1RT Acquisition Corp. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management’s Report on Internal Controls Over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, 72 (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2025. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Trading Arrangements During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Additional Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 73 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers As of the date of this Report, our directors and officers are as follows: Name Age Position Dan Tapiero 56 Director, Chief Executive Officer and Chairman of the Board of Directors Joe Majocha 44 Chief Financial Officer Jeffrey Nuechterlein 68 Director Eric Vincent 61 Director Jeffrey Blockinger 56 Director Matt Frymier 57 Director The experience of our directors and executive officers is as follows: Dan Tapiero Dan was the Founding Partner, CIO and CEO of both 1RoundTable Partners, LLC (“1RT”) and 10T Holdings LLC (“10T”), which were consolidated into 50T in July 2025. Dan has been Managing Partner, CEO and CIO of 50T since July 2025. He founded 1RT in November of 2023 and 10T in January of 2021. He has also served as a director of Zenrock Laboratories Ltd. and Zenrock Nominees Ltd., which provide decentralized security infrastructure, since February 2024 and January 2025, respectively. He also previously served as a director of Atlantic and as a director of Aries, both blank check acquisition companies, from 2021 to 2023. Dan brings 30 years of experience in macro and commodity investing and trading, research and economics, as well as entrepreneurship. Dan has an extensive set of relationships in the institutional investment management space and regularly speaks and contributes on macroeconomic topics. 10T is a growth equity firm exclusively focused on the DAE and with $1.2Bn AUM. He was the managing partner of DTAP Capital Advisors, a global macro investment fund, that he founded in 2003. He is the co-founder of Gold Bullion International (GBI), a physical precious metals platform for the wealth management industry that also expanded into the cryptocurrency universe in 2014. He is a co-founder of the Agricultural Company of America (AGCoA), one of the largest farmland REITs in the U.S. at the time of its sale in 2013. Previously, from 1992-2012, Dan was a macro-focused portfolio manager and analyst at Tiger Global Management, Duquesne Capital Management, Steinhardt Management Co., and SAC Capital Advisors. Dan graduated Phi Beta Kappa from Brown University, where he earned his B.A. in 1990 and M.A. in 1991 in European History. Dan has been on the Board of Trustees of the Lawrenceville School for the past fifteen years and currently leads the Investment Committee for its endowment. Joe Majocha Joe was the Chief Financial Officer at 1RT since November 2023, and Chief Financial Officer of 10T since February 2023, until the consolidation of 1RT and 10T into 50T in July 2025. He has been partner and CFO of 50T since July 2025. Prior to joining 1RT and 10T, Joe served as the founder of Hudson Space LLC, a real estate development business. He brings significant experience in the private investment industry where he has played important roles in standing up new private investment businesses and building institutionalized operating platforms and finance capabilities. Joe was previously a Managing Director at Two Sigma Investments, where he was the COO and CFO of the Private Investment division, focusing on PE, Real Assets, and VC strategies. He built and led a team of over 20 professionals and played an integral role in transforming Two Sigma’s internal private investment effort into a multi-strategy external client-facing business. He also helped raise over $1Bn of external capital from institutional investors. Before Two Sigma, Joe was the CFO of Carlyle’s private credit businesses. Earlier in his career, he worked at Blackstone and KPMG. Joe received his B.S. in Accounting and Finance from New York University Stern School of Business in 2004. He also completed an executive leadership program at Stanford University Graduate School of Business in 2020. 74 Jeffrey D. Nuechterlein Jeff is currently the Managing Partner of Nue Capital LLC, a fund he founded in 2000 to manage public and private equity investments. Jeff also serves on the Board of Advisors of Communitas Capital. Previously, from 2023-2025, Jeff was a member of the Advisory Board of the non-profit Quad Investors Network. From 2013-2022, Jeff was Chair of the Board of Directors of Cartica Management, an SEC-registered equity manager focused on investments in public companies in emerging markets. He also served on the Public Company Accounting Oversight Board’s Standing Advisory Group from 2017-2019, as a director of Chesapeake Lodging Trust (NYSE) from 2010-2019, as a director of Barington/Hilco Acquisition Corp (NASDAQ) from 2014-2018 and Chair of the Barington/Hilco Acquisition Corp Board from 2017-2018, and as a director of The Jones Group (NYSE) from 2011-2014. Before founding Nue Capital in 2000, Jeff was Managing Director of National Gypsum Company (1997-2000), Senior Counsel to the U.S. Trade Representative (1995-1996), Special Assistant to the Governor of Virginia (1990-1991), Counsel to the U.S. Senate’s Judiciary Subcommittee on Technology (1989-1990), and a lawyer in private practice. During the Carter Administration, Jeff wrote the “Presidential Paper on the Panama Canal Treaties” while working part-time at the White House (1978-1980). Jeff received his BA and JD from the University of Virginia and his MA and a D.Phil from Oxford University. Eric Vincent Eric Vincent served as President and Partner of 1RT and 10T since 2023 and 2022, respectively, until the consolidation of 1RT and 10T into 50T in July 2025. He has been partner and president of 50T since July 2025.. He has also served as a director of Electrum Ltd., which invests in companies and projects in the natural resources industry, since 2013. Eric is an executive with over 25 years of experience building, growing and managing alternative asset management firms. Before joining 1RT and 10T, Eric was President of Sarissa Capital Management, a healthcare-focused activist investment firm, from 2019 to 2022, and Sarissa, a blank check acquisition corporation, from 2020 to 2022. Previously, he served as the Head of Business Development at Mubadala Capital, from 2018 to 2019, the alternative investment arm of the sovereign wealth fund Mubadala Investment Company. From 2012 to 2017 Eric served as Chief Executive Officer of the Electrum Group, an investment advisory firm focused on natural resources and precious metals. From 2004 through 2011, Eric was President of Ospraie Management, an asset management firm focused on commodities and basic industries. At Ospraie, he was integral in helping develop the long-term strategy for the firm and its growth from $1 billion to over $9 billion under management. Prior to joining Ospraie, Eric was a partner at Omega Advisors. He began his career as