ONCH SEC filings, in plain English
Everything 1RT Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 38 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: A Schedule 13G/A, which is a regulatory filing used to amend a previously submitted beneficial ownership report disclosing an institutional investor’s stake in the issuer’s equity securities. The filing updates the beneficial ownership record for Meteora Capital, LLC to reflect a revised position or transaction history. It does not reference any amendments to the SPAC’s redemption deadline (2027-07-03), trust value ($10.38 per share), extension procedures, target acquisition status, or sponsor conduct. Why it matters: This routine compliance submission tracks institutional portfolio adjustments but does not alter shareholder redemption mechanics, trigger extension votes, indicate deal progression, or reflect sponsor behavior. The excerpt provides no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and attributes no operational or financial assertions beyond the holder identification.
What changed: Form 10-Q quarterly report filed by 1RT Acquisition Corp., a blank-check SPAC, for the period ended June 30, 2026. The trust account per-share value increased from $10.20 at December 31, 2025 to $10.38 at June 30, 2026, due to $3.1 million in interest income. The company reported net income of $1.4 million for Q2 2026 versus a net loss of $(41,267) in Q2 2025. Cash held outside the trust fell to $36,203 from $383,075. No business combination agreement was announced, and no extension or redemption deadline modifications occurred. The company reiterates substantial doubt about its ability to continue as a going concern if it cannot complete a deal by the July 3, 2027 deadline. Why it matters: The filing confirms the SPAC's trust value continues to accrue interest, improving the redemption value per share. However, rapid cash burn outside the trust and the absence of a target less than a year before the deadline heighten the risk of liquidation. The going concern disclosure warns that without a deal, the company will dissolve. No sponsor misconduct or adverse changes were noted.
What changed vs 2026-05-14trust $177.4M → $179.0M +1%trust account, going-concern doubt, sponsor loans outstanding +11 moved · 3 with no prior record of ours
- Trust account
- $177.4M$179.0M
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $243K · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $1,570,331 was added to the trust between the two filings.
The clause “164,297 475,844 Long-term prepaid insurance 1,664 44,461 Marketable securities held in Trust Account 178,980,315 175,863,626 Total Assets $ 179,146,276 $ 176,383,931 Liabilities, Class A Ordinary Shares subject to Possible Redemption,”…
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the”…
The clause …“of offering expenses. As of December 31, 2025, the Company repaid the total outstanding balance of the loan amounting to $ 242,532 . The borrowings under the loan are no longer available. Administrative Services Agreement The Company”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 17,250,000 Class A ordinary shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 — — Class B ordinary shares, $ 0.0001 par value;”…
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: An Exhibit 99.1 Joint Filing Agreement attached to a Schedule 13G/A, functioning as a routine compliance exhibit that permits five RP-affiliated entities to submit combined beneficial ownership disclosures under Sections 13 and 16 of the Securities Exchange Act of 1934. The filing does not modify ONCH’s redemption calendar, trust balance, extension provisions, deal progress, or sponsor conduct. It simply formalizes an administrative arrangement among 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 joint Section 13/16 reports. Per the attached text, Richard Pilosof, identified as Chief Executive Officer of RP Investment Advisors LP acting through its general partner RP Investment Advisors GP Inc., executed the agreement on May 15, 2026. Why it matters: For shareholders tracking the stated $10.38 trust value per share, the July 3, 2027 business combination deadline, or target acquisition momentum, this document bears no operational significance. It signals coordinated regulatory administration across allied investment vehicles rather than a shift in strategic control, voting block size, or insider activity relevant to redemptions or business combinations.
What changed: A routine compliance exhibit: a Schedule 13G/A beneficial ownership report [0001905106-26-000098] identifying Meteora Capital, LLC as the reporting holder. The provided text contains only the filing designation, accession bracket, and entity name. It presents no operational provisions, numerical disclosures, or contractual language. Accordingly, it references neither the company’s search deadline, trust share valuation, extension mechanisms, deal progression, nor sponsor conduct. The excerpt makes no standalone claims requiring attribution and introduces no changes to any reported parameters. Why it matters: As submitted, the filing does not impact the securities’ structural timeline, liquidity events, or governance controls. It serves solely as a regulatory placeholder for an investment adviser’s ownership disclosure. Investors tracking redemption mechanics or merger readiness will find it immaterial until the full SCHEDULE 13G/A exhibits clarify whether Meteora Capital, LLC altered its share count, amended its investment intent, or signaled alignment with impending deadline votes or extension proposals.
