Clearthink 1 Acquisition Corp. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On February 13, 2026, the Registration Statement on Form S-1 (File No. 333-292967), as amended, relating to the initial public offering (the “IPO”) of the Company, was declared effective by the SEC. On February 23, 2026, the Company filed a subsequent registration statement on Form S-1 (File No. 333-293666) pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and also in connection with the Company’s IPO, which subsequent registration statement became automatically effective upon its filing. On February 25, 2026, the Company 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 Share, with each five rights entitling the holder thereof to receive one ordinary share upon the consummation of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $125,000,000. Consequently, a total of $125,000,000 of the proceeds from the IPO and the private placement with ClearThink 1 Sponsor LLC, the Company’s sponsor, described below, were deposited in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”). In addition, on February 26, 2026, the IPO underwriter partially exercised its over-allotment option for 15,000 Units, generating additional gross proceeds to the Company of $150,000. Such proceeds, consisting of the entirety of the proceeds received by the Company after deduction for commissions from the IPO, plus additional funds from the private placement, were deposited in the Trust Account. Simultaneously with the closing of the IPO, the Company completed the private sale and issuance of an aggregate of 315,000 units (the “Private Units”) to the Company’s sponsor, at a price of $10.00 per Private Unit, generating gross proceeds to the Company of $3,150,000. Each Private 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 the holder thereof to receive one Class A ordinary share upon the consummation of an initial business combination. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. For a description of the use of the proceeds generated in the IPO and from the sale of the Private Units, see Part I, Item 2 of this Quarterly Report on Form 10-Q. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable.