Emmanuel Meyer

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS

 WC

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 UNITED KINGDOM

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 SHARED VOTING POWER

  2,480,000 (i) (ii)

 SOLE DISPOSITIVE POWER

 SHARED DISPOSITIVE POWER

 2,480,000 (i)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,480,000 (i) (ii)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 48.87% (iii)

 TYPE OF REPORTING PERSON

 CO

Consists of 2,359,999 Class A ordinary shares and 1 Class A ordinary share issuable upon conversion of 1 Class B ordinary share reported herein (collectively, the “Shares”) that are owned directly by EVGI Ltd (“EVGI”) and 120,000 Class A ordinary shares that are held by Mr. Meyer directly. Mr. E. Meyer is the sole shareholder of EVGI and a minority shareholder in Evergreen Investment Partners AG (“Evergreen”), which is the sole shareholder of EVGI. As such, Mr. E. Meyer has voting and investment discretion with respect to the shares held by EVGI. Accordingly, Mr. E. Meyer may be deemed to have beneficial ownership of the Shares held by EVGI. Mr. E. Meyer disclaims any beneficial ownership of the reported Shares other than to the extent of any pecuniary interest he may have therein. The Shares were acquired pursuant to the Purchase Agreement, dated as of February 9, 2024 (“Purchase Agreement”) by and between Cactus Acquisition Corp. I Ltd (the “Issuer”), Cactus Healthcare Management LP and EVGI. On February 23, 2024, the transactions contemplated by the Purchase Agreement were consummated and EVGI purchased the Shares. On April 8, 2024, EVGI transferred 120,000 Shares to Mr. E. Meyer and a further 50,000 shares to the Issuer’s other directors.

The 1 Class B ordinary share (which is convertible into 1 Class A ordinary share) has the right to vote on the appointment of directors prior to an initial business combination by the Issuer. With respect to any other matter submitted to a vote of the Issuer’s shareholders, including any vote in connection with an initial business combination, the Class A ordinary shares and Class B ordinary shares vote together as a single class, with one vote per share.

Based on 5,074,870 Class A Shares outstanding as of April 15, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2024.

 NAMES OF REPORTING PERSONS

 Evergreen Investment Partners AG

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS

 WC

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United Kingdom

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 2,360,000 (i) (ii)

 SHARED VOTING POWER

 SOLE DISPOSITIVE POWER

 2,360,000 (i)

 SHARED DISPOSITIVE POWER

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,360,000 (i) (ii)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 46.50% (iii)

 TYPE OF REPORTING PERSON

 CO

Consists of 2,359,999 Class A ordinary shares and 1 Class A ordinary share issuable upon conversion of 1 Class B ordinary share reported herein (collectively, the “Shares”) that are owned directly by EVGI Ltd (“EVGI”). Evergreen Investment Partners AG (“Evergreen”) is the sole shareholder of EVGI. Evergreen disclaims beneficial ownership of the Shares held by EVGI, except to the extent of any pecuniary interest it may have therein. The Shares were acquired pursuant to the Purchase Agreement, dated as of February 9, 2024 (“Purchase Agreement”), by and between Cactus Acquisition Corp. I Ltd (the “Issuer”), Cactus Healthcare Management LP and EVGI. On February 23, 2024, the transactions contemplated by the Purchase Agreement were consummated and EVGI purchased the Shares. On April 8, 2024, EVGI transferred 170,000 Shares the Issuer’s directors.

The 1 Class B ordinary share (which is convertible into 1 Class A ordinary share) has the right to vote on the appointment of directors prior to an initial business combination by the Issuer. With respect to any other matter submitted to a vote of the Issuer’s shareholders, including any vote in connection with an initial business combination, the Class A ordinary shares and Class B ordinary shares vote together as a single class, with one vote per share.

Based on 5,074,870 Class A Shares outstanding as of April 15, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2024.

 NAMES OF REPORTING PERSONS

 Rafael Meyer

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS

 WC

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 URUGUAY

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 2,359,000 (i) (ii)

 SHARED VOTING POWER

 SOLE DISPOSITIVE POWER

 2,359,000 (i)

 SHARED DISPOSITIVE POWER

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,359,000 (i) (ii)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 46.50% (iii)

 TYPE OF REPORTING PERSON

 CO

Consists of 2,359,999 Class A ordinary shares and 1 Class A ordinary share issuable upon conversion of 1 Class B ordinary share reported herein (collectively, the “Shares”) that are owned directly by EVGI Ltd (“EVGI”). Evergreen Investment Partners AG (“Evergreen”) is the sole shareholder of EVGI. Rafael Meyer is the controlling shareholder of Evergreen. As such, Mr. R. Meyer may have voting and investment discretion with respect to the shares held by EVGI. Mr. R. Meyer disclaims beneficial ownership of the Shares held by EVGI, except to the extent of any pecuniary interest he may have therein. The Shares were acquired pursuant to the Purchase Agreement, dated as of February 9, 2024 (“Purchase Agreement”), by and between Cactus Acquisition Corp. I Ltd (the “Issuer”), Cactus Healthcare Management LP and EVGI. On February 23, 2024, the transactions contemplated by the Purchase Agreement were consummated and EVGI purchased the Shares. On April 8, 2024, EVGI transferred 170,000 Shares the Issuer’s directors.

The 1 Class B ordinary share (which is convertible into 1 Class A ordinary share) has the right to vote on the appointment of directors prior to an initial business combination by the Issuer. With respect to any other matter submitted to a vote of the Issuer’s shareholders, including any vote in connection with an initial business combination, the Class A ordinary shares and Class B ordinary shares vote together as a single class, with one vote per share.

Based on 5,074,870 Class A Shares outstanding as of April 15, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2024.

This Schedule 13D is filed by

EVGI Ltd (“EVGI”), with respect to the Shares directly and beneficially owned by it;

Emmanuel Meyer as the sole director of EVGI; and

Evergreen Investment Partners AG (“Evergreen”), as the sole shareholder of EVGI; and

Rafael Meyer as the controlling shareholder of Evergreen.

The address of the principal office of EVGI is 143 Station Road, Hampton, TW12 2AL, United Kingdom.

No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

No Reporting Person has, during the last five years, been 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.

EVGI is a private limited company organized under the laws of England and Wales.

Calculation of the percentage of Class A Ordinary Shares beneficially owned is based on 5,074,870 Class A Ordinary Shares outstanding as of April 15, 2024, as reported in the Issuer’s Annual Report on Form 810-K filed with the Securities and Exchange Commission on April 15, 2024.

The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by the Reporting Persons and the number of shares as to which the Reporting Persons have sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages to this Schedule 13D and are incorporated herein by reference.

Except as set forth in this Schedule 13D, the Reporting Person has not effected any transactions in the Class A Ordinary Shares in the past 60 days.

Not applicable.

Not applicable.

/s/ Emmanuel Meyer

/s/ Emmanuel Meyer

/s/ Rafael Meyer

/s/ Rafael Meyer