What changed: This document is a Joint Filing Agreement (Exhibit A) attached to a Schedule 13G/A, dated May 14, 2026. According to the text, the undersigned parties—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.—execute a single agreement to file a Statement on Schedule 13G on behalf of each other regarding beneficial ownership of 1RT Acquisition Corp. shares, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. The provided excerpt contains only the execution signature page and does not disclose the substantive amendments to the Schedule 13G, such as updated share counts, ownership percentages, or stated filing purposes. Consequently, the document reports no alterations to 1RT Acquisition Corp.’s redemption deadline of 2027-07-03, its trust value of $10.38 per share, its SEARCHING status, any target acquisition progress, or sponsor conduct. All signatories affirm their joint reporting obligation through a transparent general partner hierarchy, with Frederick V. Fortmiller, Jr. acting as the sole Managing Member executing on behalf of each entity. Why it matters: As a routine compliance exhibit, this filing clarifies the SEC reporting structure for a coordinated group of Harraden Circle investment vehicles, satisfying Rule 13d-1(k) to avoid duplicate submissions. It carries no implications for shareholder redemption windows, trust account funding, extension votes, business combination timelines, or sponsor behavior. The agreement makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or corporate personnel. Because the operational body of the amendment is omitted, investors cannot determine whether this filing reflects a passive portfolio update, a cross-ownership adjustment, or a delayed disclosure election. The substance is purely administrative.
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 vs 2025-11-13trust $174.2M → $177.4M +2%going concern APPEAREDtrust account, going-concern doubt, sponsor loans outstanding +12 moved · 2 with no prior record of ours
- Trust account
- $174.2M$177.4M
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- $243K · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $3,226,666 was added to the trust between the two filings.
The clause “342,904 475,844 Long-term prepaid insurance 23,063 44,461 Marketable securities held in Trust Account 177,409,984 175,863,626 Total Assets $ 177,775,951 $ 176,383,931 Liabilities, Class A Ordinary Shares subject to Possible Redemption,”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“acceptable terms, if at all. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying”…
The clause …“of offering expenses. As of March 31, 2026, the Company repaid the total outstanding balance of the loan amounting to $ 242,532 . The borrowings under the loan are no longer available. Administrative Services Agreement The Company”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 17,250,000 and 17,250,000 Class A ordinary shares subject to possible redemption) as of March 31, 2026 and December 31, 2025, respectively — — Class B”…
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: 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.
trust account, sponsor loans outstanding, redeemable sharesnothing moved · 3 with no prior record of ours
- Trust account
- not previously extracted$174.2M
- Sponsor loans outstanding
- not previously extracted$243K
- Redeemable shares
- not previously extracted17.3M
The clause “Assets 864,293 8,886 Long-Term prepaid insurance 65,860 — Marketable securities held in Trust Account 174,183,318 — Deferred offering costs — 134,537 Total Assets $ 175,113,471 $ 143,423 Liabilities, Class A Ordinary Shares subject to”…
The clause …“of offering expenses. As of September 30, 2025, the Company repaid the total outstanding balance of the loan amounting to $ 242,532 . The borrowings under the Note are no longer available. Due from Sponsor On July 3, 2025, the Company”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 17,250,000 and 0 Class A ordinary shares subject to possible redemption) at September 30, 2025 and December 31, 2024, respectively — — Class B ordinary”…
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: A Form 8-K Current Report and accompanying Exhibit 99.1 Press Release announcing the separate trading of the registrant’s Class A Ordinary Shares and Warrants, functioning as a routine post-IPO administrative disclosure rather than a merger agreement, resignation, or deal-progress update. Regarding SPAC mechanics, the filing confirms that commencing September 12, 2025, holders of the initial public offering units may elect to separately trade the included Class A ordinary shares and warrants. No fractional warrants will be issued, and each whole warrant retains an exercise price of $11.50 per share. The document does not modify the 2027-07-03 business combination deadline, adjust the $10.38 per-share trust account balance, invoke extension rights, disclose redemption activity, or alter sponsor conduct. Regarding other substance, according to the attached press release, management states that the company’s primary focus will be on 'digital assets and technology-enabled businesses, particularly those in the cryptocurrency, blockchain, and fintech sectors.' Chief Executive Officer Daniel Tapiero signed the report. Why it matters: The filing operationalizes the Nasdaq-effective date of July 1, 2025 by establishing dual-ticker liquidity (ONCH and ONCHW) prior to the 2027-07-03 deadline, allowing separate valuation of equity and derivative components without impacting redemption mechanics or trust value. It also anchors investor expectations around a narrow target universe outlined in the press release, which affects how sponsors may negotiate valuations and how shareholders weigh potential dilution against the unchanged $10.38 trust floor before any acquisition proxy is filed.