an attorney at Cravath, Swaine & Moore. From 2007 through October 2009, Eric served as Chairman of the Board of Directors of the Managed Funds Association, the trade association representing the U.S. hedge fund industry. Eric has been a member of the Global Markets Advisory Committee of the U.S. Commodity Futures Trading Commission and a member of the Investor Advisory Group of the Public Company Accounting Oversight Board. Eric received his J.D. from Harvard Law School in 1991 and his B.A. from Williams College in 1988. Jeffrey Blockinger Jeff previously served as General Counsel of Quadrata, Inc., a Web3 digital identity provider from March 2022 to August 2024 and previously served as General Counsel at Unlimited Technologies Pte Ltd (dba Vertex Protocol), a decentralized digital asset exchange, from January 2022 to December 2025. Jeff also served as Chief Legal Officer of CrossTower Inc., a centralized digital asset exchange, from June 2021 to December 2021 and as Chief Legal Officer of Och-Ziff Capital Management, one of the largest multi-strategy hedge funds in history, from 2005 to 2015. He is now working at the nexus of traditional finance and blockchain technology, advising Web3, DeFi and other digital asset projects on a broad range of legal, regulatory and operational matters. 75 At Och-Ziff, Jeff built and managed a global legal department of more than fifty professionals located in New York, London and Hong Kong. He also led the firm’s initial public offering. Since his retirement from Och-Ziff, Jeff has focused on entrepreneurial projects ranging from building an e-commerce platform for his wife’s hospitality business to early-stage digital asset projects. These projects included a centralized exchange, a Web3 native digital identity tool, and serving on the founding team of a DeFi exchange. He also served as the first CEO of the Association for Digital Asset Markets. As outside counsel, Jeff advised financial services firms and structured a broad range of financial products at Schulte Roth & Zabel LLP, Crowell & Moring LLP and Morgan Lewis & Bockius LLP. He previously served as a Board Member for the Wolf Conservation Center, a non profit to benefit wolf recovery in the United States, from 2013-2024. Jeff is a regular speaker at digital asset ecosystem industry events. Recent speaking engagements include SALT’s Wyoming Blockchain Symposium in Jackson, Wyoming and TET Events’ DeFi Retreat in Paris, France. Jeff has a J.D. from the University of Miami School of Law and a B.A. from Purdue University. Matt Frymier Matt has served as the Chief Financial Officer of Evernorth Holdings, Inc. since September of 2025. Previously, he served as a Managing Director of Financial Technology Partners from March 2022 to September 2025 and previously held a similar position at Broadhaven Capital Partners. Matt serves on the board of directors of Performed Line Products Co. (Nasdaq: PLPC), where he chairs the audit committee and is a member of the compensation committee. During his 17-year tenure at Bank of America Corporation from 1994 to 2010, Matt led a principal investment division responsible for strategic investments and mergers and acquisitions targeted at building the Bank of America franchise. Matt co-founded Corrum Capital Management, LLC, an alternative asset management firm in San Francisco, California, and Charlotte, North Carolina, in December 2013, which he departed in 2018. In addition, he recently served as a Director and Chairman of the Chicago Stock Exchange and as a Director of numerous other companies including FXAll, Incapital and BATS Global Markets over the last 15 years. Matt received his B.A. in Government with concentrations in Public Policy and Economics from Colby College. Family Relationships No family relationships exist between any of our directors or executive officers. Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has a material interest adverse to our Company. 76 Number and Terms of Office of Officers and Directors Our Board of Directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of Jeffrey Blockinger and Eric Vincent will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Matt Frymier, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Jeffrey Nuechterlein and Dan Tapiero, will expire at the third annual general meeting. Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Public Shares will not be entitled to vote on such matters during such time. These provisions of our Amended and Restated Charter relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution of the Class B Ordinary Shares. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Charter. Committees of the Board of Directors Our Board of Directors has two standing committees: the Audit Committee and a compensation committee (the “Compensation Committee”). Subject to phase-in rules, the Nasdaq Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Audit Committee We have established the Audit Committee of the Board of Directors. Mr. Blockinger, Mr. Frymier and Mr. Nuechterlein serve as the members of our Audit Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Mr. Blockinger, Mr. Frymier and Mr. Nuechterlein are each independent. Mr. Frymier serves as the chair of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined that Mr. Frymier qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 77 We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; ● reviewing with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities; and ● advising the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the Exchange Act (the “SEC Clawback Rule”) are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. Compensation Committee We have established the Compensation Committee of our Board of Directors. The members of our Compensation Committee are Mr. Blockinger, Mr. Frymier and Mr. Nuechterlein. Mr. Nuechterlein serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have a Compensation Committee of at least two members, all of whom must be independent. Mr. Blockinger, Mr. Frymier and Mr. Nuechterlein are each independent. 78 We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to Board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting Management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy (as defined below), with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we would form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Mr. Blockinger, Mr. Frymier and Mr. Nuechterlein. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The Board of Directors also considers director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated Charter. 