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 March 18, 2025

Dan Tapiero
Chief Executive Officer
1RT Acquisition Corp.
205 West 28th Street
2nd Floor Suite C
New York, New York 10001

 Re: 1RT Acquisition Corp.
 Amendment No. 1 to
 Draft Registration Statement on Form S-1
 Submitted February 19, 2025
 File No. 377-07722
Dear Dan Tapiero:

 We have reviewed your draft registration statement and have the following
comment(s).

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted February 19, 2025
Summary
Our Investment Thesis and Strategy, page 4

1. We note your reference in this section to a "team" or "teams" performing
the functions
 in the various steps in your process. Please revise your disclosure to
describe the
 material roles and responsibilities of your sponsor, its affiliates, and
any promoters in
 directing and managing these activities, and identifying the members of
the team or
 teams that you reference. Refer to Item 1603(a)(4) of Regulation S-K.
 March 18, 2025
Page 2

Sponsor Information, page 9

2. You disclose that your sponsor was formed by the founders and executive
team of
 1RoundTable Partners, LLC ( 1RT ), and that your CEO Dan Tapiero
holds voting
 and investment discretion with respect to the ordinary shares held of
record by your
 sponsor by his sole membership in the general partner of the funds that
are members
 of your sponsor. Please also disclose any persons that have direct and
indirect material
 interests in the sponsor and the nature and amounts of their interests.
For example,
 please disclose the nature and amount of any interests in the sponsor
held by your
 Chief Financial Officer Joe Majocha and Director Nominee Jeffrey
Nuechterlein. See
 Item 1603(a)(7) of Regulation S-K.

The Offering
Conflicts of Interest, page 35

3. You state that your sponsor, officers or directors may sponsor or form
other special
 purpose acquisition companies similar to yours or may pursue other
business or
 investment ventures during the period in which you are seeking an
initial business
 combination but that you do not believe that such potential conflicts
would materially
 affect your ability to complete your initial business combination.
Please clarify how
 opportunities to acquire targets will be allocated among SPACs and
otherwise discuss
 how you will allocate investment opportunities to this SPAC versus other
business
 ventures. Please refer to Items 1602(b)(7) and 1603(b) of Regulation
S-K.

4. We note your disclosure on page 19 that pursuant to a letter agreement,
your sponsor,
 officers and directors have agreed to waive their redemption rights with
respect to
 their founder shares and public shares in connection with the completion
of an initial
 business combination and shareholder vote to approve an amendment to
your charter.
 Please disclose whether consideration (in cash or in other form of
value) was provided
 in exchange for the agreement by these parties to waive redemption
rights. Refer
 to Item 1603(a)(8) of Regulation S-K.
Dilution, page 93

5. We note you disclosed in footnote (1), under the last table on page 94,
that expenses
 applied against gross proceeds include offering expenses of $1,164,500.
Based on the
 offering expenses disclosed in the Use of Proceeds table on page 89, it
appears that
 the offering expenses are $914,500 rather than $1,164,500. Please revise
the
 inconsistency or explain the difference.

6. It appears that the labeling for the columns under each set of
redemption scenarios in
 the second table on page 94 should be switched around, with the first
column being
 Without Over-Allotment and the second column being With Over-Allotment.
Please
 revise as appropriate.

 Additionally, for ease of reading and presentation consistency with page
94, for the
 table on page 93, please present the line item Assuming No Exercise of
Over-
 March 18, 2025
Page 3

 Allotment Option and related amounts before the line item Assuming Full
Exercise of
 Over-Allotment Option and related amounts, and ensure that all of the
amounts
 presented in the table on page 93 correspond with the amounts presented
on page 94.

Management, page 136

7. Please clarify if your sponsor, management and/or their affiliates have
been involved
 in any other special purpose acquisition companies. See Item 1603(a)(3)
of Regulation
 S-K.
General

8. You disclose in a risk factor on page 46 that you will have net tangible
assets in
 excess of $5,000,000 upon the completion of this offering and the sale of
the private
 placement warrants. Please disclose any limitations in your governing
 documents upon redemptions to maintain net tangible assets in excess of
 $5,000,000. See Item 1602(b)(3) of Regulation S-K.

 Please contact Yolanda Guobadia at 202-551-3562 or Lily Dang at
202-551-3867 if
you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Kevin Dougherty at
202-551-
3271 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Sean Ewen
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