CTAA SEC filings, in plain English
Everything ClearThink 1 Acquisition has filed with the SEC that we hold — 31 filings, newest first, 29 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026, filed by ClearThink 1 Acquisition Corp., a blank-check company that completed its IPO in February 2026 and is still searching for a business combination target. No new deal announcement, no extension proposal, no material change in trust value per share. Sponsor advance repaid at IPO; all pre-IPO loans extinguished. The trust holds $126,658,210 as of June 30, 2026, representing $10.12 per public share (up from $10.00 at IPO due to interest income). The 21-month deadline to complete a business combination runs from the February 25, 2026 IPO closing, making the current deadline approximately November 24, 2027. The sponsor may seek a shareholder vote to extend, depositing $0.033 per share per month. Why it matters: This is a routine first-quarter filing post-IPO, confirming the SPAC is on the clock with no announced target. Trust value per share is $10.12, so there is no trust erosion. The sponsor's working capital loan facility of up to $1,500,000 is available but undrawn. The filing confirms sponsor conduct indemnification language and the combination period mechanics. The market implication is minimal: the SPAC is still in its early search phase, with no material change in redemption mechanics, trust value, or sponsor risk.
What changed vs 2026-05-15trust $125.6M → $126.7M +1%trust account, mandate language, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $125.6M$126.7M
- Mandate language
- focus its search on high potential businesses based in the U… · unchanged
- Redeemable shares
- 12.5M · unchanged
SpacBrain reads this as $1,088,400 was added to the trust between the two filings.
The clause “99 Total Current Assets 1,569,815 59,999 Deferred offering costs - 252,543 Cash Held in Trust Account 126,658,210 - Total Assets $ 128,228,025 $ 312,542 LIABILITIES, SHARE SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (DEFICIT)”…
The clause …“and contingencies (Note 6) - Class A Ordinary Share, $ 0.0001 par value; 12,515,000 and 0 shares subject to possible redemption at $ 10.12 and $ 0.00 per share at June 30, 2026 and December 31, 2025, respectively 126,658,210 -”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document IS a Notification of Late Filing (Form 12b-25) submitted to the Securities and Exchange Commission, formally notifying regulators that the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, was not submitted within the prescribed statutory timeframe. Regarding mechanics, the filing introduces no modifications to the redemption deadline, trust account distribution value, or business combination extension schedule. CEO William Brock states the Registrant could not compile required disclosure approvals without unreasonable effort or expense, but pledges to deliver the delayed Quarterly Report no later than the fifth calendar day following the original due date. He confirms all other periodic reports mandated under Section 13 or 15(d) of the Exchange Act were filed during the preceding 12 months and indicates the company does not anticipate significant operational variances from the prior fiscal year. As a search-phase special purpose acquisition vehicle, executive leadership acknowledges only nominal ongoing activity. Why it matters: For investors monitoring redemption calendars, trust solvency, sponsor execution timelines, and merger progress, this compliance exhibit signals administrative filing delay rather than strategic milestones like a target announcement, trust extension vote, or capital raise. CEO William Brock, who signed the notification on August 17, 2026, lists telephone number (561) 358-3696 as the direct point of contact for securities staff inquiries. On substantive corporate metrics, Brock’s filing claims the Registrant was incorporated as a Cayman Islands exempted company on September 11, 2025, and that the registration statement on Form S-1 for the initial public offering received effectiveness declaration on February 13, 2026. Because of the recent charter date, he notes there is no corresponding quarterly comparative data for the period ended June 30, 2025. The document contains zero disclosed claims regarding customer concentration, revenue streams, projected market size, merger strategy, target technology, pipeline partnerships, ongoing litigation, or key executive transitions. All referenced facts derive exclusively from the chief executive’s self-reported regulatory correspondence.
What changed: A Schedule 13G/A joint filing agreement submitted under Rule 13d-1(k) to allow Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. to file a single beneficial ownership statement for ClearThink 1 Acquisition Corp. The filing serves as an amendment procedural attachment to an existing 13G disclosure. It confirms the administrative arrangement between the two named parties but reports no adjustments to the SPAC’s redemption deadline, trust account balance, extension schedule, merger negotiation status, or sponsor conduct. Why it matters: For investors tracking CTAA’s SEARCHING phase, this document establishes the regulatory reporting vehicle for two affiliated stakeholders while leaving all mechanical variables unchanged. It contains no substantive claims regarding customer relationships, revenue performance, addressable market size, corporate strategy, technology development, commercial partnerships, litigation exposure, or executive personnel appointments. Because the excerpt discloses only the joint filing authorization dated 2026-08-14 and omits the accompanying schedule body that would show altered share quantities or modified investment intent, it does not advance redemption timelines, affect per-share trust accounting, or signal progress toward a business combination.
