1RT Acquisition Corp.

On July 3, 2025, we consummated the Initial Public Offering of 17,250,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000. Cantor Fitzgerald & Co., acted as sole book-running manager and Roberts & Ryan acted as co-manager, of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-287941). The Securities and Exchange Commission declared the registration statements effective on July 1, 2025.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 2,250,000 Private Placement Warrants (the “Private Placement Warrants”) in a private placement to the Sponsor and Cantor Fitzgerald & Co., at a price of $2.00 per warrant, or $4,500,000 in the aggregate. Of those 2,250,000 Private Placement Warrants, the Sponsor purchased 1,500,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 750,000 Private Placement Warrants. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Placement Warrants, an aggregate of $172,500,000 was placed in the Trust Account.

We paid a total of $11,867,239, consisting of $3,000,000 of cash underwriting fees, $8,212,500 of deferred underwriting fees, and $654,739 of other offering costs and expenses related to the Initial Public Offering.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.