ONCH

1RT Acquisition Corp. (ONCH) - 10-K Summary

Business Context and Reporting Period

Company: 1RT Acquisition Corp. (a Cayman Islands exempted company and Special Purpose Acquisition Company or "SPAC").
Reporting Period: Fiscal year ended December 31, 2025.
Status: Pre-Business Combination. The Company has no operating history and has generated no operating revenues to date.
Objective: To effect a Business Combination with one or more businesses, primarily targeting the digital assets and blockchain sectors with an enterprise value greater than $1.0 billion.
Deadline: Must complete an initial Business Combination by July 3, 2027 (24 months from IPO).

Key Financial Metrics (Year Ended Dec 31, 2025)

Material Changes vs. Prior Period

• Initial Public Offering (IPO): Consummated on July 3, 2025. Sold 17,250,000 Units (including full over-allotment) at $10.00 per unit, generating gross proceeds of $172,500,000.
• Private Placement: Simultaneously sold 2,250,000 Private Placement Warrants to the Sponsor and underwriters for $4,500,000.
• Trust Account Funding: $172,500,000 was deposited into the Trust Account upon IPO closing. As of year-end, the balance grew to $175,863,626 due to interest income.
• Profitability: Transitioned from a net loss of $19,932 in the partial year 2024 to a net income of $2,889,101 in 2025, driven primarily by interest income on Trust Account assets.
• Share Structure: 17,250,000 Class A Ordinary Shares (Public) and 4,312,500 Class B Ordinary Shares (Founder) are outstanding.

Guidance, Outlook, Risks, and Contingencies

Outlook & Strategy: Management intends to leverage the experience of 50T Holdings (Sponsor affiliate) in digital assets and blockchain to identify targets. The Company has $164,287,500 available for a Business Combination after accounting for the deferred underwriting fee.

Going Concern: The filing states that the Company's liquidity condition raises substantial doubt about its ability to continue as a going concern for a period of one year after the issuance of the financial statements. Management plans to address this through a Business Combination. If a combination is not completed by July 3, 2027, the Company will liquidate and distribute Trust Account funds.

Key Risks:

• Regulatory Environment: New SEC "2024 SPAC Rules" may increase costs, time, and disclosure requirements, potentially affecting the ability to negotiate a combination.
• Redemption Risk: Public shareholders may redeem shares upon a Business Combination, potentially reducing cash available for the transaction.
• Geopolitical Instability: Conflicts in Ukraine and the Middle East may impact global markets and target business operations.
• Investment Company Act: Risk of being deemed an unregistered investment company if the Trust Account holds securities for too long; the Company may liquidate Trust investments into cash to mitigate this.
• Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against third-party claims (up to $10.00 per share), there is no guarantee the Sponsor has sufficient assets to satisfy such obligations.

Investor Verification Checklist

• Trust Account Composition: Verify if the Trust Account remains invested in U.S. Treasury securities or has been moved to cash to avoid Investment Company Act classification.
• Extension Provisions: Review the specific shareholder approval thresholds required to extend the Combination Period beyond July 3, 2027.
• Deferred Fee Impact: Confirm the $8,212,500 deferred underwriting fee obligation and its impact on post-transaction cash availability.
• Founder Share Dilution: Note that Founder Shares (Class B) convert to Class A at a ratio that ensures they represent 20% of the post-IPO share count, subject to anti-dilution adjustments.
• Related Party Transactions: Monitor the $12,500 monthly administrative fee paid to a Sponsor affiliate and any potential Working Capital Loans.