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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 13, 2026
ClearThink
1 Acquisition Corp.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-43139 |
|
00-0000000N/A
|
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
William
Brock
Chief
Executive Officer
ClearThink
1 Acquisition Corp.
150
E. Palmetto Park Road, Suite 202
Boca
Raton, Florida 33432
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (561) 358-3696
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one right to receive one-fifth of one Class A ordinary share |
|
CTAAU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, $0.0001 par value |
|
CTAA |
|
The
Nasdaq Stock Market LLC |
| Rights,
each entitling the holder to receive one-fifth (1/5) of one Class A ordinary share |
|
CTAAR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
Growth Company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01 Other Events
On
April 13, 2026, ClearThink 1 Acquisition Corp. (the “Company”) issued a press release to announce that holders of the Company’s
public units (the “Units”) may elect to separately trade the Class A ordinary shares and rights included in the Units commencing
on April 16, 2026. The Class A ordinary shares and the rights are expected to trade on the Nasdaq Global Market (“Nasdaq”)
under the symbols “CTAA” and “CTAAR,” respectively. Holders of Units will need to have their brokers contact
VStock Transfer LLC, the Company’s transfer agent, in order to separate the Units into Class A ordinary shares and rights. Any
Units not separated will continue to trade on Nasdaq under the symbol “CTAAU.”
A
copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated April 13, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
CLEARTHINK
1 ACQUISITION CORP. |
| |
|
| |
By: |
/s/
William Brock |
| |
Name:
|
William
Brock |
| |
Title: |
Chief
Executive Officer |
Dated:
April 13, 2026
Exhibit
99.1
ClearThink
1 Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Rights Commencing April 16, 2026
Boca
Raton, FL, April 13, 2026 – ClearThink 1 Acquisition Corp. (NASDAQ: CTAAU) (the “Company”), a Cayman Islands exempted
company, announced today that holders of the Company’s public units may elect to separately trade the Class A ordinary shares and
rights underlying such public units commencing on April 16, 2026. Each public unit consists of one Class A ordinary share and one right
to receive one-fifth of one Class A ordinary share. Each five rights entitles the holder to receive one Class A ordinary share of the
Company upon the consummation of a business combination.
Those
public units not separated will continue to trade under the symbol “CTAAU.” The Class A ordinary shares and rights are expected
to trade under the ticker symbols “CTAA” and “CTAAR,” respectively. Holders of public units will need to have
their brokers contact VStock Transfer LLC, the Company’s transfer agent, in order to separate the public units into Class A ordinary
shares and rights.
The
public units were initially offered by the Company in an underwritten offering, and D. Boral Capital LLC acted as sole book-running manager
in the offering.
A
final prospectus relating to and describing the final terms of the offering has been filed with the SEC. The offering was made only by
means of a prospectus, copies of which may be obtained by contacting D. Boral Capital LLC, Attn: Syndicate Department, 590 Madison Ave.,
39th Floor, New York, New York, by telephone at (212) 970-5150 or by email at dbccapitalmarkets@dboralcapital.com. Copies of the final
prospectus can also be accessed through the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
ClearThink 1 Acquisition Corp.
ClearThink
1 Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. Although the Company is not limited to a
particular industry or geographic region for purposes of consummating an initial business combination, it intends to focus on the financial
services sector in the United States and other developed countries.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the separation
of the public units into Class A ordinary shares and rights. Forward-looking statements are statements that are not historical facts.
Such forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those
set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s offering
filed with the SEC, which could cause actual results to differ from the forward-looking statements. Copies are available on the SEC’s
website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or
any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
Ari
Brown
abrown@clearthinkspacs.com