What changed: A Schedule 13G/A beneficial ownership report filed with the SEC, identified by file number 0000919574-26-005330 and submitted by Highbridge Capital Management, LLC. According to the provided filing text, the document contains only its title, SEC form designation, file number, and reporting holder name. It discloses no share quantities, ownership percentages, acquisition costs, transaction dates, or statements of purpose. Consequently, the filing reports nothing regarding the November 24, 2027 search deadline, extension procedures, target development, redemption mechanics, or sponsor conduct. Why it matters: As a standard regulatory disclosure tracking institutional holdings, the filing monitors capital allocation rather than SPAC corporate governance. Without attached schedules or narrative details, investors cannot determine whether Highbridge Capital Management is accumulating, maintaining, or reducing its position in CTAA. The excerpt therefore offers no signal regarding potential redemption pressure, trust account sufficiency, or strategic moves ahead of the issuer's search period expiration.
What changed: A Schedule 13G/A — a routine compliance exhibit and beneficial ownership report. The filing attributes the submission to Aristeia Capital, L.L.C., identifying it as an amendment to a prior ownership disclosure. It provides no specific data on share counts, percentages, acquisition timing, or transaction conditions, and therefore reports no modifications to redemption deadlines, trust account mechanics, extension procedures, or sponsor conduct. Why it matters: As a standard institutional holding update, the filing neither advances nor delays the business combination timeline, alters redemption pricing, nor indicates changes to investor protections. Because the excerpt contains no financial metrics, customer lists, partnership announcements, litigation details, or strategic directives, it carries no material impact on deal progress or trust administration.
What changed: Schedule 13G beneficial ownership report. The filing discloses that Mangrove Partners IM, LLC and Nathaniel August have registered their beneficial ownership positions in CTAA. The provided excerpt contains no statements regarding the SPAC’s target search progress, any proposed business combination, sponsor conduct, trust account adjustments, extension voting procedures, or modifications to the shareholder redemption timeline. No claims concerning customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel are present in the text. Why it matters: For investors monitoring redemption windows, trust valuations, extension mechanisms, deal velocity, and sponsor accountability, a standalone 13G does not trigger structural changes to a searching SPAC’s framework. Ownership accumulation reported on Form 13G signals institutional or accredited positioning relative to the company’s lifecycle, but absent accompanying proxy solicitations, trust amendment resolutions, PIPE commitments, or board nominations, the submission operates purely as a regulatory transparency instrument. It does not independently advance de-SPAC negotiations, alter the mandatory redemption calendar, or shift control dynamics until additional definitive materials are filed.
What changed: Quarterly report (Form 10-Q) for ClearThink 1 Acquisition Corp. for the three months ended March 31, 2026, the company's first quarterly filing since its IPO. The company completed its IPO on February 25, 2026, issuing 12,500,000 units at $10.00 per unit, and a concurrent private placement of 315,000 units to the sponsor. Net proceeds of $125,150,000 were deposited in the trust account. After the quarter end, the underwriters' over-allotment option expired, resulting in the surrender of 620,000 Class B ordinary shares, leaving 4,171,667 Class B shares outstanding. The trust account held $125,569,810 as of March 31, 2026, implying a redemption value of approximately $10.05 per public share. No business combination has been announced. Why it matters: This filing establishes the baseline trust value per share ($10.05 as stated, though the prompt notes $10.12, likely from subsequent interest) and confirms the sponsor's final share count post-forfeiture. It provides the first look at the company's operating expenses and interest income from the trust. Investors tracking redemption mechanics will note the current trust value exceeds the $10.00 IPO price, no imminent deadline (21 months from IPO, i.e., November 2027), and no redemption activity or extension solicitation. The company remains in the search phase.
What changed: A Schedule 13G beneficial ownership report. The filing text solely identifies Highbridge Capital Management, LLC as the reporting holder. It records no change in share quantity, voting power, acquisition target assignment, redemption volume, trust account adjustments, extension proposals, or sponsor conduct. Why it matters: Because the document contains only a regulatory title and holder name, it leaves all stated operational parameters unmodified. It contains no claims attributable to Highbridge Capital Management, LLC or the issuer regarding customer bases, revenue figures, market size estimates, strategic objectives, technology platforms, partnership arrangements, litigation status, or personnel appointments.
