ClearThink 1 Acquisition Corp. Releases 2026 Financial Statement: Key Insights for Investors

Overview

ClearThink 1 Acquisition Corp., a blank check company incorporated in the Cayman Islands on September 11, 2025, has released its audited financial statement as of February 25, 2026. The audit was conducted by WithumSmith+Brown, PC, registered with the PCAOB, and presents a comprehensive view of the company’s financial position and business outlook.

Key Financial Highlights

• Total Assets: \$126.93 million, primarily composed of \$125 million held in a Trust Account, and \$1.93 million in current assets (including cash and prepaid expenses).
• Current Liabilities: \$203,639, mainly from the over-allotment liability.
• Shareholders’ Equity: \$1.73 million, with an accumulated deficit of \$46,492.
• Class A Ordinary Shares: 12,500,000 shares subject to possible redemption at \$10.00 per share, totaling \$125 million classified as temporary equity.
• Class B Ordinary Shares: 4,791,667 shares issued and outstanding, with 625,000 subject to forfeiture pending over-allotment option exercise.

Business Structure and Operations

• ClearThink 1 Acquisition Corp. is a Special Purpose Acquisition Company (SPAC) formed to effect a business combination with one or more businesses, focusing on high-potential opportunities in the United States.
• As of the reporting date, the company has not commenced any business operations, and all activities relate to formation and the initial public offering (IPO).
• IPO completed on February 25, 2026, raising \$125 million (12,500,000 units at \$10.00 each). Each unit consists of one Class A ordinary share and one right to receive 1/5 of a Class A share upon completion of the business combination.
• Simultaneous private placement raised \$3.15 million from the sponsor for 315,000 units.
• Underwriters partially exercised their over-allotment option, purchasing an additional 15,000 units for \$150,000.
• Transaction costs totaled \$1.23 million, including underwriter’s commission and other offering expenses.

Shareholder Considerations & Price-Sensitive Information

• Trust Account Protections: All IPO and private placement proceeds are held in a trust, invested in US government securities or money market funds. Shareholders are entitled to redemption rights at \$10.00 per share, plus interest, net of taxes and permitted withdrawals.
• Redemption Rights: Public shareholders can redeem their shares prior to a business combination, but are limited to an aggregate of 15% of public shares unless the company consents. Sponsor waives redemption and liquidation rights for founder shares but retains rights for public shares acquired post-IPO.
• Business Combination Deadline: If no business combination is completed within 21 months from IPO, the company will wind up, redeem all public shares, and liquidate, with shareholders receiving the amount held in trust (potentially less than \$10.00 per share if claims reduce trust assets).
• Risk of Claims: The sponsor is liable to cover claims by third parties that reduce trust assets below \$10.00 per share, but the sponsor’s ability to pay is not guaranteed as its only asset is company securities.
• Founder Shares & Control: Founder shares are convertible to Class A shares on a one-for-one basis after the business combination and are subject to transfer restrictions. Only Class B holders can vote on director appointments prior to the combination, giving the sponsor significant control.
• Over-Allotment Option: 625,000 founder shares are subject to forfeiture if the over-allotment option is not fully exercised. The underwriters’ over-allotment option remains open, potentially affecting share structure.
• Registration Rights: Holders of founder shares and private placement units have significant registration rights, allowing resale of shares after conversion and lock-up periods.
• Emerging Growth Status: The company is an emerging growth entity under JOBS Act, taking advantage of reduced disclosure and compliance requirements. This could affect comparability and transparency versus other public companies.
• Working Capital: Company has \$1.73 million in cash and working capital, sufficient to operate until a business combination or one year from filing. Sponsor may provide working capital loans up to \$1.5 million, convertible to units.
• Risks & Potential Share Price Impact: The outcome and timing of the business combination, redemption rights, and the possibility of liquidation are highly price-sensitive. Any delay or failure to complete a business combination, or unforeseen claims against the trust, could directly impact the share price and shareholder returns.

Financial Instruments & Valuation

• Public Rights: Valued using Black-Scholes model at \$3.15 million (\$0.24 per right), classified as equity. Each five rights convert to one Class A share post-combination.
• Over-Allotment Option: Valued at \$203,639 using Black-Scholes, classified as liability until exercised.
• Fair Value Measurements: Level 3 inputs used due to unobservable market data for rights and over-allotment option.

Recent Developments

• On February 26, 2026, underwriters exercised part of their over-allotment option, purchasing 15,000 units and raising an additional \$150,000. This affects the share structure and potentially founder share forfeitures.

Segment Reporting

• Company reports as a single operating segment, with total assets as key performance metric.

What Investors Should Watch

• Business Combination Progress: The company’s future value depends entirely on its ability to close a business combination within 21 months. Any delays or failure could result in liquidation and reduced shareholder returns.
• Redemption Activity: High redemption rates may impact available funds and share structure.
• Sponsor Control: The sponsor has significant influence over voting, business combination approval, and director appointments.
• Trust Account Risks: Claims against the trust or sponsor’s inability to indemnify could reduce per-share redemption value.
• Emerging Growth Exemptions: Reduced disclosure may affect investor confidence and valuation.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult their financial advisor before making any investment decisions. The financial position and outlook of ClearThink 1 Acquisition Corp. may change, and past performance is not indicative of future results.

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