1RT Acquisition Corp.

This document sets the SPAC's IPO mechanics: $150,000,000 will be placed in trust ($10.00 per unit), with a 24-month completion window from closing of the offering (company says it does not expect to extend beyond 36 months), redemption rights tied to the trust account, nominal-price founder shares, private placement warrants, and sponsor conflict-of-interest terms. As a pre-IPO registration statement, no redemption deadline has yet started running.

This filing moves the S-1 toward effectiveness by providing the required exhibits. It does not contain any new information about a business combination target, trust value, redemption mechanics, extensions, or sponsor conduct. It is a procedural step in the IPO process.

First detailed look at a pre-IPO SPAC targeting the Digital Asset Ecosystem. Trust per-share value ($10.00), deadline (24 months), and sponsor economics are now on the record. Investors can track redemption mechanics, dilution risk, and the sponsor's significant profit incentive.

Regulatory comment letters on draft S-1 filings often precede material prospectus amendments that can adjust underwriting spreads, transaction costs, or sponsor compensation structures prior to a target acquisition. Although 1RT Acquisition Corp. remains in a SEARCHING phase with a 2027-07-03 deadline and a documented trust value of $10 per share, unresolved expense inconsistencies or unexplained capitalization liabilities may delay SEC effectiveness and extend the pre-deal drafting timeline without invoking formal extension votes.

The revision sequence advances the draft S-1 toward public effectiveness while preserving the disclosed trust balance parameters and the 2027-07-03 business combination deadline. By eliminating consideration for redemption waivers and codifying net tangible asset preservation rules above $5,000,000, the amendment locks in the cash retention floor and investor payout mechanics ahead of the merger vote. Disclosing Dan Tapiero’s exclusive economic stake in the Sponsor and mapping conflict-allocation protocols reduces governance uncertainty around target sourcing priority. The expense correction resolves a prior disclosure inconsistency without altering the proposed capital structure.

The filing discloses sponsor incentives, strategic positioning, and structural risks that directly shape redemption behavior and deal execution. According to the prospectus, Chief Executive Officer Dan Tapiero previously served on the boards of Atlantic Coastal Acquisition Corp., Aries I Acquisition Corporation, and Sarissa Capital Acquisition Corp., none of which completed business combinations before redeeming all public shares between 2022 and 2024.

These comments dictate the amendment cycle required to achieve effectiveness of the Form S-1, which directly gates IPO pricing, trust account establishment, and the commencement of the redemption calendar. Questions regarding compensation for waived redemption rights, the structural allocation of deals across multiple SPACs managed by the same principals, and any charter restrictions triggered by the $5,000,000 net tangible asset floor will define shareholder exit liquidity mechanics and conflict-of-interest governance prior to an initial business combination.

The disclosed $10.00 anticipated trust deposit per share and fixed timeframes directly establish the redemption calendar, liquidation triggers, and extension mechanics that public investors must evaluate before purchasing or holding.

Because the SEC explicitly stated the draft filing fails materially, 1RT Acquisition Corp. must secure properly attested financials and verify auditor independence before advancing toward an IPO or business combination. This administrative hold interrupts capital formation and deal execution schedules, requiring investors to monitor the subsequent amendment cycle rather than expecting immediate regulatory approval or transaction progression.

The prospectus materially defines investor exposure through layered sponsor economics, explicit conflict disclosures, and sector-specific market assertions. Per the filing, sponsor affiliate 1RoundTable Partners LLC is entitled to receive $12,500 per month in administrative reimbursements, while exposing the company to up to $300,000 in upfront organizational loans and up to $1,500,000 in convertible working capital loans.

What changed: 10-Q quarterly report for the period ending March 31, 2026. Trust account value increased to $177.4M ($10.28 per share) from $175.9M ($10.20) due to $1.55M interest income; cash outside trust fell to $191K from $383K; net income of $1.37M vs net loss of $31K in prior-year period; no business combination announced; company reiterates going concern uncertainty and need for additional capital. Why it matters: Updated trust value and cash burn rate show steady erosion of working capital; no deal progress disclosed; going concern disclosure underscores urgency to complete a business combination before the July 3, 2027 deadline; no extension or target announcement.

What changed: 10-K Annual Report for fiscal year ended December 31, 2025. First annual report since IPO (closed July 3, 2025). Trust account per-share value increased from $10.00 to $10.20 due to $3,363,626 in interest income. Net income of $2,889,101. No business combination target selected; still searching. Going concern disclosure added due to liquidity uncertainty. Insider trading policy adopted March 24, 2026. No extensions, no redemptions, no deal progress. Why it matters: Provides updated trust redemption value ($10.20 per share), deadline (July 3, 2027), and cash burn ($474,525 G&A). Going concern warning indicates risk of liquidation if no deal. Sponsor indemnification limited; trust may be reduced by claims. No deal progress suggests time pressure.