79 We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, holders of our Public Shares do not have the right to recommend director candidates for nomination to our Board of Directors. Code of Ethics We have adopted a Code of Business Conduct and Ethics, applicable to our directors, officers and employees (the “Code of Ethics”). A copy of the Code of Ethics and the charters of the committees of our Board of Directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14 and is incorporated herein by reference . Trading Policies On March 24, 2026, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules (the “Insider Trading Policy”). The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference. Compensation Recovery and Clawback Policy Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. The SEC has also adopted the SEC Clawback Rule that directs national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results. On June 30, 2025, our Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply with the final Clawback rules adopted by the SEC under the Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608 (the “Nasdaq Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the SEC Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Nasdaq Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement. The foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference. 80 Item 11. Executive Compensation. None of our executive officers or directors have received any cash compensation for services rendered to us as of the date of this Report. Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account. Other than quarterly Audit Committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial Business Combination. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, are paid from funds held outside the Trust Account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant to the IPO Promissory Note. As of December 31, 2025, the Company repaid the total outstanding balance of the loan amounting to $242,532. The borrowings under the IPO Promissory Note are no longer available. ● Reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of our Sponsor, in an amount equal to $12,500 per month, pursuant to the Administrative Services Agreement; ● Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial Business Combination; ● We may engage our sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and ● Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $2.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors. 81 After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business, but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 27, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 21,562,500 shares of our Ordinary Shares, consisting of (i) 17,250,000 Class A Ordinary Shares and (ii) 4,312,500 Class B Ordinary Shares, issued and outstanding as of March 27, 2026. On all matters to be voted upon, except for (i) the appointment and removal of directors of the Board and (ii) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Only holders of Class B Ordinary Shares have the right to vote on the appointment and removal of directors prior to the completion of our initial Business Combination and on a vote to continue our Company in a jurisdiction outside of the Cayman Islands. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. 82 Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as such Private Placement Warrants are not exercisable within 60 days of the date of this Report. Class A Ordinary Shares Class B Ordinary Shares Approximate Percentage Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class of Total Outstanding Ordinary Shares 1RT Acquisition Sponsor LLC (2)(3) - - 4,312,500 100.00 % 20.00 % Dan Tapiero (2)(3) 4,312,500 100.00 % 20.00 % Joe Majocha - - - - - Jeffrey Nuechterlein - - - - - Eric Vincent - - - - - Jeffrey Blockinger - - - - - Matt Frymier - - - - - All executive officers and directors as a group (6 individuals) (2)(3) 4,312,500 100.00 % 20.00 % Other 5% Shareholders Point72 Asset Management, L.P. (4) 1,500,000 8.70 % 6.96 % Harraden Circle Investments, LLC (5) 1,500,192 8.70 % - - 6.96 % Jain Global LLC (6) 894,303 5.18 % - - 4.15 % J. Goldman & Co LP (7) 862,500 5.00 % - - 4.00 % Meteora Capital, LLC (8) 1,539,014 8.92 % - - 7.14 % RP Investment Advisors LP (9) 865,500 5.02 % - - 4.01 % Linden Advisors LP 1,010,100 5.86 % - - 4.68 % (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o 1RT Acquisition Corp., 205 West 28th Street, 2nd Floor Suite C, New York, New York 10001. (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such shares will (unless otherwise provided in our initial Business Combination agreement) automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination, and may be converted at any time prior to our initial Business Combination, at the option of the holder, on a one-for-one basis, subject to adjustment. (3) 1RT Acquisition Sponsor LLC, our Sponsor, is the record holder of such Class B Ordinary Shares. Dan Tapiero is the sole managing member of 1RT Acquisition Sponsor LLC and has voting and investment discretion with respect to the securities held of record by 1RT Acquisition Sponsor LLC, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (4) According to a Schedule 13G filed with the SEC on July 07, 2025, Point72 Asset Management, L.P., Point72 Capital Advisors, Inc., and Steven A. Cohen, may be deemed to have shared dispositive power with respect to these 1,500,000 Class A Ordinary Shares. The address of the principal business office of each of the reporting persons identified in this footnote is 72 Cummings Point Road, Stamford, CT 06902. (5) According to a Schedule 13G/A filed with the SEC on November 14, 2025, Harraden Circle Investments, LLC, Harraden Circle Investors GP, LP, Harraden Circle Investors GP, LLC, and Frederick V. Fortmiller may be deemed to have shared dispositive power with respect to these 1,500,192 Class A Ordinary Shares, Harraden Circle Investors, LP may be deemed to have shared dispositive power with respect to 726,088 of these 1,500,192 Class A Ordinary Shares, Harraden Circle Special Opportunities, LP, may be deemed to have shared dispositive power with respect to 382,972 of these 1,500,192 Class A Ordinary Shares, Harraden Circle Strategic Investments, LP may be deemed to have shared dispositive power with respect to 234,056 of these 1,500,192 Class A Ordinary Shares, and Harraden Circle Concentrated, LP may be deemed to have shared dispositive power with respect to 157,076 of these 1,500,192 Class A ordinary Shares. The address of the business office of each of the reporting persons identified in this footnote is 855 Third Avenue, Suite 2600B, New York, NY 10022. 83 (6) According to the Schedule 13G filed with the SEC on November 14, 2025, Jain Global LLC, Jain Holdings LLC, and Robert Jain may be deemed to have shared dispositive power with respect to these 894,303 Class A Ordinary Shares. The address of the business office of each of the reporting persons identified in this footnote is 9 West 57th Street, 39th Floor, New York, New York, 10019. (7) According to a Schedule 13G/A filed with the SEC on February 17, 2026, J. Goldman & Co., L.P, J. Goldman Capital Management, Inc., and Jay G. Goldman may be deemed to have shared dispositive power with respect to these 862,500 Class A Ordinary Shares. The address of the business office of each of the reporting persons identified in this footnote is 510 Madison Avenue, 26th Floor, New York, NY 10022. (8) According to the Schedule 13G filed with the SEC on February 13, 2026, Meteora Capital, LLC and Vik Mittal may be deemed to have shared dispositive power with respect to these 1,539,014 Class A Ordinary Shares. The address of the principal business office for each of the reporting persons identified in this footnote is 1200 N Federal Hwy, #200, Boca Raton FL 33432. (9) According to the Schedule 13G filed with the SEC on March 3, 2026, RP Investment Advisors LP may be deemed to have shared dispositive power with respect to these 865,500 Class A Ordinary Shares, RP Select Opportunities Master Fund Ltd. may be deemed to have shared dispositive power with respect to 320,783 of these 865,500 Class A Ordinary Shares, RP Debt Opportunities Fund Ltd. may be deemed to have shared dispositive power with respect to 194,886 of these 865,500 Class A Ordinary Shares, RP Alternative Global Bond Fund may be deemed to have shared dispositive power with respect to 264,822 of these 865,500 Class A Ordinary Shares, and RP Alternative Credit Opportunities Fund may be deemed to have shared dispositive power with respect to 85,009 of these 865,500 Class A Ordinary Shares. The address of the principal business office of each of the reporting persons identified in this footnote is 39 Hazelton Avenue, Toronto, Ontario, Canada, M5R 2E3. (10) According to the Schedule 13G filed with the SEC on March 12 2026, Linden Advisors LP and Siu Min Wong may be deemed to have shared dispositive power with respect to these 1,010,100 Class A Ordinary Shares, and Linden Capital L.P and Linden GP LLC . may be deemed to have shared dispositive power with respect to 973,096 of these 1,010,100 Class A Ordinary Shares. The address of the principal business office of Linden Capital L.P. is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The address of the principal business office of Linden Advisors LP, Linden GP LLC and Siu Min Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022. Our Sponsor beneficially owns 20.00% of the issued and outstanding Ordinary Shares. Only holders of Class B Ordinary Shares have the right to appoint directors in any election held prior to or in connection with the completion of our initial Business Combination. Holders of our Public Shares do not have the right to appoint any directors to our Board of Directors prior to our initial Business Combination. Because of this ownership block, our Sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our Amended and Restated Charter and approval of significant corporate transactions, including our initial Business Combination. Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. 84 Item 13. Certain Relationships and Related Transactions, and Director Independence. On December 31, 2024, our Sponsor paid $25,000 to cover certain expenses on our behalf in consideration of 4,312,500 Founder Shares. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 17,250,000 Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent approximately 20% of the outstanding Ordinary Shares after the Initial Public Offering (not including the Class A Ordinary Shares underlying the Private Placement Units). Of the 4,312,500 Founder Shares outstanding, up to 750,000 Founder Shares were subject to forfeiture to the extent that the Over-Allotment Option was not exercised in full or in part. On July 3, 2025, the Over-Allotment Option was exercised in full, as part of the initial closing of the Initial Public Offering, so those 750,000 Founder Shares are no longer subject to forfeiture. Pursuant to the Private Placement Warrants Purchase Agreements, our Sponsor and Cantor purchased an aggregate of 2,250,000 Private Placement Warrants, at a price of $2.00 per Private Placement Warrant, for an aggregate purchase price of $4,500,000 in the Private Placement that closed simultaneously with our Initial Public Offering. Each Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share at $11.50 per share. Of those 2,250,000 Private Placement Warrants, our Sponsor purchased 1,500,000 Private Placement Warrants, and Cantor purchased 750,000 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8). If we do not complete our initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Pursuant to the Administrative Services Agreement, we currently utilize office space at 205 West 28th Street, 2nd Floor Suite C, New York, New York 10001. We pay such affiliate $12,500 per month for certain office space, utilities and secretarial and administrative support provided to members of our Management Team; upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. As of December 31, 2025, we have paid $75,000 pursuant to the Administrative Services Agreement. Our Sponsor, executive officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our Audit Committee reviews, on a quarterly basis, all payments that were made to our Sponsor, officers, directors or our or their affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account. On December 31, 2024, the Sponsor loaned us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note. This loan was non-interest bearing and payable on the earlier of August 14, 2025, and the date on which we consummated the Initial Public Offering. We repaid all the outstanding balance of the IPO Promissory Note at the closing of the Initial Public Offering on July 3, 2025. Borrowings under the IPO Promissory Note are no longer available. 85 In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required on a non-interest basis. If we complete an initial Business Combination, we would repay such Working Capital Loans. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial Business Combination have been and will continue to be made using funds held outside the Trust Account. After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. Pursuant to the Registration Rights Agreement, the holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) warrants that may be issued upon conversion of Working Capital Loans (and in each case holders of their underlying securities, as applicable) have registration rights to require us to register a sale of any of our securities held by them and any other securities of our Company acquired by them prior to the consummation of our initial Business Combination (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial Business Combination. Notwithstanding anything to the contrary, Cantor may only make a demand on one occasion and only during the five-year period beginning on July 1, 2025. In addition, Cantor may participate in a “piggy-back” registration only during the seven-year period beginning on July 1, 2025. We will bear the expenses incurred in connection with the filing of any such registration statements. Our Sponsor, directors and officers have also entered into the Letter Agreement, with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if our Sponsor, directors and officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. 