1RT Acquisition Corp. 10-Q Summary: Q2 2025
Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended June 30, 2025, for 1RT Acquisition Corp., a Cayman Islands exempted corporation. The Company is a blank check entity (SPAC) formed on December 13, 2024, with no operating revenues. Its sole purpose is to effect a business combination. As of the balance sheet date, the Company had not yet consummated its Initial Public Offering (IPO), which occurred subsequently on July 3, 2025.
Key Financial Metrics
| Metric | Value (Unaudited) |
|---|---|
| Revenue | $0 (No operations) |
| Net Loss (3 Months Ended June 30, 2025) | $(41,267) |
| Net Loss (6 Months Ended June 30, 2025) | $(72,267) |
| Total Assets (June 30, 2025) | $505,828 (Primarily deferred offering costs) |
| Total Liabilities (June 30, 2025) | $573,027 |
| Shareholders' Deficit (June 30, 2025) | $(67,199) |
| Cash and Cash Equivalents | $0 |
| Working Capital Deficit | $(573,027) |
| Debt (Promissory Note - Related Party) | $242,532 |
Material Changes and Subsequent Events
The financial position as of June 30, 2025, reflects a pre-IPO status with a working capital deficit funded by a related-party promissory note. Significant changes occurred immediately following the reporting period:
- Initial Public Offering (July 3, 2025): The Company consummated an IPO of 17,250,000 Units (including full over-allotment) at $10.00 per unit, generating gross proceeds of $172,500,000.
- Private Placement: Simultaneously, the Company sold 2,250,000 Private Placement Warrants for $4,500,000.
- Trust Account: $172,500,000 was deposited into a Trust Account.
- Debt Repayment: The related-party promissory note of $242,532 was repaid in full from IPO proceeds.
- Liquidity Post-IPO: As of July 3, 2025, the Company held $1,142,890 in cash and had a working capital surplus of $758,162.
Outlook, Risks, and Management Commentary
Outlook: The Company has 24 months from the IPO closing (July 3, 2025) to complete a business combination. If unsuccessful, the Company will liquidate and redeem public shares from the Trust Account. Management intends to use funds outside the Trust Account for due diligence and transaction costs.
Risks:
- Going Concern (Pre-IPO): As of June 30, 2025, the Company lacked sufficient liquidity to meet obligations without the IPO proceeds.
- Geopolitical Instability: Risks associated with the Russia-Ukraine and Israel-Hamas conflicts could impact capital markets and the ability to find a target.
- Business Combination Failure: There is no assurance a target will be identified or a combination completed within the required timeframe.
Unusual Items: The financial statements include significant deferred offering costs ($505,828) and accrued offering costs ($307,295) which were capitalized pending the IPO. Stock-based compensation for director founder shares ($193,500 fair value) was assigned in July 2025 but not recognized in the Q2 loss as the business combination was not yet probable.
Investor Verification Checklist
- Verify the final IPO closing date and the exact amount deposited into the Trust Account ($172,500,000).
- Confirm the repayment of the $242,532 related-party promissory note and the return of excess funds ($24,350) by the Sponsor.
- Review the terms of the 2,250,000 Private Placement Warrants sold to the Sponsor and Cantor Fitzgerald & Co.
- Monitor the 24-month deadline for completing a business combination (approx. July 2027).
- Assess the impact of the $8,212,500 deferred underwriting fee on the net cash available for the business combination.