ClearThink 1 Acquisition Corp. Files S-1 Registration for Additional Shares

Key Highlights

• ClearThink 1 Acquisition Corp. has filed a new S-1 Registration Statement with the SEC on February 23, 2026, seeking to register additional shares as part of its ongoing public offering.
• The filing is made under Rule 462(b) of the Securities Act, allowing for an increase in the aggregate number of Class A ordinary shares offered by up to 1,750,000 shares if the underwriters exercise their over-allotment option in full.
• Each unit of the company now consists of one Class A ordinary share and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination.
• The additional registered shares represent no more than 20% of the maximum aggregate offering price set in the prior registration statement.
• This registration statement becomes effective upon filing, accelerating the capital-raising process and potentially expediting new business combinations.
• The company is incorporated in the Cayman Islands and is classified as a non-accelerated filer, smaller reporting company, and emerging growth company.

Details of the Offering

• Purpose: The sole purpose of this filing is to increase the number of shares offered, supporting ClearThink 1 Acquisition Corp.’s flexibility to raise additional capital as part of its SPAC structure.
• Offering Structure:
  • Up to 1,750,000 Class A ordinary shares underlying rights may be issued.
  • The proposed maximum offering price per unit is \$10.00.
  • The offering is structured so that each unit contains one Class A share and one right, with five rights converting into one additional Class A share upon a successful business combination.
  • Any additional shares issued as a result of stock splits, share dividends, or similar transactions are also covered under this registration.
• Legal Opinions: The filing includes legal opinions from Ruskin Moscou Faltischek, P.C. (New York law) and Ogier (Cayman) LLP (Cayman Islands law), both confirming the validity of the offering and the shares to be issued.
• Documentation: The registration statement incorporates by reference all information and exhibits from the prior registration statement (File No. 333-292967).

What Shareholders Should Know

• Potential Dilution: The registration of up to 1,750,000 additional shares could result in dilution for existing shareholders upon conversion of rights and the consummation of a business combination.
• SPAC Structure: Rights included in the units entitle holders to one-fifth of a Class A share upon a business combination. If the company fails to complete a business combination within the time period set in its charter, the rights will expire worthless.
• No Immediate Shareholder Rights: Holding rights does not confer voting power, dividend rights, or access to trust account funds until conversion into shares.
• Price Sensitivity: The success or failure of a business combination, as well as the company’s ability to raise capital through this offering, are price-sensitive events that could significantly impact ClearThink 1 Acquisition Corp.’s share value.
• Legal Framework: The rights and shares are governed by New York law and the laws of the Cayman Islands, with provisions that ensure shares are fully paid and non-assessable upon issuance.
• Trust Account: Holders of rights have no claim on the funds in the company’s trust account, which is reserved for the business combination or redemption of public shares.

Additional Important Information

• Business Combination Deadline: Rights expire and become worthless if a business combination is not completed within the specified timeframe.
• Adjustments: The share conversion ratio for rights may be adjusted for future stock splits, dividends, reorganizations, or similar corporate actions.
• Good Standing: The company is in good standing with the Cayman Islands Registrar as of February 20, 2026, and has made all necessary filings and payments for its corporate status.
• Legal Opinions: The opinions provided do not address Cayman Islands securities laws or “blue sky” laws in any state or jurisdiction outside New York and the U.S. federal laws.

Potential Impact on Share Price

• Capital Raise and Growth: The ability to register and potentially issue up to 1,750,000 additional shares (including over-allotment) provides ClearThink 1 Acquisition Corp. with greater financial flexibility to execute a business combination. This could be positive for share value if a compelling merger or acquisition is completed.
• Dilution Risk: The additional shares, if issued, represent up to 20% of the prior registered offering, which may dilute current shareholders’ positions. Investors should factor in this risk when evaluating the company.
• SPAC Event Sensitivity: As with all SPACs, the share price is highly sensitive to news about potential business combinations, regulatory filings, and capital raising activities. The effectiveness of this registration statement may accelerate such events and increase volatility.

Disclaimer: This article is provided for informational purposes only and does not constitute investment advice. Investors should review the official SEC filings and consult with their financial advisors before making any investment decisions. The information herein is based on public filings as of February 23, 2026, and may be subject to change or updates not reflected in this summary.

View Clearthink 1 Acquisition Corp. Historical chart here