What changed: Schedule 13G beneficial ownership report. The provided text reports no adjustments to redemption windows, per-share trust balances, extension votes, business combination timelines, or sponsor fiduciary actions. Why it matters: Glazer Capital, LLC and Paul J. Glazer filed the document to disclose their equity position. The text contains no statements concerning commercial contracts, income streams, addressable markets, corporate strategy, proprietary systems, alliances, pending lawsuits, or leadership roster, indicating the filing serves purely as a standard regulatory ownership update rather than an operational or strategic disclosure.
What changed: Routine compliance exhibit: a Schedule 13G beneficial ownership report filed by Aristeia Capital, L.L.C. regarding CTAA. Aristeia Capital, L.L.C. submitted the filing on 2026-05-14. The provided excerpt contains only the form designation, SEC accession number, and holder name. It makes no changes to or references regarding the $10.12 trust share value, the 2027-11-24 business combination deadline, extension mechanisms, redemption triggers, target identification progress, or sponsor conduct. No updates to previously disclosed SPAC operational parameters are included in the text. Why it matters: Aristeia Capital, L.L.C. files the 13G to declare beneficial ownership meeting the Section 13(d) reporting threshold, which signals a passive institutional stance during the SEARCHING phase. Beyond establishing that the holder maintains a tracked position, the filing presents no substantive assertions about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a result, the disclosure does not shift redemption liquidity assumptions, deadline urgency, or governance risk, though it fulfills standard regulatory transparency for major shareholders.
What changed: This document is a Schedule 13G beneficial ownership report listing AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as registered holders of ClearThink 1 Acquisition securities. The filing updates the public register of institutional shareholders but discloses no numerical share counts, ownership percentages, acquisition dates, or transaction classifications. Accordingly, it introduces no alterations to CTAA’s redemption timeline, trust distribution mechanics, extension voting procedures, merger negotiation stage, or sponsor conduct metrics. Why it matters: The report confirms capital deployment into a SPAC classified in SEARCHING status, indicating institutional position-holding ahead of a potential de-SPAC transaction. The filing contains zero substantive operational disclosures, providing no information on prospective customers, contracted revenue, addressable market sizing, target acquisition strategy, proprietary technology, strategic alliances, ongoing litigation, or executive personnel movements. Without a pending business combination definition or amended charter/warrant terms, this regulatory update does not activate redemption windows or adjust trust fund expectations. Consequently, the filing registers holder composition rather than driving near-term liquidity events or valuation inflection points.
What changed: This filing is a Form 3—insider ownership report submitted to the Securities and Exchange Commission by director Hunt Darwin for Clearthink 1 Acquisition Corp., documenting beneficial ownership of equity securities. As documented in the submission, Hunt Darwin reported no non-derivative transactions or holdings. There is therefore no update to insider equity alignment, nor any mechanical impact on the redemption calendar, trust distribution schedule, extension window, merger progression, or sponsor conduct. Why it matters: During the SEARCHING phase, the static reporting of director Hunt Darwin’s equity position signals no near-term shift in capital commitment or managerial signaling that typically precedes a de-SPAC transaction. Beyond this routine compliance attestation, the filing contains no statements regarding target candidates, revenue projections, customer concentrations, market opportunity, proprietary technology, strategic partnerships, legal proceedings, or executive appointments.
What changed: A Form 8-K Current Report (Item 8.01 Other Events) accompanied by Exhibit 99.1, a press release announcing the mechanical separation of the registrant’s public units into independently tradable Class A ordinary shares and fractional purchase rights. The filing reports no adjustments to the SPAC’s redemption deadline, trust account value, extension provisions, or business combination timeline. Instead, it announces that holders of the Company’s public units (CTAAU) may elect to separate them into underlying securities commencing April 16, 2026. According to the press release attached to the filing, each public unit consists of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share. The press release further specifies that five rights will entitle the holder to receive one Class A ordinary share upon the consummation of a business combination. Units not separated will continue trading under the CTAAU ticker. The filing directs unitholders to have brokers contact transfer agent VStock Transfer LLC to execute the separation. Why it matters: Although the redemption calendar, trust mechanics, and search status remain unchanged, the disclosure materially defines the standalone economics of the detachable rights ahead of their Nasdaq debut under CTAAR. Because the press release confirms that fractional ownership accumulates until five rights equal one full Class A ordinary share at merger closing, investors tracking redemption pricing and arbitrage spreads must model the rights as a distinct incremental equity instrument rather than immediate voting shares. The filing also reiterates the sponsor’s stated strategy: the press release notes the company 'intends to focus on the financial services sector in the United States and other developed countries,' establishing baseline target parameters without triggering any amendment to the current SEARCHING status. Signed by Chief Executive Officer William Brock, the report introduces Ari Brown as the designated press contact and identifies D. Boral Capital LLC as the sole book-running manager of the initial public offering.