What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G beneficial ownership report, filed pursuant to SEC Rule 13d-1(k) under the Securities Exchange Act of 1934, associated with SEC control number [0001193125-26-103303]. The filing makes no alterations to redemption deadlines, per-share trust mechanics, extension options, target acquisition progress, or sponsor behavior. It merely confirms that a cluster of affiliated entities continues to rely on a standing joint-filing protocol to satisfy consolidated Section 13(d) reporting obligations for their 1RT Acquisition Corp. equity stakes. Why it matters: According to the agreement executed by Saul Ahn on March 12, 2026, the four named parties—Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong—mutually acknowledge that their Schedule 13G statement on 1RT Acquisition Corp. Shares dated March 5, 2026, and any future amendments, are legally treated as filed on behalf of each participant. Saul Ahn signs in his dual capacity as General Counsel for Linden Advisors LP and as Attorney-in-Fact for Siu Min Wong under a power of attorney dated June 10, 2019, which was initially referenced in a June 19, 2019 filing concerning Haymaker Acquisition Corp II holdings. The document contains no assertions regarding customer demographics, revenue streams, market sizing, corporate strategy, technology roadmaps, partnership deployments, litigation exposure, or personnel movements. Because it is a routine compliance attachment designed solely to streamline how existing beneficial ownership disclosures are submitted to the SEC, it carries no substantive weight for tracking capital events, shareholder redemption windows, or SPAC transaction velocity.

What changed: A Schedule 13G Joint Filing Agreement (Exhibit 99.1) dated March 3, 2026, executed by Richard Pilosof in his capacity as Chief Executive Officer of RP Investment Advisors LP, establishing a cooperative framework for RP Investment Advisors LP, RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund, and RP Alternative Credit Opportunities Fund to file combined beneficial ownership reports pursuant to Section 13 or Section 16 of the Exchange Act. Regarding the referenced SPAC mechanics: the filing text contains no amendments to the redemption deadline, no updates to the trust account valuation, no extension proposals, no business combination status, and no commentary on sponsor conduct. The provided excerpt is exclusively an administrative joint-filing arrangement and lacks the main Schedule 13G body that would typically disclose share quantities, percentage beneficial ownership, or transaction dates. Regarding other substance: the document formally links five RP-affiliated entities under a single reporting umbrella, authorized and signed solely by Richard Pilosof acting through RP Investment Advisors GP Inc. The agreement remains binding until any executing party delivers a written revocation to the others. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the text beyond the signatory titles. Why it matters: For investors tracking ONCH’s corporate timeline, this exhibit does not adjust any existing parameters or trigger mechanical events related to redemptions or extensions. Because the exhibit omits the actual ownership figures and focuses purely on procedural coordination, it indicates portfolio alignment among RP’s credit and alternative strategies rather than a unilateral shift in exposure. If the accompanying Schedule 13G (not included in the provided text) discloses a new beneficial ownership threshold, investors would need to evaluate whether the holder plans to engage in governance activities or maintain a passive position, but the current document offers no actionable intelligence on the SPAC’s capital structure, trust preservation, or merger negotiations.

What changed: A Joint Acquisition Statement pursuant to Rule 13d-1(K), attached as Exhibit 99.1 to a Schedule 13G/A filing, executed on February 17, 2026, by J. Goldman & Co LP, J. Goldman Capital Management, Inc., and Jay G. Goldman. The text registers no change in beneficial ownership percentages, share quantities, or acquisition status. It solely reaffirms that each named entity accepts joint filing responsibility for this Schedule 13G and all subsequent amendments, while maintaining separate liability for the completeness and accuracy of its own disclosed data unless it knows or has reason to believe another party’s information is inaccurate. Why it matters: This filing bears no bearing on ONCH’s redemption mechanics, trust value, extension timeline, deal progress, or sponsor conduct. The document contains zero discussion of redemption deadlines, per-share trust calculations, postponement votes, or target negotiation status. The only substantive personnel detail comes from the execution block: Sagan A. Weiss, identified solely as Chief Compliance Officer for J. Goldman & Co LP, and Jay G. Goldman, identified solely as Director for the remaining holding companies. With no disclosures of purchase activity, merger agreements, or shareholder rights modifications, the filing does not alter the search-phase status or investor redemption calculus, though it formally documents the ongoing joint reporting framework among the Goldman-affiliated holders.

What changed: Routine compliance exhibit — Schedule 13G beneficial ownership report identifying Meteora Capital, LLC as the reporting holder. The filing text names Meteora Capital, LLC as the holder but provides no share quantities, acquisition dates, percentages, or purchase prices. Consequently, it reports zero adjustments to redemption mechanics, trust value allocations, extension proposals, combination development, or sponsor conduct. Why it matters: While this submission formally registers a regulatory ownership threshold crossing by Meteora Capital, LLC, the truncated text lacks the numerical disclosures and strategic context required to evaluate how this stake may influence ONCH’s capital deployment, search timeline, or board composition. Investors requiring visibility into deal progression, shareholder activism, or governance shifts must examine the complete annotated schedule to determine whether this position accompanies coordinated objectives or functions as passive portfolio accounting.