What changed: A Schedule 13G, which is a U.S. Securities and Exchange Commission routine compliance exhibit used to publicly disclose the accumulation or holding of more than five percent of a class of voting securities. The filing identifies '1RT Acquisition Sponsor LLC' and 'Dan Tapiero' as reporting holders, but the provided excerpt contains no share counts, percentage stakes, acquisition dates, or purchase prices. As a result, there is no update to the redemption schedule, no revision to the trust account composition or per-share balance, and no modification to extension provisions or sponsor conduct benchmarks. Why it matters: The document contains no operational assertions, revenue figures, market size estimates, technology disclosures, partnership agreements, litigation references, or executive appointments attributed to management, the sponsor, or third parties. Because it functions strictly as an ownership registry entry without numerical or strategic disclosures, it does not alter deal progress timelines, trust valuation mechanics, or shareholder redemption positioning. Attributed solely to the filers’ regulatory submission, it serves as a baseline transparency marker rather than a catalyst for capital reallocation or business combination advancement.
What changed: Quarterly report (Form 10-Q) for a blank-check company in formation and pre-IPO period, covering the quarter ended June 30, 2025. This is the first quarterly report since inception (December 13, 2024). The IPO closed on July 3, 2025, after the quarter-end, so the financial statements show the pre-IPO shell. Trust: $0 as of June 30 (funds deposited July 3); trust will be $172.5M at $10.00 per share. Deadline: 24 months from July 3, 2025, so July 3, 2027. No deal announced; management states no substantive discussions with any target. Why it matters: The filing establishes the baseline trust value and deadline. The trust is $10.00 per share, the standard. No extension requests or redemptions are possible at this stage. The sponsor conduct section notes that (i) directors were granted 75,000 founder shares on July 1, 2025, at a fair value of $193,500 ($2.58/share) with a performance condition, (ii) the sponsor's promissory note was repaid with an excess of $24,350 returned, and (iii) no material changes to risk factors. No litigation.
What changed: Form 8-K Current Report announcing the consummation of the initial public offering (IPO) and private placement, accompanied by an audited balance sheet and detailed notes as of July 3, 2025. Filed by 1RT Acquisition Corp. and executed by Chief Executive Officer Daniel Tapiero, the report discloses that on July 3, 2025, the Company completed its IPO of 17,250,000 Units at $10.00 per Unit, generating $172,500,000 in gross proceeds and fully exercising the underwriters’ 2,250,000 Unit over-allotment option. Simultaneously, the Company closed a private placement of 2,250,000 warrants to 1RT Acquisition Sponsor LLC and Cantor Fitzgerald & Co. at $2.00 per warrant, raising $4,500,000. The Company deposited $172,500,000 into a trust account at Continental Stock Transfer & Trust Company, establishing an initial trust allocation of $10.00 per public share. The Company defined a 24-month Completion Window from the July 3, 2025 IPO closing to execute a business combination. According to the Company's financial notes, total transaction costs reached $11,867,239, broken down into $3,000,000 in cash underwriting fees, $8,212,500 in deferred underwriting fees, and $654,739 in other offering costs. The Sponsor holds 4,312,500 founder shares originally purchased for $25,000. The Company also entered an administrative services agreement committing to $12,500 monthly payments. As of the balance sheet date, no working capital loans were outstanding despite availability for up to $1,500,000. Why it matters: This filing permanently sets the trust baseline and timeline mechanics for ONCH. By confirming the $172,500,000 trust deposit, the Company establishes the principal denominator for future shareholder redemptions, though disclosures in Note 1 clarify that actual per-share redemption prices will fluctuate based on interest earned and less taxes payable. The documented 24-month deadline removes ambiguity around the search phase duration, triggering mandatory redemption procedures if unmet. Warrant mechanics are locked at a $11.50 exercise price, exercisable only 30 days post-combination, with a cashless exercise provision noted if registration fails. Management confirmed to auditors and regulators that as of July 3, 2025, zero operations exist, no specific targets have been identified, and no substantive discussions are underway. The $8,212,500 deferred underwriting fee represents a conditional liability payable solely upon business combination completion. These structured terms allow investors to model extension risks, trust erosion scenarios, and sponsor alignment metrics without reliance on unverified market assumptions.