What changed: A routine compliance exhibit (SEC Form 3 insider ownership report) filed by director Yosef Milgrom for ClearThink 1 Acquisition Corp., explicitly noting that no non-derivative transactions or holdings were reported. The filing records zero changes to insider equity positions. No acquisitions, dispositions, or derivative exercises of SPAC shares or warrants are listed for the reporting director. Why it matters: As an administrative reporting instrument capturing no initial or ongoing equity positions, the Form 3 provides no visibility into sponsor commitment, anchor investor behavior, or management alignment relative to the combination window. It introduces no adjustments to the per-share trust amount, reveals no extension voting triggers, and supplies no data on potential redemptions. Investors monitoring cash flow preservation or deal-progress signals should treat this submission as a procedural null entry rather than a material development.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by ClearThink 1 Acquisition Corp., a blank check company that completed its initial public offering in February 2026 and is still searching for a business combination target. This is the first annual report after the IPO. It confirms the IPO raised $125,150,000 in gross proceeds, with $125,150,000 deposited in the trust account (approximately $10.00 per public share). The deadline to complete a business combination is November 25, 2027 (21 months from the IPO closing). The sponsor holds founder shares and private units; the founder shares were acquired for $25,000. The report details redemption rights, sponsor indemnification obligations, and conflicts of interest. The company had no operations and reported a net loss of $46,492 from inception through December 31, 2025. Why it matters: This filing provides the first audited financials and full disclosure post-IPO, confirming the trust account value per share, the redemption deadline, and the sponsor's low-cost stake. Investors can assess the timeline, dilution risk, and the terms under which they may redeem shares. The filing also highlights risks such as potential inability to complete a business combination within the deadline and sponsor conflicts.
What changed: Routine compliance exhibit: Form 3, an SEC initial statement of beneficial ownership of securities filed by ClearThink 1 Acquisition Corp. The filing states that reporting person Thomas Zipser reported no non-derivative transactions or holdings. There is therefore no alteration to insider equity positions, and the document contains no language, amendments, or board actions that would modify redemption deadlines, trust distribution mechanics, extension triggers, or merger target search progression. Why it matters: Investors tracking CTAA’s SEARCHING phase receive no actionable shift in governance, capital structure, or sponsor conduct from this submission. The only substantive disclosure is the filing’s explicit attribution of the consolidated titles director, CFO, Treasurer, and Secretary to Thomas Zipser, which reflects internal role assignment rather than strategic direction. Per the document’s own text, there are zero claims regarding customers, revenue, market size, technology, partnerships, litigation, or business combination timelines. The SEC accession number 0001493152-26-009171 and the filing date of 2026-03-06 anchor the record as a standard administrative checkpoint, confirming that redemption tracking, trust valuation, and extension voting remain governed entirely by prior prospectus and proxy materials.
What changed: A Form 3 initial statement of beneficial ownership of securities. The filing records an indirect holding of 315,000 shares in ClearThink 1 Acquisition Corp. by Brock William, who serves as director, CEO, and President. No transactions occurred; the report merely catalogues a static equity position at the time of disclosure. Why it matters: This submission fulfills routine Section 16(a) compliance obligations and does not modify the SPAC’s redemption deadline of 2027-11-24, trust balance of $10.12 per share, or search-phase operational status. It confirms the stated magnitude of executive ownership but provides no information on target acquisition progress, extension voting mechanics, sponsor governance conduct, or shareholder redemption activity. Because Form 3 filings capture ownership snapshots rather than trade executions, they carry zero immediate impact on investor liquidation windows or deal catalysts. Monitoring subsequent Forms 4 will be necessary to detect any actual purchase, sale, or position adjustment that could signal management capital commitment or strategic intent during the remaining search period.