What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G/A amendment, identifying itself in its own terms as a procedural consent form for beneficial ownership reporting under Rule 13d-1(k). This filing reports no movement in the SPAC’s redemption mechanics, trust composition, extension status, deal timeline, or sponsor conduct. The only documented change is an administrative arrangement executed on November 14, 2025, 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. These eight entities formally agree that a single Schedule 13G statement—and any future amendments—regarding Shares of 1RT Acquisition Corp. will be filed on their collective behalf, consolidating their beneficial ownership disclosure obligations. Why it matters: For investors tracking ONCH, this document confirms a coordinated block position managed through the Harraden Circle network but delivers zero substantive data on business operations, capital markets activity, or shareholder economics. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are attributed to any signer or referenced in the text. Accordingly, the filing does not alter the stated trust value of $10.38 per share, the 2027-07-03 acquisition deadline, or the calculus for redemptions and extensions. Its sole utility is clarifying that a single reporting person is responsible for the Harraden Circle group’s 13G filings.

What changed: Schedule 13G beneficial ownership report. This document is a Schedule 13G beneficial ownership report. It bears on your tracked mechanics by providing no update to the redemption calendar, trust composition, deal progress, or sponsor conduct. It reports no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The only substantive content consists of the named holding affiliates—J. Goldman & Co LP, GOLDMAN JAY G, and J. Goldman Capital Management, Inc.—attributed directly to those entities as filers. No share quantities, dollar amounts, or target company metrics appear in the excerpt. Why it matters: The filing registers a statutory 5%-plus ownership threshold crossing by the cited Goldman-affiliated parties, but because the excerpt omits aggregate shares, purpose statements, and board nominations, it does not indicate active deal search activity, extension funding, or a shift in sponsor behavior. For investors monitoring 1RT Acquisition Corp.’s SEARCHING status and liquidity timeline, this entry functions as a passive cap-table disclosure rather than a structural or operational catalyst.

What changed: This document IS a Schedule 13G beneficial ownership report containing Exhibit 99.1, a routine compliance exhibit: a Power of Attorney. According to the instrument executed on February 5, 2025, Jain Global LLC, Jain Holdings LLC, and Robert Jain designate and appoint Noah Goldberg as their true and lawful authorized representative and attorney-in-fact to execute and file Forms 3, 4, 5, Schedule 13D, and Schedule 13G with the United States Securities and Exchange Commission under the 1934 Act. Regarding the mechanics: the filing does not amend redemption calendars, alter trust account balances, modify extension mechanisms, change business combination targets, or adjust sponsor conduct provisions. The sole mechanical update is the delegated signatory authority for federal securities disclosure compliance under Section 13 and Section 16(a). Why it matters: As substantively detailed in the Power of Attorney: there are zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or operational personnel changes. The only actionable detail is the explicit ratification clause confirming the agent’s authority and the stated disclaimer that the attorney-in-fact assumes no responsibility for the principals’ compliance obligations. For tracking purposes, this administrative designation preserves filer transparency without shifting equity economics, liquidation preferences, or the SPAC’s search timeline. Materiality remains low for trading or redemption calculus.

What changed: Routine quarterly report (Form 10-Q) for 1RT Acquisition Corp., a blank check / SPAC shell, filed for the period ended September 30, 2025 — its first quarterly report after its July 2025 IPO. It contains unaudited financials, MD&A, and standard SPAC disclosures; no merger agreement, tender offer, extension, or litigation is included. No business combination or target was announced and no redemption/extension mechanics changed. The IPO closed on July 3, 2025 (17,250,000 units at $10.00, including full over-allotment, gross proceeds $172,500,000), the trust began earning interest, and the trust balance reached $174,183,318 as of September 30, 2025 — implying a redemption value of $10.10 per share (per the balance sheet caption) versus the initial $10.00. Outside-trust cash was $741,229 and working capital $427,005, with management flagging possible going-concern/liquidity needs if additional financing is not available. Deferred underwriting fee payable of $8,212,500 remains a claim on the trust. Deadline stated as 24 months from the July 3, 2025 IPO close (i.e., July 3, 2027). Why it matters: This establishes the post-IPO baseline for redemption economics and the clock: public shareholders' trust-backed redemption value stands at $10.10 per share as of September 30, 2025, with roughly 20 months remaining on the trust window at filing. It confirms no deal progress, a thin working capital buffer outside the trust ($741,229 cash), a hefty deferred underwriting claim ($8.21M) against trust proceeds, and standard sponsor indemnity uncertainties. Investors tracking redemption deadlines, trust value, and sponsor conduct should anchor to these figures even though no new transaction terms appeared.