What changed: Schedule 13G joint filing agreement (Exhibit A) for beneficial ownership reporting under Rule 13d-1(k) of the Securities Exchange Act of 1934. Per the signed Exhibit A, 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. executed a joint filing agreement to report their collective beneficial ownership of ONCH common stock. No share quantities, acquisition dates, amendment designations, or prior-holding comparisons appear in the submitted text. Why it matters: This document does not alter ONCH’s redemption deadline (2027-07-03), trust value per share ($10.38), extension status, deal progress, or sponsor conduct. Because the filing is a Schedule 13G—not a Schedule 13D—the Harraden Circle group’s self-reported position indicates passive investment intent rather than active control or proxy solicitation. Without the accompanying schedule sheets detailing exact share counts or Section 3 disclosures, the filing cannot confirm whether the group has crossed the 5% reporting threshold, nor does it trigger any trust account impact, redemption window shift, or merger timeline adjustment. It is a routine aggregation of affiliated management entities under Fortmiller’s signature.
What changed: A Joint Filing Agreement attached to a Schedule 13G, whereby Point72 Asset Management, L.P., Point72 Capital Advisors, Inc., and Steven A. Cohen acknowledge that Jason M. Colombo executed the beneficial ownership report on their collective behalf under Rule 13d-1(k). The filing registers zero movement on the redemption schedule, trust valuation, extension parameters, target-search progress, or sponsor behavior. It exclusively establishes that subsequent amendments to this Statement shall be filed jointly without requiring additional paperwork, while apportioning liability so each undersigned party remains responsible only for the accuracy and completeness of their own reported information. Why it matters: It documents Point72’s administrative reporting alignment for ONCH without altering the SEARCHING designation, the capital preservation framework, or any merger timeline. The text contains no assertions regarding prospective acquisition targets, revenue models, addressable markets, proprietary technology, strategic alliances, legal disputes, or management changes. Because it functions purely as a procedural consent instrument dated July 7, 2025, it does not materially impact investor monitoring of trust distributions, extension votes, or deal velocity.
What changed: A joint filing agreement attached to a Schedule 13G beneficial ownership report. The text states that Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC acknowledge a joint filing arrangement under Rule 13d-1(k) and agree that all future Schedule 13G amendments will be submitted on behalf of all signatories without additional agreements. Each party accepts individual responsibility for filing timeliness and information accuracy regarding their own holdings, while disclaiming responsibility for the others’ data unless known to be inaccurate. No modifications to redemption mechanics, trust account conditions, extension triggers, deal progression, or sponsor conduct are reported. Why it matters: The exhibit provides purely administrative clarity for securities reporting rather than transactional or operational intelligence. Because the text contains no commercial claims, financial metrics, partnership disclosures, or strategic directives, it offers no direct insight into business combination targets, customer traction, or market positioning. Any analytical weight assigned to this filing rests entirely on the identity of the reporting parties—Michael D’Angelo executing on behalf of Saba Capital entities—as noted in the signature block dated July 7, 2025. Subsequent schedules will determine whether the stake implies activist intent, proxy contest preparation, or passive accumulation, none of which are stated here.
What changed: Form 4 insider ownership report. Per the submission by 1RT Acquisition Sponsor LLC dated 2025-07-03, the filing explicitly states that no non-derivative transactions or holdings were reported for the entity, which the SEC record designates as a 10 percent owner. Why it matters: Investors tracking redemption mechanics, trust stability, and sponsor conduct can derive that the sponsor did not purchase, sell, exercise, or transfer shares during the reporting period. With no adjustment to the reported 10 percent stake, there is no new supply of shares entering the market, no open-market buying that would traditionally signal accelerated deal negotiations, and no shift in the equity base that alters dilution mathematics relevant to redemption pricing or extension voting thresholds. The update simply refreshes the regulatory ledger while leaving the issuer’s SEARCHING mandate unchanged. Beyond standard compliance reporting, the document contains no claims regarding customers, revenue, technology, partnerships, personnel, or litigation.
