1RT Acquisition Corp.

What they do

1RT Acquisition Corp. is a Cayman Islands exempted company incorporated on December 13, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, or similar business combination with one or more businesses. To date, its activities have been limited to organizational matters, its initial public offering (IPO), and searching for a target. It has generated no operating revenues and expects none until a business combination is completed. The company plans to use proceeds from its IPO and private placement warrants, along with shares, debt, or a combination, to fund a combination.

Revenue drivers

• Interest income on trust account marketable securities — Non-operating income from marketable securities held in the trust account; for 2025 this was $3,363,626, and for the six months ended June 30, 2026 it was $3,116,689.
• Interest income on operating bank account cash — Minor interest earned on cash held in the operating bank account; for the six months ended June 30, 2026, it was $4,398.

Recent performance

For the year ended December 31, 2025, the company reported net income of $2,889,101, driven by $3,363,626 in trust account interest income, offset by $474,525 in operating costs. For the six months ended June 30, 2026, net income was $2,800,325, from $3,116,689 in trust account interest and $4,398 in bank interest, offset by $320,762 in general and administrative costs. Operating cash flow was negative at $-497,444 for 2025. As of June 30, 2026, total assets were $179.1 million, total liabilities were $8.3 million, and shareholder equity was $-8.2 million, with cash and equivalents of $36,203.

Strategy

The company intends to leverage the senior leadership of 50T and its management team, who have experience in digital assets, blockchain, and forming/leading companies. It plans to source and complete a business combination with one or more businesses, using the $172.5 million held in the trust account, along with shares, debt, or a combination. It expects to incur significant costs in pursuing acquisition plans. The company must complete its initial business combination by July 3, 2027, unless it extends the combination period, which requires shareholder approval and potential redemptions.

Risks

• No operating history or revenues — The company is a blank check company with no operating history and no revenues, providing no basis for investors to evaluate its ability to achieve its business objective.
• Shareholder redemption risk — Public shareholders may redeem their shares for cash in connection with a business combination vote, which could reduce trust account funds and make the company less attractive to targets.
• Sponsor control and voting influence — The sponsor will control board appointments and hold a substantial interest, potentially influencing shareholder votes, and initial shareholders have agreed to vote in favor of any business combination.
• SPAC regulatory and delisting risk — The 2024 SPAC Rules may materially affect the ability to negotiate and complete a business combination, and failure to meet Nasdaq's 36-month requirement could lead to suspension or delisting.

Outlook

Management expects to continue incurring significant costs in pursuing acquisition plans and cannot assure success. The company will generate non-operating income from interest on trust account securities until a business combination is completed. It must complete a combination by July 3, 2027, or it will terminate and distribute trust account amounts. If the company seeks an extension, shareholder approval would be required, potentially leading to redemptions.