Material Agreement Form 8 K

As previously disclosed, Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company ("Cactus" or the "Company") has called an extraordinary general meeting of the Company to be held at 4:30 p.m. Eastern Time on November 1, 2024 (the "Meeting") for the purpose of considering and voting on, among other proposals, a proposal to approve, by way of special resolution, an amendment to Cactus' Amended and Restated Memorandum and Articles of Association (the "Articles") to extend the date by which Cactus has to consummate a business combination (the "Extension") from November 2, 2024 to November 2, 2025 (the or such earlier date as may be determined by Cactus' board of directors in its sole discretion (the "Articles Extension Proposal").

On October 29, 2024, the Company and ARWM Inc Pte. Ltd. (the "Sponsor"), entered into a non-redemption agreement (the "Non-RedemptionAgreement") with an unaffiliated third party (the "Non-Redeeming Shareholder"). Pursuant to the Non-Redemption Agreement, the Non-Redeeming Shareholder agreed not to redeem (or to validly rescind any redemption requests with respect to) an aggregate of 500,000 publicly-held Class A ordinary shares of the Company ("Non-RedeemedShares") in connection with the shareholder vote on the Articles Extension Proposal. In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Sponsor agreed to transfer an aggregate of 125,000 founder shares of the Company held by it ("Founder Shares") to the Non-Redeeming Shareholder immediately following, and subject to, consummation of an initial business combination. To the extent that a business combination does not close by May 2, 2025, the Sponsor agreed to transfer an additional 25,000 Founder Shares of the Company held by it per month beginning on May 3, 2025 and ending on October 2, 2025.

The transfer of the Founder Shares to the Non-Redeeming Shareholder is further conditioned upon (beyond the Company's consummation of an initial business combination): (i) the Non-Redeeming Shareholder continuing to hold the Non-Redeemed Shares through the Meeting; and (ii) the approval of the Articles Extension Proposal at the Meeting.

The Non-Redemption Agreement will help to limit a decrease in the amount of funds that remain in the Company's trust account following the Meeting.

The foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed herewith as Exhibit 10.1, which is incorporated herein by reference.

The Non-Redeeming Shareholder may purchase additional publicly-held Class A ordinary shares on the open market. Such purchases will be made at or below the redemption price expected to be paid to public shareholders who redeem their Class A ordinary shares in connection with the Meeting. If any shares are purchased, such purchased shares will not be entitled to vote in favor of the Extension at the Meeting.