What changed: 8-K filing reporting the consummation of an initial public offering (IPO) and related agreements, including the exercise of the underwriters' over-allotment option in full. 1RT Acquisition Corp. closed its IPO of 17,250,000 units (including 2,250,000 from exercised over-allotment) at $10.00 per unit, raising $172,500,000 in gross proceeds. A total of $172,500,000 was deposited into a U.S.-based trust account. Simultaneously, the company completed a private sale of 2,250,000 warrants to the sponsor (1,500,000) and Cantor Fitzgerald (750,000) at $2.00 each, raising $4,500,000. The board of directors was appointed, and several standard IPO agreements were entered into, including an underwriting agreement, warrant agreement, investment management trust agreement, registration rights agreement, and a letter agreement with insiders. Why it matters: This is the IPO-closing filing for a new blank-check company. It establishes the trust value at $10.00 per unit from the IPO and private placement proceeds, confirms the 24-month deadline from the closing date for a business combination, details insider lock-ups (founder shares for one year post-business combination or earlier under certain price conditions; private placement warrants for 30 days post-business combination), and outlines the sponsor's indemnification obligations to protect the trust account. The filing also confirms the target business must have a fair market value equal to at least 80% of the trust assets.
What changed: Form 4 insider ownership report. Per the filing, director, Chief Executive Officer, and 10% owner Tapiero Daniel M. reported no non-derivative transactions or holdings. Consequently, no insider equity position shifts occurred, yielding no new signal regarding sponsor funding behavior, extension vote timing, or target acquisition pacing relative to the SPAC’s stated parameters. Why it matters: For redemption calendar and trust-tracking purposes, the absence of reported equity movement indicates the sponsor has not altered capital commitments, diluted the public float, or signaled a need for structural modification. Redemption mechanics and distribution valuations remain aligned with the documented SEARCHING status and the reported $10.38 trust/share metric. Without disclosed capital injections or stake adjustments by the filer, there is currently no actionable data on whether the entity will pursue a business combination or initiate a formal extension proposal before the 2027-07-03 deadline.
What changed: A Rule 424(b)(4) preliminary prospectus registering the initial public offering of 15,000,000 units of 1RT Acquisition Corp., a Cayman Islands exempted blank check company. As an inaugural IPO prospectus, the filing establishes the definitive mechanics governing shareholder exits and sponsor alignment without altering prior terms. The initial business combination completion window is set at 24 months from closing, with provisions permitting extensions contingent upon shareholder redemption votes, though the company notes it does not expect to extend beyond 36 months from closing. Why it matters: Beyond the core mechanics, the advisory team claims oversight of over 150 companies in the digital asset ecosystem and cites Triple A Technologies research stating cryptocurrency adoption surpassed 500 million global users with over 30% growth in 2024, targeting enterprises with an enterprise value greater than $1.0 billion. The filing discloses that CEO Dan Tapiero previously served on boards of Atlantic Coastal Acquisition Corp.
What changed: A Form 3—Statement of Changes in Beneficial Ownership, identified in the filing text as an ‘insider ownership report’ submitted to the SEC. Per the filing attributed to reporting person Jeffrey C. Blockinger (director), the document states ‘No non-derivative transactions or holdings reported.’ This register update introduces no adjustments to 1RT Acquisition Corp.’s redemption deadline schedule, trust account valuation per public share, extension amendment timeline, target merger progress, or sponsor governance conduct. Why it matters: Because the Form 3 formally logs a zero-activity baseline for a listed director, it gives investors tracking capital deployment and voting alignment an officially disclosed starting point: no director-owned common equity or derivatives are currently recorded as impacting the capital structure. The filing contains no assertions regarding prospective customers, contracted revenue, addressable market dimensions, proprietary technology roadmaps, channel partnerships, ongoing litigation, or executive appointments. Attributed entirely to the reporting person’s self-certification, the zero-holding disclosure confirms that director-level shares do not presently influence redemption threshold modeling, special meeting quorum math, or post-business-combination sponsorship lock-up calculations.
What changed: A Form 3 initial statement of beneficial ownership, functioning as a routine compliance exhibit, in which Chief Financial Officer Joseph John Majocha reports 'No non-derivative transactions or holdings reported.'. According to the filing, the reporting person logged zero non-derivative transactions or holdings. There is no update to insider alignment, no change in officer conduct, and no mechanical effect on the SEARCHING status, trust account valuation, redemption deadlines, or any extension timeline. Why it matters: The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel. As a null-form submission, it indicates that no equity position has yet been recorded for the CFO relative to the outstanding shares. For investors tracking redemption mechanics, trust preservation, or sponsor conduct prior to a business combination, this filing provides no directional signal and leaves all structural parameters unchanged.
What changed: A Form 8-A administrative filing registering units, Class A ordinary shares, and redeemable warrants for listing on The Nasdaq Stock Market LLC, incorporating by reference the Registrant’s initial Registration Statement on Form S-1 originally filed June 11, 2025. The filing reports no adjustments to the shareholder redemption calendar, the stated $10.38-per-share trust balance, the July 3, 2027 business combination deadline, the ongoing search status, or sponsor conduct. It solely registers three Nasdaq-listed classes for the Registrant: units, Class A ordinary shares with a par value of $0.0001 per share, and whole redeemable warrants exercisable for one Class A ordinary share at a stated exercise price of $11.50. Chief Executive Officer Dan Tapiero executed the filing on July 1, 2025, certifying the Registrant’s internal authorization. Why it matters: This document is a routine post-offering listing compliance step that confirms exchange-ready mechanics but introduces zero material shifts to the SPAC lifecycle. Because it contains no merger agreement, no extension proposal, no target acquisition announcement, and no sponsor governance disclosures, investors tracking ONCH must await future proxy statements, 8-K disclosures, or management press releases to monitor actual redemption windows, trust fund distributions, or deal negotiation progress. The only operational metric introduced is the $11.50 warrant strike price set by the Registrant, which defines the equity conversion threshold but carries no immediate dilution impact while the entity remains in a pre-combination search stage.
What changed: A Form 3 — insider ownership report. Director VINCENT ERIC N. reports no non-derivative transactions or holdings, indicating no change in insider equity positions that would impact redemption calculus, trust value allocation, extension timing, or deal-phase transitions. Why it matters: In a searching-stage SPAC, the absence of reported director share movements serves as a neutral baseline for sponsor conduct and capital alignment, suggesting no immediate tactical shifts ahead of the remaining search window. The filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel updates.
What changed: A Form 3 initial statement of beneficial ownership of securities filed by 1RT Acquisition Sponsor LLC for 1RT Acquisition Corp. The SEC filing states no non-derivative transactions or holdings were reported. This indicates zero movement in the sponsor’s reported equity position, meaning no shares were acquired, sold, or converted that could alter the public float, impact redemption pressure, or trigger extension thresholds. The document identifies the sponsor as a 10% owner and establishes a regulatory baseline for tracking insider conduct ahead of the combination window. Why it matters: According to the submission, Form 3 filings create the mandatory transparency baseline required for subsequent Form 4 tracking, which investors monitor for sponsor alignment during the search phase. Because the filing explicitly reports zero activity, there is no immediate shift in insider conviction, capital structure, or trust dynamics that would affect the SPAC’s trajectory. Per the document’s text, no additional claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are contained in the filing.
What changed: SEC Form 3 – Initial Statement of Beneficial Ownership. In its own terms, this is a routine compliance exhibit—an initial insider ownership disclosure. It states that Director Matthew D. Frymier has no non-derivative transactions or holdings to report in 1RT Acquisition Corp. Bearing on the specified mechanics, it leaves the $10.38 trust/share metric, the 2027-07-03 deadline, and the SEARCHING status entirely unaffected. Regarding other substance, the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive personnel; the sole assertion is the declaratory statement of zero reported insider activity. Why it matters: For investors monitoring redemption calendars, trust valuations, extension prospects, or sponsor alignment, this blank-slate submission provides no actionable signals. Absent any disclosed insider purchases, sales, or existing position sizes, it cannot validate management skin-in-the-game, guide redemption behavior, or foreshadow a pending de-SPAC transaction. The unchanged parameters persist until a subsequent filing materially updates the capitalization table or trust account trajectory.
