Initial Statement of Beneficial Ownership - Form 3

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * THOMSON TODD S 2. Date of Event Requiring Statement (Month/Day/Year) 2024-08-12 3. Issuer Name and Ticker or Trading Symbol ACTUATE THERAPEUTICS, INC. [ACTU] (Last) (First) (Middle) 9440 S. SANTA MONICA BLVD , SUITE #710 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) / 16.4% Owner 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) BEVERLY HILLS CA 90210 6. Individual or Join/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Date Exercisable and Expiration Date	3. Title and Amount of Securities Underlying Derivative Security	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	6. Nature of Indirect Beneficial Ownership
Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
THOMSON TODD S 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210	X			16.4% Owner
Kairos SPV Fund LLC 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210	X			2% Owner
Kairos Venture Opportunities I, L.P. 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210	X			5.3% Owner
Kairos Venture Partners II, L.P. 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210	X			7.6% Owner
Kairos-Actuate SPV, L.P. 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210	X			1.5% Owner

Signatures

/s/ Todd Thomson	2024-08-12
**Signature of Reporting Person	Date
/s/ James T Demetriades, Kairos SPV Fund LLC	2024-08-12
**Signature of Reporting Person	Date
/s/ James T Demetriades, Kairos Venture Opportunities I, L.P. [KVOI, L.P.]	2024-08-12
**Signature of Reporting Person	Date
/s/ James T Demetriades, Kairos Venture Partners II, L.P. [KVP II, L.P.]	2024-08-12
**Signature of Reporting Person	Date
/s/ James T Demetriades, Kairos-Actuate SPV, L.P.	2024-08-12
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**)	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The securities of Actuate Therapeutics, Inc. ("Actuate") that are reported herein are held directly by Kairos-Actuate SPV, L.P., Kairos Venture Partners II, L.P., Kairos Venture Opportunities I, L.P., and Kairos SPV Fund, LLC (collectively, the "Kairos Funds"). The Kairos Funds are managed and controlled by Kairos Venture Investments, LLC ("KVI"), subject to the Limited Partnership Agreements in place for each Kairos Fund. Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of KVI and is a director on the board of directors of Actuate. James Demetriades is the Chief Executive Officer of KVI.
(2)	Each of KVI, Mr. Thomson and Mr. Demetriades may be deemed to indirectly beneficially own the securities of Actuate held directly by the Kairos Funds. Each of KVI, Mr. Thomson and Mr. Demetriades disclaims beneficial ownership of the securities of Actuate held directly by the Kairos Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of KVI, Mr. Thomson or Mr. Demetriades is the beneficial owner of such securities for purposes of Section 16 or any other purchase.
(3)	Conversion timing occurs according to the terms and conditions stated in the Preferred Stock Purchase Agreement for each class. Conversion will occur automatically upon the closing of Actuate's initial public offering.
(4)	There is no expiration date on the rights of the warrants issued. Conversion occurs according to conditions stated in the Note and Warrant Purchase Agreement. Conversion will occur automatically upon closing of Actuate's initial public offering. The conversion price and the number of shares to be issued upon the closing of Actuate's initial public offering is estimated currently and will finalize at pricing of IPO.
(5)	Conversion occurs according to the terms and conditions stated in the Preferred Stock Purchase Agreement for each class. Conversion will occur automatically upon the closing of Actuate's initial public offering.

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