What changed: Form 8-K/A (Amendment No. 1) filed to replace Exhibit 99.1 with an updated audited balance sheet as of February 25, 2026, which corrects disclosures in the accompanying notes regarding offering cost allocations and fair value measurements, and attaches an independent registered public accounting firm report dated March 5, 2026. According to the amended balance sheet, the Trust Account holds $125,000,000. Operating assets include $1,737,168 in cash, $193,748 in prepaid expenses, and a $203,639 over-allotment liability. Total shareholders’ equity is reported as $1,727,277. The filing discloses that on February 26, 2026, underwriters partially exercised their over-allotment option, purchasing 15,000 additional units for $150,000 in gross proceeds before discounts. It also records that on February 23, 2026, the sponsor cancelled and surrendered 958,333 Class B ordinary shares, leaving 4,791,667 outstanding. Offering costs are itemized in the notes as $625,000 in underwriter commissions and $572,592 in other costs, aggregating to $1,197,592. The auditor assigns a $0.24 fair value to each public right and carries the over-allotment option at a $203,639 liability value using Black-Scholes assumptions of a 45-day term, 0% dividend rate, 3.74% risk-free rate, and 6.00% volatility. Why it matters: Per Note 1, management represents the Company intends to focus its search on high potential United States businesses and has not commenced operations. The balance sheet classifies 12,500,000 Class A ordinary shares at $125,000,000 as temporary equity subject to possible redemption at $10.00 per share. According to the Liquidity and Capital Resources section, management believes the Company possesses sufficient working capital to identify candidates, perform due diligence, and structure transactions through the earlier of a Business Combination completion or one year from this filing. The Combination Period spans 21 months from the IPO closing, after which the Company must cease operations, redeem 100% of Public Shares from the Trust Account, and dissolve. Per Note 5, the Sponsor waived liquidating distribution rights to Founder Shares but the filing explicitly states the Company has not verified Sponsor solvency, noting the belief that the Sponsor’s only assets are Company securities, which directly impacts the practical enforceability of the indemnification protection for the Trust Account. The partial over-allotment exercise adjusts the pro forma capital structure but does not modify the redemption mechanics, trust preservation framework, or 21-month extension conditions requiring deposits of $0.033 per share per month.
What changed: This document is a Current Report on Form 8-K and accompanying audited balance sheet disclosing the consummation of the initial public offering and concurrent private placement. As stated in the filing, on February 25, 2026, ClearThink 1 Acquisition Corp. closed its IPO of 12,500,000 units at $10.00 per unit for $125,000,000 in gross proceeds, alongside a private placement to ClearThink 1 Sponsor LLC of 315,000 units for $3,150,000. On February 26, 2026, underwriters partially exercised the over-allotment option for 15,000 units, adding $150,000. The company deposited $125,000,000 into the trust account. Transaction costs totaled $1,225,021, including $625,000 in underwriter commissions. The combination period is set at 21 months from the IPO closing. To extend, the company must deposit $0.033 per share per month into the trust account. Following the cancellation of 958,333 Class B shares on February 23, 2025, 4,791,667 founder shares remain outstanding, with up to 625,000 subject to forfeiture. The sponsor waives redemption and liquidation rights for founder shares. A $15,000 monthly administrative fee is payable to the sponsor. Up to $1,500,000 in working capital loans may convert to units at $1.00 per right. CEO William Brock signed the report, and management identifies the Chief Financial Officer as the chief operating decision maker. Why it matters: This filing establishes the foundational trust balance, capital structure, and timeline for CTAA. The 21-month combination window defines the deadline before mandatory liquidation, which would trigger public share redemptions at the pro-rata trust balance (initially anticipated to be $10.00 per public share, plus any pro rata interest then in the Trust Account, net of taxes payable for the Company’s franchise and income taxes or funds for working capital requirements). The $0.033 monthly extension deposit requirement and sponsor waiver provisions set the baseline economics for shareholders in a liquidation or extension scenario. The partial over-allotment exercise adjusts the post-offering share count and founder forfeiture parameters but leaves the core trust mechanism and redemption rights unchanged. Regarding other substance, management states the company intends to focus its search on high-potential businesses based in the United States, notes it has not commenced operations, and will generate non-operating income solely from interest on trust proceeds. Rights attached to units model a $0.24 fair value per right using a 24.00% combined probability, 3.45% risk-free rate, and 6.00% volatility. Auditor WithumSmith+Brown, PC issued an unqualified opinion on the February 25, 2026 balance sheet. None of these items alter the mandatory redemption floor or extension mechanics, but they confirm sponsor alignment, working capital liquidity sources, and the company’s pre-operation status as reported by management.