What changed: Routine compliance exhibit: SEC Form 3 — insider ownership report. The filing records no non-derivative transactions or holdings for reporting person Daniel M. Tapiero, Director and Chief Executive Officer. It does not amend the combination timeline, modify the July 3, 2027 business combination deadline, propose an extension amendment, adjust trust account distribution mechanics, announce target search progress, or disclose changes to sponsor conduct, corporate personnel, litigation, technology, customers, revenue, market size, or strategic partnerships. Per the submission, no operational claims, financial projections, or management directives are attributed to the CEO, the board, or the sponsor. Why it matters: Investors tracking redemption calendars, trust value preservation, extension votes, and deal execution should recognize this Form 3 as a static baseline disclosure. Because Section 16 filings capture beneficial ownership, the complete absence of reported equity movements by the CEO and director indicates no immediate shift in insider economic exposure that could create selling pressure, trigger warrant/collateral adjustments, or signal time-sensitivity ahead of the July 2027 deadline. While the filing provides zero forward guidance on target selection, trust accrual rates, or redemption threshold modeling, the clean disclosure maintains current capital structure assumptions and confirms that management’s recorded stake remains unchanged during the SEARCHING phase.
What changed: A Form 3 (insider ownership report) serving as a routine compliance exhibit that files the initial or updated beneficial ownership statement for 1RT Acquisition Corp. director Jeffrey D. Nuechterlein. The filing explicitly states no non-derivative transactions or holdings are reported for the named director. This updates the public register with a confirmed static equity position, reflecting zero purchases, sales, conversions, or grant executions during the covered reporting window. Why it matters: For investors tracking the SEARCHING status, trust mechanics, redemption windows, and potential extensions or business combinations, this disclosure carries no operative weight on those timelines or capital structures. It does not indicate a shift in sponsor alignment, target due diligence velocity, or liquidity requirements. As a routine SEC submission documenting unchanged insider stock, it provides transparency on management skin-in-the-game without altering redemption pricing, conversion ratios, or the stated corporate timeline.
What changed: A Response to SEC Comments (CORRESP) serving as a formal administrative request for acceleration of effectiveness under Rule 461 of the Securities Act of 1933. Chief Executive Officer Dan Tapiero submitted the correspondence to SEC Division of Corporation Finance staff on June 30, 2025, requesting that the Form S-1 registration statement filed June 11, 2025 (File No. 333-287941) become effective at 4:30 p.m. ET on Tuesday, July 1, 2025, or promptly thereafter. Why it matters: This procedural acceleration governs the immediate timeline for the company’s initial public offering, which is the mandatory precursor to establishing the public trading float, activating standard trust account protections, and creating the framework for future shareholder redemption windows upon merger announcement. No substantive operational, financial, strategic, technological, or litigation disclosures are contained herein; the filing consists solely of the acceleration request, the signatory block by Mr. Tapiero, and a cc notation to outside counsel Ellenoff Grossman & Schole LLP.
What changed: A corporate correspondence (CORRESP) formally requesting that the U.S. Securities and Exchange Commission accelerate the effectiveness of 1RT Acquisition Corp.’s Registration Statement on Form S-1 (File No. 333-287941) to 4:30 p.m. Eastern Time on July 1, 2025. Cantor Fitzgerald & Co., authored by David Batalion, Managing Director of Investment Banking, submitted the acceleration request pursuant to Rule 461 under the Securities Act of 1933. Why it matters: For investors monitoring capital formation schedules, the requested July 1, 2025 effectiveness date sets the earliest potential settlement and exchange listing window, subject to SEC acceptance. The correspondence contains exclusively procedural securities administration language, standardized rule citations, and underwriter distribution logistics; it offers no new commercial disclosures, customer or revenue projections, market sizing, technology or partnership announcements, litigation details, or personnel changes.
What changed: Amendment No. 2 to Form S-1 registration statement / preliminary prospectus for 1RT Acquisition Corp.'s proposed initial public offering of 15,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-quarter of one redeemable warrant. The filing is an amended S-1, not a business combination filing; it includes updated prospectus terms and financial statements through March 31, 2025, with an audit report dated June 11, 2025. The company states it has not selected any business combination target and has not initiated substantive discussions with any target. Why it matters: 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.
What changed: Amendment No. 1 to Form S-1 Registration Statement, filed as an exhibits-only filing to add exhibits to the registration statement for 1RT Acquisition Corp.'s initial public offering. The registrant filed this amendment solely to add exhibits (e.g., underwriting agreement, charter documents, specimen certificates, legal opinions, and other agreements). No changes were made to the prospectus or financial information. Why it matters: 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.
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.