86 Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Memorandum (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any, divided by the number of then outstanding Public Shares. Director Independence The Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. Our Board of Directors has determined that each of Mr. Nuechterlein, Mr. Frymier and Mr. Blockinger are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. Item 14. Principal Accountant Fees and Services. Withum acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees During the year ended December 31, 2025 and for the period from December 13, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $ 148,595 and $0, respectively, for the services Withum performed in connection with our Initial Public Offering, quarterly filings and the audit of our December 31, 2025 and 2024 financial statements included in this Annual Report on Form 10-K. Tax Fees During the year ended December 31, 2025 and for the period from December 13, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were $0 and $0, respectively, for services related to tax compliance, tax advice and tax planning. All Other Fees. During the year ended December 31, 2025 and for the period from December 13, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were $0 and $0, respectively, for services related to other services and permitted due diligence services related to potential business combination. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 87 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm F-1 Balance Sheets as of December 31, 2025 and 2024 F-2 Statements of Operations for the year ended December 31, 2025 and for the period from December 13, 2024 (Inception) through December 31, 2024 F-3 Statements of Changes in Shareholders’ (Deficit) Equity for the year ended December 31, 2025 and for the period from December 13, 2024 (Inception) through December 31, 2024 F-4 Statements of Cash Flows for the year ended December 31, 2025 and for the period from December 13, 2024 (Inception) through December 31, 2024 F-5 Notes to Financial Statements F-6 to F-23 Financial Statement Schedules (2) Financial Statement Schedules: None. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC Item 16. Form 10-K Summary. Omitted at our Company’s option. 88 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders 1RT Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheets of 1RT Acquisition Corp. (the “Company”) as of December 31, 2025 and 2024 and the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025 and the period from December 13, 2024 (Inception) through December 31, 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and the period from December 13, 2024 (Inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as 1RT Acquisition Corp.’s auditor since 2024. New York, New York March 27, 2026 PCAOB ID Number 100 F- 1 1RT ACQUISITION CORP. BALANCE SHEETS December 31, December 31, 2025 2024 Assets Current assets Cash $ 383,075 $ — Prepaid expenses 92,769 8,886 Total Current Assets 475,844 8,886 Long-term prepaid insurance 44,461 — Marketable securities held in Trust Account 175,863,626 — Deferred offering costs — 134,537 Total Assets $ 176,383,931 $ 143,423 Liabilities, Class A Ordinary Shares subject to Possible Redemption, and Shareholders’ (Deficit) Equity Current liabilities Accrued expenses $ 65,244 $ — Accrued offering costs 79,257 17,707 Promissory note - related party — 120,648 Total Current liabilities 144,501 138,355 Deferred underwriting fee payable 8,212,500 — Total Liabilities 8,357,001 138,355 Commitments and Contingency (Note 6) Class A ordinary shares subject to possible redemption, 17,250,000 and 0 shares issued and outstanding at redemption value of $ 10.20 and $ 0.00 per share at December 31, 2025 and 2024, respectively 175,863,626 — Shareholders’ (Deficit) Equity Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 17,250,000 and 0 Class A ordinary shares subject to possible redemption) at December 31, 2025 and 2024, respectively — — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding at December 31, 2025 and 2024 431 431 Additional paid-in capital — 24,569 Accumulated deficit ( 7,837,127 ) ( 19,932 ) Total Shareholders’ (Deficit) Equity ( 7,836,696 ) 5,068 Total Liabilities and Shareholders’ (Deficit) Equity $ 176,383,931 $ 143,423 The accompanying notes are an integral part of these financial statements. F- 2 1RT ACQUISITION CORP. STATEMENTS OF OPERATIONS For the Period from December 13, 2024 For the (Inception) Year Ended Through December 31, December 31, 2025 2024 General and administrative expenses $ 474,525 $ 19,932 Loss from operations ( 474,525 ) ( 19,932 ) Other income: Interest earned on marketable securities held in Trust Account 3,363,626 — Total other income 3,363,626 — Net income (loss) $ 2,889,101 $ ( 19,932 ) Weighted average shares outstanding, Class A redeemable ordinary shares 8,577,610 — Basic and diluted net income (loss) per share, Class A redeemable ordinary shares $ 0.23 $ — Weighted average shares outstanding, Class B ordinary shares 4,029,705 3,750,000 Basic net income (loss) per ordinary share, Class B ordinary shares (1) $ 0.23 $ ( 0.01 ) Weighted average shares outstanding, Class B ordinary shares 4,032,795 3,750,000 Diluted net income (loss) per ordinary share, Class B ordinary shares (1) 0.23 $ ( 0.01 ) (1) As of December 31, 2024, up to 562,500 Class B ordinary shares were subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On July 3, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 562,500 founder shares are no longer subject to forfeiture. (See Note 7). The accompanying notes are an integral part of these financial statements. F- 3 1RT ACQUISITION CORP. STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM DECEMBER 13, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ (Deficit) Shares Amount Shares Amount Capital Deficit Equity Balance – December 13, 2024 (inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor (1) — — 4,312,500 431 24,569 — 25,000 Net loss — — — — — ( 19,932 ) ( 19,932 ) Balance –December 31, 2024 — — 4,312,500 431 24,569 ( 19,932 ) 5,068 Sale of 2,250,000 Private Placement Warrants — — — — 4,500,000 — 4,500,000 Fair Value of Public Warrants at issuance — — — — 1,854,375 — 1,854,375 Allocated value of transaction costs to Private Placement and Public Warrants — — — — ( 144,040 ) — ( 144,040 ) Accretion for Class A ordinary shares to redemption amount — — — — ( 6,234,904 ) ( 10,706,296 ) ( 16,941,200 ) Net income — — — — — 2,889,101 2,889,101 Balance – December 31, 2025 — $ — 4,312,500 $ 431 $ — $ ( 7,837,127 ) $ ( 7,836,696 ) (1) On July 3, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 562,500 founder shares are no longer subject to forfeiture. (See Note 7). The accompanying notes are an integral part of these financial statements. F- 4 1RT ACQUISITION CORP. STATEMENTS OF CASH FLOWS For the Period from December 13, 2024 For the Year Ended (Inception) Through December 31, December 31, 2025 2024 Cash Flows from Operating Activities: Net income (loss) $ 2,889,101 $ ( 19,932 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Payment of operation costs through promissory note – related party 