Clearthink 1 Acquisition Corp.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [] to []
Commission file number:001-43139
ClearThink 1 Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | N/A |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 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: +1(561) 358-3696
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 and one Right to receive one-fifth (1/5) of one Class A Ordinary Share | CTAAU | The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share | 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 |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| 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.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
The registrant’s common equity wasnot listed on any exchange and had no market value as of the last business day of the second fiscal quarter of 2025. The registrant’s units, consisting of Class A ordinary shares and rights, began trading on the Nasdaq Global Market on February 24, 2026.
As of March 30, 2026, there were 12,515,000 Class A ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.
TABLE OF CONTENTS
| PAGE | ||
|---|---|---|
| PART I | 5 | |
| Item 1. | Business. | 5 |
| Item 1A. | Risk Factors. | 25 |
| Item 1B. | Unresolved Staff Comments. | 64 |
| Item 1C | Cybersecurity. | 64 |
| Item 2. | Properties. | 64 |
| Item 3. | Legal Proceedings. | 64 |
| Item 4. | Mine Safety Disclosures. | 64 |
| PART II | 65 | |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 65 |
| Item 6. | [Reserved] | 66 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 66 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 69 |
| Item 8. | Financial Statements and Supplementary Data. | 69 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | 69 |
| Item 9A. | Controls and Procedures. | 69 |
| Item 9B. | Other Information. | 70 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 70 |
| PART III | 71 | |
| Item 10. | Directors, Executive Officers and Corporate Governance. | 71 |
| Item 11. | Executive Compensation. | 75 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 76 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 77 |
| Item 14. | Principal Accountant Fees and Services. | 79 |
| PART IV | 80 | |
| Item 15. | Exhibit and Financial Statement Schedules. | 80 |
| Signatures | 82 | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Annual Report on Form 10-K (“Report”) may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:
| ● | our ability to select an appropriate target business or businesses; |
| ● | our ability to complete our initial business combination; |
| ● | our expectations around the performance of the prospective target business or businesses; |
| ● | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
| ● | our potential ability to obtain additional financing to complete our initial business combination; |
| ● | our pool of prospective target businesses; |
| ● | the adverse impacts that events outside of our control, such as increased geopolitical unrest, significant outbreaks of infectious diseases and increased volatility in the debt and equity markets, may have on our ability to consummate an initial business combination; |
| ● | our public securities’ potential liquidity and trading; |
| ● | the lack of a market for our securities; |
| ● | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| ● | the trust account not being subject to claims of third parties; or |
| ● | our financial performance. |
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
In addition, statements that contain “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Report. Although we believe that this information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
Unless otherwise stated in this Report or the context otherwise requires, references to:
| ● | “amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association adopted by special resolution on 24 February 2026, as amended and/or restated from time to time; |
| ● | “Class A ordinary shares” are to the Class A ordinary shares of par value US$0.0001 each in the capital of the company; |
| ● | “Class B ordinary shares” are to the Class B ordinary shares of par value US$0.0001 each in the capital of the company; |
| ● | “Companies Act” refers to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; |
| ● | “completion window” are to (i) the period ending on the date that is 21 months from the closing of our initial public offering or such earlier liquidation date as our board of directors may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association. |
| ● | “D. Boral” refers to D. Boral Capital LLC, the representative of the underwriters in our initial public offering; |
| ● | “directors” are to our current directors; |
| ● | “founder shares” are to the 4,791,667 Class B ordinary shares purchased by our sponsor in a private placement prior to our initial public offering (without taking into account the surrender by our sponsor and cancellation of up to 625,000 of which will be surrendered to us for no consideration depending on the extent to which the underwriters’ option to purchase additional units is exercised), and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of the closing of our initial business combination as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
| ● | “initial shareholder” is to our sponsor; |
| ● | “management” or our “management team” are to our executive officers and directors; |
| ● | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
| ● | “private units” are to the units issued to our sponsor in a private placement simultaneously with the closing of our initial public offering; |
| ● | “private rights” refer to the rights underlying the private units; |
| ● | “private shares” refer to the Class A ordinary shares included in the private units; |
| ● | “public shareholders” are to the holders of our public shares, including our initial shareholder, and management team to the extent our initial shareholder and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
| ● | “public rights” are to the rights to receive one-fifth of one Class A ordinary share upon the consummation of an initial business combination, which are being sold as part of the units in our initial public offering whether they are purchased in our initial public offering or thereafter in the open market; |
| ● | “public shares” are to Class A ordinary shares sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
| ● | “rights” are to our public rights and private rights; |
| ● | “sponsor” is to ClearThink 1 Sponsor LLC, a Florida limited liability company, newly formed for the purpose of acting as the sponsor in connection with our initial public offering and the sponsor conducts no other business; ClearThink 1 Sponsor Manager LLC is the managing member of the sponsor, the managers of which are William Brock, our Chief Executive Officer, and Ari Brown, a Managing Director at ClearThink Capital LLC; ClearThink 1 Sponsor Manager LLC is beneficially owned by ClearThink Capital LLC, which in turn is 100% owned by Robert Steven Brown; and |
| ● | “we,” “us,” “company” or “our company” are to ClearThink 1 Acquisition Corp., a Cayman Islands exempted company. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.