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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): February 23, 2026
ClearThink
1 Acquisition Corp.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-43139 |
|
N/A 00-0000000 |
(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
1.01 Entry Into a Material Definitive Agreement.
On
February 13, 2026, the Registration Statement on Form S-1 (File No. 333-292967), as amended (the “Initial Registration Statement”),
relating to the initial public offering (the “IPO”) of ClearThink 1 Acquisition Corp., a Cayman Island exempted company (the
“Company”), was declared effective by the U.S. Securities and Exchange Commission (the “SEC”). On February 23,
2026, the Company filed a subsequent registration statement on Form S-1 (File No. 333-293666) pursuant to Rule 462(b) of the Securities
Act of 1933, as amended, and also in connection with the Company’s IPO (together with the Initial Registration Statement, the “Registration
Statements”), which subsequent registration statement became automatically effective upon its filing.
On
February 25, 2026, the Company consummated the IPO of 12,500,000 units (the “Units”). Each Unit consists of one Class A ordinary
share of the Company, par value $0.0001 per share (each an “Ordinary Share”), and one right to receive one-fifth of an Ordinary
Share (a “Public Right”), with each five rights entitling the holder thereof to receive one Ordinary Share upon the consummation
of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $125,000,000.
In
connection with the IPO, the Company entered into the following agreements previously filed as exhibits to the Company’s Registration
Statements:
| ● | An
Underwriting Agreement, dated February 23, 2026, by and between the Company and D. Boral
Capital LLC (“DBC”), acting as representative of the underwriters named therein,
which contains customary representations and warranties and indemnification of the underwriters
by the Company and is attached as Exhibit 1.1 hereto and incorporated herein by reference; |
| | | |
| ● | A
Rights Agreement, dated February 25, 2026, by and between the Company and VStock Transfer,
LLC, as rights agent, a copy of which includes the form of rights certificate, is attached
as Exhibit 4.1 hereto and incorporated herein by reference; |
| | | |
| ● | An
Insider Letter Agreement, dated February 25, 2026, by and between the Company and ClearThink
1 Sponsor LLC (the “Sponsor”), each of its officers and directors, and DBC, a
copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference (the
“Insider Letter Agreement”); |
| | | |
| ● | A
Registration Rights Agreement, dated February 25, 2026, by and among the Company, the Sponsor
and certain other security holders named therein, a copy of which is attached as Exhibit
10.2 hereto and incorporated herein by reference; |
| | | |
| ● | An
Investment Management Trust Agreement, dated February 25, 2026, by and between the Company
and Equiniti Trust Company, LLC, as trustee, a copy of which is attached as Exhibit 10.3
hereto and incorporated herein by reference; |
| | | |
| ● | An
Administrative Services Agreement, dated February 25, 2026, by and between the Company and
the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by
reference; |
| | | |
| ● | An
Indemnity Agreement, dated February 25, 2026, by and between the Company and William Brock,
the Chief Executive Officer and a director of the Company, a copy of which is attached as
Exhibit 10.5 hereto and incorporated herein by reference; |
| | | |
| ● | An
Indemnity Agreement, dated February 25, 2026, by and between the Company and Darwin Hunt,
a director of the Company, a copy of which is attached as Exhibit 10.6 hereto and incorporated
herein by reference; |
| | | |
| ● | An
Indemnity Agreement, dated February 25, 2026, by and between the Company and Yosef Milgrom,
a director of the Company, a copy of which is attached as Exhibit 10.7 hereto and incorporated
herein by reference; |
| ● | An
Indemnity Agreement, dated February 25, 2026, by and between the Company and Julien Machot,
a director of the Company, a copy of which is attached as Exhibit 10.8 hereto and incorporated
herein by reference; |
| | | |
| ● | An
Indemnity Agreement, dated February 25, 2026, by and between the Company and Thomas
Zipser, the Chief Financial Officer and a director of the Company, a copy of which is attached
as Exhibit 10.9 hereto and incorporated herein by reference; and |
Simultaneously
with the closing of the IPO, the Company completed the private sale and issuance of an aggregate of 315,000 units (the “Private
Units”) to the Sponsor, at a price of $10.00 per Private Unit, generating gross proceeds to the Company of $3,150,000. Each Private
Unit consists of one Ordinary Share and one right to receive one-fifth of an Ordinary Share, with each five rights entitling the holder
thereof to receive one Ordinary Share upon the consummation of an initial business combination. The Sponsor signed a Private Units Purchase
Agreement with the Company, the material terms of which are set forth in the Registration Statements and incorporated by reference herein.
Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The
material terms of each of the foregoing agreements are described in the prospectus that forms a part of the Registration Statement, and
the descriptions of such terms are incorporated herein by reference. Each of the foregoing agreements, are attached hereto as exhibits
to this Current Report on Form 8-K, as enumerated below in the table set forth in response to Item 9.01.
Item
3.02 Unregistered Sales of Equity Securities.
The
information with respect to the Private Units set forth in Item 1.01 above is hereby incorporated by reference into this Item 3.02.
Item
3.03 Material Modifications to Rights of Security Holders.
The
information with respect to the filing of the Amended and Restated Articles (as defined in Item 5.03) is hereby incorporated by reference
into this Item 3.03.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
In
connection with the IPO, on February 25, 2026, each of William Brock, the Chief Executive Officer and a director of the Company, Darwin
Hunt, a director of the Company, Yosef Milgrom, a director of the Company, Julien Machot, a director of the Company, and
Thomas Zipser, the Chief Financial Officer and a director of the Company, entered into an indemnity agreement with the Company. On February
25, 2026, all directors and officers of the Company along with the Sponsor, entered into the Insider Letter Agreement.
Other
than the foregoing, or as otherwise described in the Registration Statements which are incorporated by reference herein, none
of the directors or officers of the Company is party to any arrangement or understanding with any person pursuant to which they were
appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving
the Company.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
February 24, 2026, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the
“Amended and Restated Articles”). The terms of the Amended and Restated Articles are set forth in the Registration
Statements and are incorporated herein by reference. A copy of the Amended and Restated Articles is attached as Exhibit 3.1 hereto and
incorporated herein by reference.
Item 8.01
Other Events
A
total of $125,000,000, consisting of the entirety of the proceeds received by the Company after deduction for commissions from the IPO,
plus additional funds from the sale of the Private Units, were placed in a U.S.-based trust account at Citibank Bank N.A. maintained
by Equiniti Trust Company, LLC, acting as trustee (the “Trust Account”). Except with respect to interest earned on
the funds held in the trust account that may be released to the Company to pay its taxes and less up to $100,000 of interest income to
pay liquidation and dissolution expenses, the funds in the trust account will not be released from the trust account until the earliest
to occur of: (i) the completion of the Company’s initial business combination, (ii) the redemption of any public shares properly
submitted in connection with the implementation by the directors of, following a shareholder vote, an amendment to the Company’s
amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide for the
redemption of our public shares in connection with an initial business combination or to redeem 100% of the Company’s public
shares if the Company has not consummated its initial business combination within 21 months from the closing of the offering or (B) with
respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption
of public shares absent an initial business combination within 21 months from the closing of the offering.
On
February 23, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K,
announcing the pricing of the IPO.
On
February 25, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K,
announcing the closing of the IPO.
