SecProbe.io

CORRESP
 1
 filename1.htm

 1RT ACQUISITION CORP.

 205 West 28th Street, 2nd Floor Suite C

 New York, New York 10001

 June 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Yolanda Guobadia

 Lily Dang

 Anuja Majmudar

 Kevin Dougherty

 Re:
 1RT Acquisition Corp.

 Registration Statement on Form S-1

 Filed June 11, 2025, as amended
 File No. 333-287941 (the "Registration Statement")

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, 1RT Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:30 p.m. ET on Tuesday, July 1, 2025 or as soon as thereafter practicable.

 [ Signature Page Follows ]

 Very truly yours,

 /s/ Dan Tapiero

 Dan Tapiero

 Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 June 30, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Yolanda Guobadia

 Lily Dang

 Anuja Majmudar

 Kevin Dougherty

 Re: 1RT Acquisition Corp.

 Registration Statement on Form S-1

 Filed June 11, 2025, as amended

 File No. 333-287941

 Ladies and Gentlemen,

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of 1RT Acquisition Corp. that
the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m. Eastern
Time on July 1, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or
dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 CANTOR FITZGERALD & CO.

 By:
 /s/ David batalion

 Name:	David Batalion Title:
Managing Director, Investment Banking

 [ Signature Page to UW Acceleration Request ]

CORRESP
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 filename1.htm

 787 Seventh Avenue

 New York, NY 10019-6099
Tel: 212 728 8000

Fax: 212 728 8111

 June 11, 2025

 Via EDGAR Submission

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Yolanda Guobadia, Lily Dang, Anuja Majmudar, Kevin
Dougherty

 Re:
 1RT Acquisition Corp.

 Amendment No. 2 to Draft Registration Statement on Form S-1

 Submitted April 8, 2025

 File No. 377-07722

 Ladies and Gentlemen:

 On behalf of
our client, 1RT Acquisition Corp., a Cayman Islands company (the " Company "), set forth below are the Company's
responses to the comments of the staff of the SEC (the " Staff ") communicated in its letter to the Company, dated April
25, 2025. In connection with such responses, the Company will be submitting, electronically via EDGAR, a Registration Statement on Form
S-1 (the " Registration Statement ").

 The Company is
seeking confidential treatment for this letter pursuant to Rule 83 of the Securities and Exchange Commission. The Company is publicly
filing the Registration Statement at least 15 days prior to any road show or, in the absence of a road show, at least 15 days prior to
the requested effective date of the Registration Statement, as amended.

 For ease of reference,
each of the Staff's comments is reproduced below in italics and is followed by the Company's response. In addition, unless
otherwise indicated, all references to page numbers in such responses are to page numbers in the Registration Statement. Capitalized terms
used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Registration Statement.

 1RT Acquisition Corp. has requested
confidential treatment of this correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

 Securities and Exchange Commission

 June 11, 2025

 Page 2

 1RT Acquisition
Corp. has requested confidential treatment of this correspondence

 pursuant
to Rule 83 of the Securities and Exchange Commission.

 Draft Registration Statement on Form S-1 submitted
April 8, 2025

 Use of Proceeds, page 93

 1. We
note your response to prior comment 5, and revision on page 96 stating $914,500 estimated offering expenses. However, we note continued
disclosures of $1,164,500 offering expenses, including page 91 footnote (2), as well as pages 93, 128 and 188. Please further revise or
explain the difference.

 The Company respectfully acknowledges
the Staff's comment and has revised the disclosure on pages 91, 93, 128 and 189 of the Registration Statement accordingly.

 Capitalization, page 98

 2. We
note your disclosure of $222,000 over-allotment liability in the As Adjusted column. Tell us what the liability represents and how the
amount is calculated.

 The Company respectfully acknowledges the Staff's comment and
advises that it has revised the disclosure on page 98 of the Registration Statement by adding a footnote to explain the over-allotment
liability. The Company evaluates the financial instruments to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives in accordance with ASC Topic 815, "Derivative and Hedging". For derivative financial instruments that
are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued
at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative
liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of
the instrument could be required within 12 months of the balance sheet date. The underwriters' over-allotment option is deemed to
be a freestanding financial instrument indexed on the shares subject to redemption and will be accounted for as a liability pursuant to
ASC 480 if not fully exercised at the time of the initial public offering.

 * * * * *

 Securities and Exchange Commission

 June 11, 2025

 Page 3

 Please do not hesitate to contact
Sean M. Ewen at (212) 728-8867 at Willkie Farr & Gallagher LLP with any questions you may have regarding this confidential submission
or if you wish to discuss any of the above responses.

 Very truly yours,

 /s/ Sean M. Ewen

 Sean M. Ewen, Willkie Farr & Gallagher LLP

 cc:
 Dan Tapiero, 1RT Acquisition Corp.

 Andrew Marmer, Willkie Farr & Gallagher LLP

<DOCUMENT>
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<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 25, 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
 CIK No. 0002054272
Dear Dan Tapiero:

 We have reviewed your amended draft registration statement and have the
following
comments.

 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. Unless we note otherwise, any references to prior comments are to
comments in
our March 18, 2025 letter.

DRS/A2 filed April 8, 2025
Use of Proceeds, page 93

1. We note your response to prior comment 5, and revision on page 96
stating $914,500
 estimated offering expenses. However, we note continued disclosures of
$1,164,500
 offering expenses, including page 91 footnote (2), as well as pages 93,
128 and 188.
 Please further revise or explain the difference.
 April 25, 2025
Page 2
Capitalization, page 98

2. We note your disclosure of $222,000 over-allotment liability in the As
Adjusted
 column. Tell us what the liability represents and how the amount is
calculated.

 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
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<TEXT>
 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
</TEXT>
</DOCUMENT>

February 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.
Draft Registration Statement on Form S-1
Submitted February 11, 2025
File No. 377-07722
Dear Dan Tapiero:
            Our initial review of your draft registration statement indicates that it fails in material
respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations thereunder and the requirements of the form. More specifically,  your draft
registration statement does not include a signed audit report and does not identify your
independent registered public accounting firm.  Please ensure that the financial statements are
audited in accordance with the standards of the PCAOB and that your auditor complies with
the Commission’s standards for auditor independence.  Refer to Rule 8-08 of Regulation S-X.
            We will provide more detailed comments relating to your draft registration statement
following our review of a substantive amendment that addresses these deficiencies.
            Please contact Anuja Majmudar at 202-551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation