1RT Acquisition Corp-A 2025年季度报告

FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30,2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-42731 1RT ACQUISITION CORP.(Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of November 13, 2025, there were17,250,000Class A Ordinary Shares, par value $0.0001 per share and4,312,500Class BOrdinary Shares, par value $0.0001 per share, of the registrant issued and outstanding. 1RT ACQUISITION CORP. FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025 TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATION1Item 1.Interim Financial Statements.1Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 20241Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 (Unaudited)2Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the Three and Nine Months EndedSeptember 30, 2025 (Unaudited)3Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2025 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.18Item 3.Quantitative and Qualitative Disclosures About Market Risk.20Item 4.Controls and Procedures.20PART II – OTHER INFORMATION21Item 1.Legal Proceedings.21Item 1A.Risk Factors.21Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.21Item 3.Defaults Upon Senior Securities.21Item 4.Mine Safety Disclosures.21Item 5.Other Information.21Item 6.Exhibits.22SIGNATURES23i PART I - FINANCIAL INFORMATION 1RT ACQUISITION CORP.CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) 1RT ACQUISITION CORP.CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITYFOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025(UNAUDITED) 1RT ACQUISITION CORP.CONDENSED STATEMENT OF CASH FLOWSFOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025(UNAUDITED) Cash Flows from Operating Activities:Net income $1,325,854Adjustments to reconcile net income to net cash used in operating activities:Payment of operation costs through promissory note49,067Interest earned on marketable securities held in Trust Account(1,683,318)Changes in operating assets and liabilities:Prepaid expenses and other current assets(123,064)Accrued expenses204,278Long-term prepaid insurance(65,860)Net cash used in operating activities(293,043) Cash Flows from Investing Activities:Investment of cash in Trust Account(172,500,000)Net cash used in investing activities(172,500,000) 1RT ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2025(Unaudited) 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 onDecember13, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, assetacquisition,share purchase,reorganization or similar business combination with one or more businesses(the“BusinessCombination”). As of September 30, 2025, the Company has not commenced any operations. All activity for the period from December13, 2024(inception) through September 30, 2025 relates to the Company’s formation, the Initial Public Offering (as defined be