ClearThink 1 Acquisition completed a $125 million initial public offering of 12,500,000 units and entered into a suite of agreements customary for a SPAC, including underwriting, trust, rights, insider, registration rights, administrative services, and indemnity agreements. The company also raised $3.15 million through a private placement of 315,000 units to its sponsor, and deposited IPO and private placement proceeds into a U.S.-based trust account. These agreements establish the governance, investor protections, and capital structure to support the SPAC’s search for an initial business combination.
Agreement 1: ClearThink 1 Acquisition Completes $125 Million IPO, Signs Underwriting Agreement With D. Boral Capital
- Agreement type: IPO Underwriting Agreement
- Counterparty: D. Boral Capital
- Signed / Effective: Feb 23 2026 / Feb 23 2026
- Duration / Termination: N/A
- Reason: Execute IPO and raise capital for business combination
Agreement 2: ClearThink 1 Acquisition Enters Rights Agreement With VStock Transfer to Govern Public Rights
- Agreement type: Rights Agreement for Public Rights
- Counterparty: VStock Transfer
- Signed / Effective: Feb 25 2026 / Feb 25 2026
- Duration / Termination: Until business combination or expiration per terms
- Reason: Define administration and exercise of public rights
Agreement 3: ClearThink 1 Acquisition Finalizes Insider Letter With Sponsor, Directors and D. Boral Capital
- Agreement type: Insider Letter Agreement
- Counterparty: ClearThink 1 Sponsor and D. Boral Capital
- Signed / Effective: Feb 25 2026 / Feb 25 2026
- Duration / Termination: Until business combination or as specified
- Reason: Align insiders and set governance during SPAC lifecycle
Agreement 4: ClearThink 1 Acquisition Grants Registration Rights to Sponsor and Other Holders
- Agreement type: Registration Rights Agreement
- Counterparty: ClearThink 1 Sponsor and other holders
- Signed / Effective: Feb 25 2026 / Feb 25 2026
- Duration / Termination: N/A
- Reason: Provide resale liquidity post-business combination
Agreement 5: ClearThink 1 Acquisition Establishes Trust Account With Equiniti Trust Company
- Agreement type: Investment Management Trust Agreement
- Counterparty: Equiniti Trust Company
- Signed / Effective: Feb 25 2026 / Feb 25 2026
- Duration / Termination: Until business combination or liquidation
- Reason: Safeguard IPO proceeds for shareholder redemption or deal
Agreement 6: ClearThink 1 Acquisition Signs Administrative Services Agreement With Sponsor
- Agreement type: Administrative Services Agreement
- Counterparty: ClearThink 1 Sponsor
- Signed / Effective: Feb 25 2026 / Feb 25 2026
- Duration / Termination: N/A
- Reason: Provide office and support during SPAC operations
Agreement 7: ClearThink 1 Acquisition Enters Indemnity Agreement With CEO William Brock
- Agreement type: Indemnity Agreement
- Counterparty: William Brock
- Signed / Effective: Feb 25 2026 / Feb 25 2026
- Duration / Termination: N/A
- Reason: Protect officer from certain corporate liabilities
Agreement 8: ClearThink 1 Acquisition Enters Indemnity Agreement With Director Darwin Hunt
- Agreement type: Indemnity Agreement
- Counterparty: Darwin Hunt
- Signed / Effective: Feb 25 2026 / Feb 25 2026
- Duration / Termination: N/A
- Reason: Protect director from certain corporate liabilities
Agreement 9: ClearThink 1 Acquisition Enters Indemnity Agreement With Director Yosef Milgrom
- Agreement type: Indemnity Agreement
- Counterparty: Yosef Milgrom
- Signed / Effective: Feb 25 2026 / Feb 25 2026
- Duration / Termination: N/A
- Reason: Protect director from certain corporate liabilities
Agreement 10: ClearThink 1 Acquisition Enters Indemnity Agreement With Director Julien Machot
- Agreement type: Indemnity Agreement
- Counterparty: Julien Machot
- Signed / Effective: Feb 25 2026 / Feb 25 2026
- Duration / Termination: N/A
- Reason: Protect director from certain corporate liabilities
Agreement 11: ClearThink 1 Acquisition Enters Indemnity Agreement With CFO and Director Thomas Zipser
- Agreement type: Indemnity Agreement
- Counterparty: Thomas Zipser
- Signed / Effective: Feb 25 2026 / Feb 25 2026
- Duration / Termination: N/A
- Reason: Protect officer from certain corporate liabilities
Agreement 12: ClearThink 1 Acquisition Raises $3.15 Million via Private Units Purchase With Sponsor
- Agreement type: Private Units Purchase Agreement
- Counterparty: ClearThink 1 Sponsor
- Signed / Effective: Feb 25 2026 / Feb 25 2026
- Duration / Termination: N/A
- Reason: Augment IPO proceeds and fund SPAC operations
Original SEC Filing:
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