Item 5. Other Information
Item
5. Other Information.
During
the three months ended March 31, 2026, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934,
as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
as each term is defined in Item 408(a) of Regulation S-K.
Item
6. Exhibits
Exhibit
No.
Description
1.1
Underwriting Agreement, dated February 23, 2026, by and between the Company and D. Boral Capital LLC, as representative of the several underwriters. (1)
3.1
Memorandum and Articles of Association. (2)
3.2
Amended and Restated Memorandum and Articles of Association. (1)
4.1
Specimen Unit Certificate. (2)
4.2
Specimen Class A Ordinary Share Certificate. (2)
4.3
Specimen Rights Certificate. (2)
4.4
Rights Agreement dated February 25, 2026 between VStock Transfer and ClearThink 1 Acquisition Corp. (1)
4.5
Description of Registered Securities (3)
10.1
Promissory Note, dated October 14, 2025, issued to the ClearThink 1 Sponsor LLC. (2)
10.2
Securities Subscription Agreement, dated October 14, 2025, between the Registrant and the Sponsor. (2)
10.3
Indemnity Agreement dated February 25, 2026 with William Brock (1)
10.4
Indemnity Agreement dated February 25, 2026 with Darwin Hunt (1)
10.5
Indemnity Agreement dated February 25, 2026 with Yosef Milgrom (1)
10.6
Indemnity Agreement dated February 25, 2026 with Julien Machot (1)
10.7
Indemnity Agreement dated February 25, 2026 with Thomas Zipser (1)
10.8
Investment Management Trust Agreement, dated February 25, 2026, by and between the Company and Equiniti Trust Company, LLC. (1)
10.9
Registration Rights Agreement, dated February 25, 2026, by and among the Company, the Sponsor, and certain securityholders. (1)
10.10
Insider Letter Agreement dated February 25, 2026 among ClearThink 1 Acquisition Corp., its directors and officers, and ClearThink 1 Sponsor LLC. (1)
10.11
Administrative Services Agreement, dated February 25, 2026, by and between the Company and the Sponsor. (1)
14
Code of Ethics. (3)
19
Insider Trading Policy (3)
31.1
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Clawback Policy (3)
101.INS
Inline
XBRL Instance Document.
101.SCH
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover
Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).
(1)
Incorporated
by reference to the Company’s Registration Statement on Form 8-K, filed with the SEC on February 27, 2026.
(2)
Incorporated
by reference to Amendment No. 2 to the Company’s Registration Statement on Form S-1/A (File No. 333-292967), filed with the
SEC on February 12, 2026.
(3)
Incorporated
by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on
March 31, 2026
18
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
May
15, 2026
CLEARTHINK
1 ACQUISITION CORP.
By:
/s/
William Brock
Name:
William
Brock
Title:
Chief
Executive Officer (Principal Executive Officer)
By:
/s/ Thomas Zipser
Name:
Thomas Zipser
Title:
Chief Financial Officer (Principal Financial Officer)
19
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.