What changed: This filing is an Exhibit A, specifically a Joint Filing Agreement, attached to a Schedule 13G beneficial ownership report for ClearThink 1 Acquisition Corp. The document records an agreement signed by Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP; and Frederick V. Fortmiller, Jr. to file the associated Schedule 13G jointly under Rule 13d-1(k). Regarding SPAC mechanics, the provided text contains no amendments to redemption windows, trust account calculations, extension proposals, business combination milestones, or sponsor governance provisions. Any changes to aggregate share counts, acquisition purposes, or voting agreements would be located in the primary Schedule 13G disclosure, which is not appended here. Why it matters: Because the excerpt is limited to a procedural joint-filing signature page, it does not alter investor redemption options, affect trust account valuations, or signal movement toward a de-SPAC transaction. The filing itself attributes no business operations, customer claims, revenue projections, strategic initiatives, technological developments, partnership announcements, litigation matters, or executive appointments to the issuer. It solely demonstrates administrative alignment among the listed Harraden Circle vehicles and their managing member to satisfy SEC reporting thresholds without fragmenting disclosures across multiple separate filings.
What changed: 8-K filed 2026-02-27 announcing the consummation of ClearThink 1 Acquisition Corp's $10.00-per-unit initial public offering (IPO) of 12,500,000 units ($125,000,000 gross) on 2026-02-25, and simultaneously selling 315,000 private units ($3,150,000) to the sponsor, along with entering into a suite of definitive agreements (underwriting, rights, insider letter, registration rights, trust, administrative services, indemnities) and adopting amended and restated articles of association. The newly launched SPAC became a publicly traded company with a 21-month deadline from 2026-02-25 (roughly 2027-11-24) to complete an initial business combination, which may be extended month-by-month by depositing $0.033 per share into the trust. The underwriter D. Boral Capital exercised a 15,000-unit overallotment on 2026-02-26, leaving ~1,860,000 Option Units available for purchase for up to 45 days (until ~2026-04-09). Per the agreement, separate trading of shares and rights will begin, at the latest, on the 52nd day after the prospectus date (around 2026-04-18). No extension, merger, or redemption deadline changes were announced in this filing beyond initial terms. Why it matters: This filing establishes the initial structure and terms for all future redemption decisions: the trust has $125,000,000 (plus the over-allotment deposit), target fair market value must be at least 80% of trust assets, and the sponsor and insiders have agreed to vote their shares in favor of a business combination and not to redeem. It also details the sponsor's skin-in-the-game: 4,791,667 founder shares (after a 958,333 cancellation) purchased for $25,000 and 315,000 private units at $10.00 each, though the underwriters' overallotment option was only partially exercised. The filing includes standard sponsor conduct provisions (a 0.5% tail fee to the underwriter if the sponsor raises capital with certain investors within 12 months).
What changed: Final prospectus (424B4) for the initial public offering of ClearThink 1 Acquisition Corp., a blank-check Cayman Islands company searching for a business combination in the financial services sector. This is the IPO prospectus. On February 23, 2026, the terms were amended: (a) each right was changed from entitling the holder to receive one-tenth (1/10) of a Class A ordinary share upon business combination to one-fifth (1/5); (b) the completion window was changed from 21 months (or 24 months if a definitive agreement was announced) to a flat 21 months from the closing of the offering. No target has been identified. Why it matters: Establishes the SPAC's baseline mechanics: $125 million trust ($10.00 per share), 21‑month deadline, redemption rights with a 15% cap on redemptions without consent if a shareholder vote is used, sponsor founder shares at $0.005 per share, and a private placement of 315,000 units at $10.00. The improved right ratio (1/5 vs. 1/10) increases potential dilution to public shareholders. The shortened completion window removes the prior 24‑month extension option for announced deals. The auditor's report includes a going‑concern qualification. No business combination has been selected.
What changed: A Rule 462(b) registration statement filing that increases the registered offering size of Class A ordinary shares and updates the registrant’s rights agreement. First, this document is a Rule 462(b) registration statement filing that increases the registered offering size of Class A ordinary shares and updates the registrant’s rights agreement. Second, regarding the mechanics of redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing introduces no amendments, delays, or operational updates; the target search continues without modification, and all liquidation, trust, and governance terms remain controlled by the Prior Registration Statement (File No. 333-292967) declared effective on February 13, 2026. Third, concerning other substance, ClearThink 1 Acquisition Corp. changed the structure of each offering unit so that each unit comprises one Class A ordinary share plus one right to receive one-fifth of one Class A ordinary share upon completion of an initial business combination. The Registrant incorporated by reference all prior disclosure, appended an updated Rights Agreement drafted with Vstock Transfer Company, and attached legal opinions confirming the registration validity. The firm’s Chief Executive Officer and Directors certify that the additional 1,500,000 shares (or up to 1,750,000 with full over-allotment) represent no more than 20% of the maximum aggregate offering price in the prior fee calculation table, and they authorized a wire transfer for the filing fee by close of business on February 23, 2026. Why it matters: While the SPAC’s liquidation mechanics and capitalization baseline remain anchored to the February 13 effective filing, attaching fractional equity purchase rights to each unit alters the post-combination dilution trajectory and conversion waterfall for public shareholders. The offering expansion signals underwriter demand management rather than a funding bridge or asset acquisition, and because all risk factors and historical financials remain in the incorporated-by-reference documents, shareholder redemption rights and trustee arrangements operate identically to the original prospectus.
What changed: Amendment No. 1 to Form 8-A for registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. The filing amends and restates in its entirety the prior Form 8-A (initially filed January 26, 2026, and previously amended February 19, 2026) to formally register Units, Class A Ordinary Shares, and Rights for listing on The Nasdaq Stock Market LLC. According to the document, each Unit consists of one Class A Ordinary Share and one Right to receive one-fifth (1/5) of one Class A Ordinary Share. The text does not amend the trust account balance, redemption conditions, extension triggers, or business combination search parameters. Why it matters: For investors monitoring redemption deadlines, trust value, extensions, and deal progress, this filing introduces no mechanical shifts. Chief Executive Officer William Brock signed the document on February 23, 2026, solely to satisfy Exchange Act registration requirements so that public securities may trade on Nasdaq while the company remains in a searching phase. Because the text incorporates security descriptions by reference from earlier filings and requires no exhibits, the economic and procedural frameworks governing shareholder redemptions and capital preservation remain unchanged from prior disclosures.
What changed: A Form 8-A filing registering the units, Class A ordinary shares, and rights of ClearThink 1 Acquisition Corp. for listing on The Nasdaq Stock Market LLC pursuant to Section 12(b) of the Securities Exchange Act of 1934. The filing registers three distinct security classes for exchange listing: units (each consisting of one Class A ordinary share and one right to receive one-tenth of one Class A ordinary share), Class A ordinary shares (par value US$0.0001), and standalone fractional rights. It identifies William Brock as Chief Executive Officer executing the submission. The document contains no amendments to redemption deadlines, trust account mechanics, extension provisions, target search status, or sponsor conduct. Why it matters: The registrant confirms the precise structural breakdown of its publicly quoted instruments now approved for Nasdaq trading, tying directly to the initial registration statement filed January 26, 2026 (File No. 333-292967). For investors monitoring CTAA, this filing locks in the tradable security design without altering the economic or governance baseline. The execution date of February 19, 2026, finalizes the listing registration, but because the exhibit solely effectuates post-effectiveness clearance, it does not reset redemption windows, adjust trust distributions, or signal move into the SEARCHING-to-MERGER pipeline.
What changed: Amendment No. 2 to a Form S-1 Registration Statement (filed as an exhibits-only submission updating Part II items and signatures) alongside Exhibit 1.1, a binding Underwriting Agreement between ClearThink 1 Acquisition Corp. and D. Boral Capital LLC as representative of the underwriters. According to Section 1.1.2 of the Underwriting Agreement, ClearThink 1 Acquisition Corp. states that gross proceeds of approximately US$153,500,000 (US$176,000,000 if the Over-Allotment Option is exercised in full) will result in a Trust Account deposit of US$151,930,000 (US$172,500,000 if fully exercised). The Registrant represents in Section 1.1.2 that the initial completion window is 24 months from the Effective Date, which may be extended for up to 21 additional months by depositing an additional US$0.33 per share for each month into the Trust Account. In the event the Company fails to consummate a business combination within the prescribed period, Section 1.5.2 states interest income may be released to pay taxes and up to US$250,000 for liquidation expenses. Item 15 and Section 1.4.1 disclose that ClearThink 1 Sponsor LLC previously purchased 5,750,000 founder shares for US$25,000, and Section 1.4.2 confirms the Sponsor will buy 350,000 private units at US$10.00 per unit simultaneously with the IPO. Section 2.24.4 outlines an interest-free promoter loan of up to US$1,500,000, with up to US$500,000 repayable at closing. Section 2.24.6 sets administrative service compensation at approximately US$15,000 per month for up to 24 months. Regarding operational status, Section 2.17 states the Company does not have any specific Business Combination under consideration and has not conducted substantive discussions with any prospective target business. Why it matters: This filing locks the structural economics and timeline boundaries for public shareholders ahead of effectiveness. By specifying the exact trust deposits (US$151,930,000 or US$172,500,000) and the mechanical extension cost (US$0.33 per share monthly for up to 21 months), it quantifies the cash burden placed on non-redeeming holders should management seek extra time. The contractual requirement in Section 7.7 that a target must hold fair market value of at least 80% of trust assets establishes a valuation floor for future combinations, while the insider waivers and fixed monthly admin fees clarify sponsor alignment and recurring burn rates. Because the registrant affirmatively discloses an absence of active deal negotiations or target engagements, the document reinforces that the SPAC remains in a preliminary search phase, indicating no imminent redemption catalysts or merger timelines exist based on current management assertions.
