Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: On February 13, 2026, the Registration
−Removed: Statement on Form S-1 (File No.
−Removed: 333-292967), as amended, relating to the initial public offering (the “IPO”) of the Company,
−Removed: was declared effective by the SEC.
−Removed: On February 23, 2026, the Company filed a subsequent registration statement on Form S-1 (File No.
−Removed: pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and also in connection with the Company’s IPO, which subsequent
−Removed: registration statement became automatically effective upon its filing.
−Removed: On February 25, 2026, the Company
−Removed: consummated the IPO of 12,500,000 Units, each Unit consists of one Class A ordinary share, and one right to receive one-fifth of an Ordinary
−Removed: Share, with each five rights entitling the holder thereof to receive one ordinary share upon the consummation of an initial business combination.
−Removed: The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $125,000,000.
−Removed: Consequently, a total of
−Removed: $125,000,000 of the proceeds from the IPO and the private placement with ClearThink 1 Sponsor LLC, the Company’s sponsor, described
−Removed: below, were deposited in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”).
−Removed: In addition, on February 26, 2026, the IPO underwriter partially exercised its over-allotment option for 15,000 Units, generating additional
−Removed: gross proceeds to the Company of $150,000.
−Removed: Such proceeds, consisting of the entirety of the proceeds received by the Company after deduction
−Removed: for commissions from the IPO, plus additional funds from the private placement, were deposited in the Trust Account.
−Removed: Simultaneously with the closing
−Removed: of the IPO, the Company completed the private sale and issuance of an aggregate of 315,000 units (the “Private Units”) to
−Removed: the Company’s sponsor, at a price of $10.00 per Private Unit, generating gross proceeds to the Company of $3,150,000.
−Removed: Unit consists of one Class A ordinary share and one right to receive one-fifth of a Class A ordinary share, with each five rights entitling
−Removed: the holder thereof to receive one Class A ordinary share upon the consummation of an initial business combination.
−Removed: Such securities were
−Removed: issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
−Removed: For a description of the use of the proceeds generated in the IPO and from
−Removed: the sale of the Private Units, see Part I, Item 2 of this Quarterly Report on Form 10-Q.
+Added: a description of the use of the proceeds generated in the Company’s initial public offering and from the sale of the Company’s privately placed Units, see Part I, Item 2 of this Quarterly
+Added: Report on Form 10-Q.
Defaults Upon Senior Securities.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.