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Clearthink 1 Acquisition Corp. (CTAAU) CEO reports indirect sponsor share holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Clearthink 1 Acquisition Corp. director and CEO Brock William filed an initial ownership report showing indirect interests in securities held by ClearThink 1 Sponsor LLC. The filing lists 4,791,667 Class B ordinary shares, 315,000 Class A ordinary shares underlying private placement units, and 63,000 rights held through the sponsor entity.

The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis upon the company’s initial business combination or earlier at the holder’s option, subject to adjustments. The disclosure also notes that up to 625,000 founder shares may be forfeited depending on underwriters’ over-allotment exercise, and that each right entitles the holder to receive one-fifth of one Class A ordinary share after a business combination.

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Insider Brock William
Role CEO and President
Type Security Shares Price Value
holding Class B Ordinary Shares -- -- --
holding Rights -- -- --
holding Class A Ordinary Shares -- -- --
Holdings After Transaction: Class B Ordinary Shares — 4,791,667 shares (Indirect, By ClearThink 1 Sponsor LLC); Rights — 63,000 shares (Indirect, By ClearThink 1 Sponsor LLC); Class A Ordinary Shares — 315,000 shares (Indirect, By ClearThink 1 Sponsor LLC)
Footnotes (1)
  1. Represents Class A ordinary shares underlying the private placement units (the "Private Units") purchased concurrently with the initial public offering of the Issuer. The number of Class A ordinary shares does not include the rights entitling the holder to receive one-fifth of one Class A ordinary share upon the consummation of a business combination, which comprise a part of the Private Units of the Issuer purchased by ClearThink 1 Sponsor LLC (the "Sponsor") concurrently with the consummation of the Issuer's initial public offering. The Sponsor is the record holder of the shares reported herein. ClearThink 1 Sponsor Manager LLC, the managers of which are the Reporting Person, the Issuer's Chief Executive Officer, and Ari Brown, a Managing Director at ClearThink Capital LLC, is the sole managing members of the Sponsor. Mr. Brock and Mr. Brown have sole voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As described in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-292967) under the heading "Description of Securities - Ordinary Shares", the Class B Ordinary Shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination or earlier at the option if the holder on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. Includes up to 625,000 founder shares that will be forfeited depending on the extent to which the underwriters' over-allotment option is exercised. Represents 315,000 rights underlying the Private Units. Each right entitles the holder to receive one-fifth of one Class A ordinary share upon the consummation of the Issuer's initial business combination.
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
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1. Name and Address of Reporting Person*
Brock William

(Last) (First) (Middle)
C/O CLEARTHINK 1 ACQUISITION CORP.
150 E. PALMETTO PARK ROAD, SUITE 202

(Street)
BOCA RATON, FL 33432

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2026
3. Issuer Name and Ticker or Trading Symbol
Clearthink 1 Acquisition Corp. [ CTAA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares 315,000(1) I By ClearThink 1 Sponsor LLC(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares(2)(3) (3) (3) Class A Ordinary Shares 4,791,667(3)(4) (3) I By ClearThink 1 Sponsor LLC(2)
Rights (5) (5) Class A Ordinary Shares 63,000(5) (5) I By ClearThink 1 Sponsor LLC(2)
Explanation of Responses:
1. Represents Class A ordinary shares underlying the private placement units (the "Private Units") purchased concurrently with the initial public offering of the Issuer. The number of Class A ordinary shares does not include the rights entitling the holder to receive one-fifth of one Class A ordinary share upon the consummation of a business combination, which comprise a part of the Private Units of the Issuer purchased by ClearThink 1 Sponsor LLC (the "Sponsor") concurrently with the consummation of the Issuer's initial public offering.
2. The Sponsor is the record holder of the shares reported herein. ClearThink 1 Sponsor Manager LLC, the managers of which are the Reporting Person, the Issuer's Chief Executive Officer, and Ari Brown, a Managing Director at ClearThink Capital LLC, is the sole managing members of the Sponsor. Mr. Brock and Mr. Brown have sole voting and investment discretion with respect to the ordinary shares held of record by the Sponsor.
3. As described in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-292967) under the heading "Description of Securities - Ordinary Shares", the Class B Ordinary Shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination or earlier at the option if the holder on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
4. Includes up to 625,000 founder shares that will be forfeited depending on the extent to which the underwriters' over-allotment option is exercised.
5. Represents 315,000 rights underlying the Private Units. Each right entitles the holder to receive one-fifth of one Class A ordinary share upon the consummation of the Issuer's initial business combination.
/s/ William Brock 03/06/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Clearthink 1 Acquisition Corp. (CTAAU) file in this Form 3?

Clearthink 1 Acquisition Corp. reported its CEO and director Brock William’s initial indirect holdings through ClearThink 1 Sponsor LLC. The filing lists Class B ordinary shares, Class A shares underlying private placement units, and rights that may convert into additional Class A ordinary shares.

How many Class B shares are reported in the CTAAU Form 3?

The Form 3 reports 4,791,667 Class B ordinary shares held indirectly through ClearThink 1 Sponsor LLC. These Class B shares are designed to automatically convert into Class A ordinary shares on a one-for-one basis upon the company’s initial business combination or earlier at the holder’s option.

What Class A ordinary share holdings are disclosed for CTAAU’s sponsor?

The filing shows 315,000 Class A ordinary shares underlying private placement units held by ClearThink 1 Sponsor LLC. These units were purchased concurrently with the initial public offering and are separate from rights, which can entitle holders to receive additional Class A ordinary shares after a business combination.

Who is the record holder of the CTAAU shares reported in this Form 3?

ClearThink 1 Sponsor LLC is the record holder of the securities reported. A manager entity, ClearThink 1 Sponsor Manager LLC, whose managers include Brock William and Ari Brown, has sole voting and investment discretion over the ordinary shares held by the sponsor on behalf of Clearthink 1 Acquisition Corp.

Can CTAAU founder shares reported in this Form 3 be forfeited?

Yes. The disclosure states that the reported holdings include up to 625,000 founder shares that may be forfeited. The actual forfeiture depends on the extent to which the underwriters exercise their over-allotment option in connection with Clearthink 1 Acquisition Corp.’s initial public offering.