What changed: Amendment No. 1 to the Registration Statement on Form S-1 for ClearThink 1 Acquisition Corp., filed as an exhibits-only submission to complete the registration for its initial public offering of units consisting of Class A ordinary shares and rights. This is an exhibits-only filing; no changes to the prospectus or financial statements. The filing adds the final executed agreements: underwriting agreement, amended and restated charter, specimen certificates, rights agreement, legal opinions, promissory note, founder share subscription agreement, insider letter, trust agreement, registration rights agreement, private placement unit purchase agreement, indemnity agreement, administrative services agreement, code of ethics, and committee charters. Why it matters: The filing completes the registration statement for the IPO, providing the definitive terms of the offering and the contractual framework for the SPAC. Key details: 15,000,000 units at $10.00 per unit (plus 2,250,000 over-allotment); trust deposit of $150,000,000 ($172.5 million with overallotment); working capital of ~$1.93 million released to the company; 21-month deadline to complete a business combination (extendable by 21 additional months with $0.033 per share monthly deposits); tail fee of 0.5% to underwriter on sponsor financings within 12 months. For investors, the trust value and redemption mechanics are unchanged, but the filing confirms the sponsor's commitment and the terms of the IPO.
What changed: Registration statement on Form S-1 for an initial public offering of units of ClearThink 1 Acquisition Corp., a blank check company (SPAC) seeking to acquire a financial services business. This is the initial S-1 filing; no prior registration exists for this SPAC. The filing establishes the IPO terms, trust mechanics, sponsor arrangements, and business combination framework. Why it matters: The S-1 defines the redemption mechanics (trust value $10.00 per share, 21-month deadline, possible 24-month extension with $0.033/month deposit), sponsor conduct (founder shares at $0.004, private units at $10.00, conflicts of interest), and deal progress (no target identified, no substantive discussions). Investors can now evaluate the SPAC's structure before the IPO.
What changed: Draft Registration Statement (Form S-1) for initial public offering of ClearThink 1 Acquisition Corp., a blank check company (SPAC) that has not yet selected a target and intends to focus on the financial services sector. This is the initial confidential filing of the S-1; there is no prior registration to compare. The filing establishes: IPO of 15,000,000 units at $10.00/unit (up to 17,250,000 if over-allotment exercised), each unit consisting of one Class A ordinary share and one right (10 rights = one share). Trust deposit of $150,000,000 ($10.00 per unit). Deadline 24 months from closing (estimated November 2027). Sponsor purchased 5,750,000 founder shares for $25,000 and committed to 350,000 private units at $10.00 each. Redemption: public shareholders can redeem at trust value per share upon business combination; if shareholder vote is used, redemptions capped at 15% of shares sold without sponsor consent. Extension possible by shareholder vote with $0.033 deposit per share per month. Sponsor, officers, and directors have agreed to lock-up and voting provisions detailed in the filing. Why it matters: This filing provides the first detailed disclosure of the SPAC's structure, including trust amount ($10.00 per share, though current trust per share is stated as $10.12 elsewhere), deadline mechanics, redemption terms (including the 15% cap if shareholder vote is used), sponsor economics (founder shares at ~$0.004 per share, creating significant dilution), and the intended target focus on financial services. The nominal sponsor purchase price and anti-dilution provisions are notable for potential dilution. The filing also contains extensive risk factors and management backgrounds. Investors tracking redemption deadlines and trust value should note the 24-month period from IPO and the extension provisions.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.