On February 26, 2026, DBC partially exercised
its over-allotment option for 15,000 Units, generating gross proceeds to the Company of $150,000. Such proceeds, consisting of the entirety
of the proceeds received by the Company after deduction for commissions from the IPO, plus additional funds from the sale of the Private
Units, were deposited in the Trust Account.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement dated February 23, 2026, by and between ClearThink 1 Acquisition Corp. and D. Boral Capital LLC |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| 4.1 |
|
Rights Agreement dated February 25, 2026 between VStock Transfer and ClearThink 1 Acquisition Corp. |
| 10.1 |
|
Insider Letter Agreement dated February 25, 2026 among ClearThink 1 Acquisition Corp., its directors and officers, and ClearThink 1 Sponsor LLC |
| 10.2 |
|
Registration Rights Agreement dated February 25, 2026 among ClearThink 1 Acquisition Corp. and the signatories thereto |
| 10.3 |
|
Investment Management Trust Agreement dated February 25, 2026, between Equiniti Trust Company, LLC and ClearThink 1 Acquisition Corp. |
| 10.4 |
|
Administrative Services Agreement dated February 25, 2026, between ClearThink 1 Acquisition Corp. and ClearThink 1 Sponsor LLC |
| 10.5 |
|
Indemnity Agreement dated February 25, 2026, with William Brock |
| 10.6 |
|
Indemnity Agreement dated February 25, 2026 with Darwin Hunt |
| 10.7 |
|
Indemnity Agreement dated February 25, 2026 with Yosef Milgrom |
| 10.8 |
|
Indemnity Agreement dated February 25, 2026 with Julien Machot |
| 10.9 |
|
Indemnity Agreement dated February 25, 2026 with Thomas Zipser |
| 99.1 |
|
Press Release dated February 23, 2026 |
| 99.2 |
|
Press Release dated February 25, 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 |
Date:
February 27, 2026
Exhibit
99.1
ClearThink
1 Acquisition Corp. Announces Pricing of $125,000,000 Initial Public Offering
Boca
Raton, Florida – February 23, 2026 – ClearThink 1 Acquisition Corp. (NASDAQ: CTAAU) (the “Company”), a Cayman
Islands exempted company, announced today that it priced its initial public offering of 12,500,000 units at $10.00 per unit. The units
are expected to be listed on the Nasdaq Global Market (“NASDAQ”) and trade under the ticker symbol “CTAAU” beginning
on February 24, 2026. Each unit consists of one (1) Class A ordinary share and one (1) right to receive one-fifth (1/5) of one Class
A ordinary share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected
to be listed on NASDAQ under the symbols “CTAA” and “CTAAR”, respectively.
D.
Boral Capital LLC is acting as sole book-running manager in the offering. The underwriters have been granted a 45-day option to purchase
up to an additional 1,875,000 units offered by the Company to cover over-allotments, if any. The offering is expected to close on February
25, 2026, subject to customary closing conditions.
A
registration statement relating to these securities was declared effective by the Securities and Exchange Commission on February 13,
2026. The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from D. Boral
Capital LLC, Attn: Syndicate Department, 590 Madison Ave., 39th Floor, New York, New York 10022, by telephone at (212) 970-5150 or by
email at dbccapitalmarkets@dboralcapital.com. Copies of the registration statement can be accessed through the SEC’s website at
www.sec.gov.
Ruskin
Moscou Faltischek, P.C. is acting as U.S. counsel for the Company and Ogier (Cayman) LLP is acting as Cayman Islands counsel for the
Company. Sichenzia Ross Ference Carmel LLP is acting as counsel for the underwriters.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such 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, 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 anticipated
use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. 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 Registration Statement and related prospectus filed in connection with the initial public offering with the SEC. Copies
are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by law.
Contact:
Ari
Brown
abrown@clearthinkspacs.com
Exhibit
99.2
ClearThink
1 Acquisition Corp. Announces Closing of its $125,000,000 Initial Public Offering
Boca
Raton, Florida, February 25, 2026 — ClearThink 1 Acquisition Corp. (NASDAQ: CTAAU) (the “Company”) today announced
the closing of its initial public offering of 12,500,000 units at $10.00 per unit, with each unit consisting of one Class A ordinary
share and one right to receive one-fifth (1/5) of one Class A ordinary share at the closing of the Company’s initial business combination.
The units began to trade on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “CTAAU” on February 24,
2026. Once the securities constituting the units begin separate trading, the Class A ordinary shares and share rights are expected to
be listed on Nasdaq under the symbols “CTAA” and “CTAAR,” respectively.
D.
Boral Capital acted as the sole book-running manager for the offering. Ruskin Moscou Faltischek, P.C. acted as U.S. counsel for the Company
and Ogier (Cayman) LLP acted as Cayman Islands counsel for the Company. Sichenzia Ross Ference Carmel LLP acted as counsel for the underwriters.
A
final prospectus relating to and describing the final terms of the offering has been filed with the Securities and Exchange Commission.
The offering was made only by means of a prospectus. This press release shall not constitute an offer to sell or a solicitation of an
offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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”. 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
prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Contact:
Ari
Brown
abrown@clearthinkspacs.com