49,067 10,420 Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares — 9,512 Interest earned on marketable securities held in Trust Account ( 3,363,626 ) — Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 92,769 ) — Accrued expenses 65,244 — Long-term prepaid insurance ( 44,461 ) — Net cash used in operating activities ( 497,444 ) — Cash Flows from Investing Activities: Investment of cash in Trust Account ( 172,500,000 ) — Net cash used in investing activities ( 172,500,000 ) — Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 169,500,000 — Proceeds from sale of Private Placements Warrants 4,500,000 — Repayment of promissory note - related party ( 242,532 ) — Payment of offering costs ( 376,949 ) — Net cash provided by financing activities 173,380,519 — Net Change in Cash 383,075 — Cash – Beginning — — Cash – Ending $ 383,075 $ — Non-cash investing and financing activities: Offering costs included in accrued offering costs $ 79,257 $ 17,707 Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares $ — $ 6,602 Deferred offering costs paid through promissory note – related party $ 72,817 $ 110,228 Prepaid expenses paid through issuance of Class B ordinary shares $ — $ 8,886 Deferred offering costs applied to prepaid services contributed by Sponsor $ 8,886 $ — Deferred underwriting fee payable $ 8,212,500 $ — The accompanying notes are an integral part of these financial statements. F- 5 1RT ACQUISITION CORP. NOTES TO THE FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 1RT Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on December 13, 2024 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2025, the Company has not commenced any operations. All activity for the period from December 13, 2024 (inception) through December 31, 2025 relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on July 1, 2025. On July 3, 2025, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 172,500,000 . Each Unit consists of one Class A ordinary share and one-quarter of one redeemable warrant (“Public Warrant”). Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. The Company’s Sponsor is 1RT Acquisition Sponsor LLC (the “Sponsor”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 2,250,000 Private Placement Warrants (including the exercise of the underwriters’ over-allotment option in full) (the “Private Placement Warrants”) in a private placement to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, at a price of $ 2.00 per warrant, or $ 4,500,000 in the aggregate. Of those 2,250,000 Private Placement Warrants, the Sponsor purchased 1,500,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 750,000 Private Placement Warrants. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $ 11,867,239 , consisting of $ 3,000,000 of cash underwriting fees, $ 8,212,500 of deferred underwriting fees, and $ 654,739 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. F- 6 Following the closing of the Initial Public Offering, on July 3, 2025, an amount of $ 172,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the Management Team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve, or such other period in which the Company must consummate an initial Business Combination pursuant to an amendment to its amended and restated memorandum and articles of association and consistent with applicable laws, regulations and stock exchange rules (the “Completion Window”), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations. At the closing of the Initial Public Offering the amount in the Trust Account was $ 10.00 per public share. The public shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” F- 7 The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. The Company’s sponsor, officers and directors did not receive any consideration for such waivers. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. F- 8 Liquidity, Capital Resources and Going Concern As of December 31, 2025, the Company had cash of $ 383,075 held outside of the Trust Account and working capital surplus of $ 331,343 . The Company will use such funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” as of December 31, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying financial statements are issued. Management plans to address this uncertainty through a business combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any business combination by the end of the Combination Period. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. F- 9 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2025 and 2024, the Company had $ 383,075 and $ 0 in cash and cash equivalents, respectively. Marketable Securities Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. In contrast, when the investments held in Trust Account are comprised of money market funds, these are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2025, the assets held in the Trust Account were in money market funds. As of December 31, 2024, there were no assets held in the Trust Account. F- 10 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the public shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit as Public Warrants (as defined below) and Private Placement Warrants, and, after management’s evaluation, offering costs will be accounted for under equity treatment. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to public warrants ( 1,854,375 ) Public shares issuance costs ( 11,723,199 ) Plus: Remeasurement of carrying value to redemption value 16,941,200 Class A Ordinary shares subject to possible redemption, December 31, 2025 $ 175,863,626 F- 11 Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Instruments The Company accounted for the Public and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income (loss) per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income (loss) per Ordinary Share as the redemption value approximates fair value. The calculation of diluted income (loss) per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement, since the average price of the Ordinary Shares for the year ended December 31, 2025 and for the period from December 13, 2024 (inception) through December 31, 2024 was less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. F- 12 The following table reflects the calculation of basic and diluted net income (loss) per Ordinary Share: For the Period from December 13, 2024 For the Year Ended (Inception) through December 31, 2025 December 31, 2024 Class A Class B Class A Class B Basic net income (loss) per Ordinary Share Numerator: Allocation of net income (loss), as adjusted $ 1,965,651 $ 923,450 $ — $ ( 19,932 ) Denominator: Basic weighted average Ordinary Shares outstanding 8,577,610 4,029,705 — 3,750,000 Basic net income (loss) per Ordinary Share $ 0.23 $ 0.23 $ — $ ( 0.01 ) For the Period from December 13, 2024 For the Year Ended (Inception) through December 31, 2025 December 31, 2024 Class A Class B Class A Class B Diluted net income (loss) per Ordinary Share Numerator: Allocation of net income (loss), as adjusted $ 1,965,170 $ 923,932 $ — $ ( 19,932 ) Denominator: Diluted weighted average Ordinary Shares outstanding 8,577,610 4,032,795 — 3,750,000 Diluted net income (loss) per Ordinary Share $ 0.23 $ 0.23 $ — $ ( 0.01 ) Recent Accounting Standards In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on December 13, 2024, inception date. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. F- 13 NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on July 3, 2025, the Company sold 17,250,000 Units, which includes the full exercise by underwriters of their over-allotment option in the amount of 2,250,000 Units at a purchase price of $ 10.00 per Unit. Each Unit that the Company is offering has a price of $ 10.00 and consists of one Class A ordinary share and one-quarter of one redeemable warrant (“Public Warrant”). Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Public Warrants — As of December 31, 2025, there are 4,312,500 Public Warrants outstanding. At December 31, 2024, there are no Public Warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. F- 14 If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 : The Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “ 30 -day redemption period”); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders. Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co. purchased an aggregate of 2,250,000 Private Placement Warrants at a price of $ 2.00 per warrant, or $ 4,500,000 in the aggregate, in a private placement. Of those 2,250,000 Private Placement Warrants, the Sponsor purchased 1,500,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 750,000 Private Placement Warrants. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. The Private Placement Warrants will be identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co., or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor Fitzgerald & Co. and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8). F- 15 The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. The Company’s sponsor, officers and directors did not receive any consideration for such waivers. NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 31, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.006 per share, to cover certain of the Company’s expenses, for which the Company issued 4,312,500 founders shares to the Sponsor. Up to 562,500 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. On July 3, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 562,500 founder shares are no longer subject to forfeiture. On July 1, 2025, the Sponsor granted membership interests equivalent to an aggregate of 75,000 founder shares to directors of the Company in exchange for the payment of $ 144.93 by each director and for their services through the Company’s initial Business Combination. The founder shares, represented by such membership interests, will remain with the Sponsor if the holder of such membership interests are no longer serving the Company prior to the initial Business Combination. The membership interest assignment of the founder shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 75,000 founder shares represented by such membership interests assigned to the holders of such interests on July 1, 2025 was $ 193,500 or $ 2.58 per share. The membership interests were assigned subject to a performance condition (i.e., providing services through Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the membership interests. As of July 3, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up. F- 16 Promissory Note — Related Party The Sponsor has agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of September 1, 2025, as amended, or the closing of the Initial Public Offering. The loan was repaid out of the offering allocated to the payment of offering expenses. As of December 31, 2025, the Company repaid the total outstanding balance of the loan amounting to $ 242,532 . The borrowings under the Note are no longer available. Due from Sponsor On July 3, 2025, the Company paid $ 24,350 in excess of the outstanding borrowings under the Note. On July 9, 2025, the Sponsor returned $ 24,350 to the Company. As of December 31, 2025 and 2024, there was $ 0 and $ 0 outstanding, respectively. Administrative Services Agreement The Company entered into an agreement with the affiliate of the Sponsor, commencing on July 2, 2025, the date on which the Company’s securities began trading on Nasdaq, to pay an aggregate of $ 12,500 per month for office space, utilities, and secretarial and administrative support. For the year ended December 31, 2025 and for the period from December 13, 2024 (inception) through December 31, 2024, the Company incurred $ 75,000 and $ 0 , respectively, in fees for these services, of which such amount is included in accounts payable and accrued expenses in the accompanying balance sheets. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $ 2.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding. NOTE 6. COMMITMENTS AND CONTINGENCY Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of conflict in the Middle East, including U.S. and Israeli strikes on Iran, and retaliatory strikes by Iran on, among others, Israel, Saudi Arabia, and the United Arab Emirates and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. F- 17 Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the conflict in the Middle East and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Registration Rights The holders of the founder shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On July 3, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 2,250,000 Units at a price of $ 10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $ 3,000,000 ( 2.0 % of the gross proceeds of the units offered in the Initial Public Offering, excluding the proceeds from units sold pursuant to the underwriters’ over-allotment option). Additionally, the underwriters were entitled to a deferred underwriting discount of 4.50 % of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.50 % of the gross proceeds sold pursuant to the underwriters’ over-allotment option, $ 8,212,500 in the aggregate as the underwriters’ exercised their over-allotment option in full upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. NOTE 7. SHAREHOLDERS’ (DEFICIT) EQUITY Preference Shares  —  The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each. At December 31, 2025 and 2024, there were no preference shares issued or outstanding. Class A Ordinary Shares  —  The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each. At December 31, 2025, there were no shares of Class A ordinary shares issued or outstanding, excluding 17,250,000 shares subject to possible redemption presented in temporary equity. At December 31, 2024, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares  —  The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each. On December 31, 2024, the Company issued 4,312,500 Class B ordinary shares to the Sponsor for $ 25,000 , or approximately $ 0.006 per share. The founder shares include an aggregate of up to 562,500 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. On July 3, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 562,500 founder shares are no longer subject to forfeiture. As of December 31, 2025 and 2024, there were 4,312,500 Class B ordinary shares issued and outstanding. F- 18 The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of a majority of the shareholders who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the shareholders who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the shareholders who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company. Public Warrants — As of December 31, 2025 and 2024, there were 4,312,500 and 0 Public Warrants outstanding, respectively. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. F- 19 Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of an initial Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available, including in connection with a cashless exercise. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of an initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement filed in connection with its Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following its initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to qualify the shares under applicable state securities laws to the extent an exemption is not available. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for cash: ● in whole and not in part; ● at a price of $ 0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each Warrant holder; ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period commencing at least 30 days after the completion of the initial Business Combination and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Measurement Period”) equals or exceeds $ 18.00 per share (subject to adjustment in accordance with the warrant agreement); and ● if there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the Measurement Period and the 30 -day redemption period. F- 20 If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances as described in the warrant agreement. If the Company is unable to complete a Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders, without taking into account any Founder Shares held by the initial shareholders, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an intial Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of an initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor Fitzgerald & Co. and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8). NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. F- 21 Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the Public Warrants issued in the Initial Public Offering is $ 1,854,375 , or $ 0.43 per Public Warrant. The Public Warrants issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants issued in the Initial Public Offering: July 3, 2025 Traded unit price $ 10.34 Expected term to De-SPAC 2 years Warrant term 7 years Probability of De-SPAC and market adjustment 30.0 % Risk-free rate (continuous) 4.02 % At December 31, 2025, assets held in the Trust Account were comprised of $ 175,863,626 in money market funds which are invested primarily in U.S. Treasury Securities. At December 31, 2024, there were no assets held in the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2025 December 31, 2024 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 175,863,626 $ — NOTE 9. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources. Accordingly, management has determined that the Company only has one reportable segment. F- 22 The CODM assesses performance for the single segment and decides how to allocate resources. The measure of segment profit or loss is net income or loss as presented on the statement of operations. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following: December 31, 2025 December 31, 2024 Cash $ 383,075 $ — Marketable Securities held in Trust Account $ 175,863,626 $ — For the Year Ended December 31, For the Period from December 13, 2024 (Inception) through December 31, 2025 2024 General and administrative costs $ 474,525 $ 19,932 Interest earned on marketable securities held in Trust Account $ 3,363,626 $ — General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure that enough capital is available to complete an Initial Public Offering and eventually a Business Combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 23 EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated July 1, 2025, by and between the Company and Cantor. (2) 3.1 Amended and Restated Memorandum and Articles of Association. (2) 4.1 Specimen Unit Certificate. (1) 4.2 Specimen Class A Ordinary Share Certificate. (1) 4.3 Specimen Warrant Certificate. (1) 4.4 Warrant Agreement, dated July 1, 2025, by and between the Company and Continental, as warrant agent. (2) 4.5 Description of Registered Securities.* 10.1 Promissory Note, dated as of December 31, 2024, issued to the Sponsor. (1) 10.2 First Amendment to Promissory Note, dated as of June 10, 2025. (1) 10.2 Securities Subscription Agreement, dated December 31, 2024, by and between the Company and the Sponsor. (1) 10.3 Investment Management Trust Account Agreement, dated July 1, 2025, by and between the Company and Continental, as trustee. (2) 10.4 Registration Rights Agreement, dated July 1, 2025, by and among the Company, the Sponsor and the holders party thereto. (2) 10.5 Private Placement Warrants Purchase Agreement, dated July 1, 2025, by and between the Company and the Sponsor. (2) 10.6 Private Placement Warrants Purchase Agreement, dated July 1, 2025, by and between the Company and Cantor. (2) 10.7 Letter Agreement, dated July 1, 2025, by and among the Company, its officers, directors and the Sponsor. (2) 10.8 Administrative Services Agreement, dated December 31, 2024, by and between the Company and 1RoundTable Partners, LLC, an affiliate of the Sponsor. (1) 10.9 Form of Indemnity Agreement. (1). 10.10 Form of Director Award Agreement. (1). 14.1 Code of Ethics. (1) 19.1 Insider Trading Policies and Procedures, adopted March 24, 2026.* 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 Policy Related to Recovery of Erroneously Awarded Compensation, adopted June 30, 2025.* 99.1 Audit Committee Charter. (1) 99.2 Compensation Committee Charter. (1) 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).* * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-287941) initially filed with the SEC on June 11, 2025. (2) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July 3, 2025. 89 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. March 27, 2026 1RT Acquisition Corp. By: /s/ Dan Tapiero Name: Dan Tapiero Title: Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ Dan Tapiero Chief Executive Officer and Chairman of the Board of Directors March 27, 2026 Dan Tapiero (Principal Executive Officer) /s/ Joe Majocha Chief Financial Officer March 27, 2026 Joe Majocha (Principal Financial and Accounting Officer) /s/ Jeffrey Nuechterlein Director March 27, 2026 Jeffrey Nuechterlein /s/ Eric Vincent Director March 27, 2026 Eric Vincent /s/ Jeffrey Blockinger Director March 27, 2026 Jeffrey Blockinger /s/ Matt Frymier Director March 27, 2026 Matt Frymier 90