Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| Item 1. | |
| (a) |
Name of issuer:
1RT Acquisition Corp. |
| (b) |
Address of issuer's principal executive offices:
205 West 28th Street, 2nd Floor Suite C, New York, NY 10001 |
| Item 2. | |
| (a) |
Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")
i) Linden Capital L.P., a Bermuda limited partnership ("Linden Capital");
ii) Linden GP LLC, a Delaware limited liability company ("Linden GP");
iii) Linden Advisors LP, a Delaware limited partnership ("Linden Advisors"); and
iv) Siu Min (Joe) Wong ("Mr. Wong").
This Statement relates to Class A ordinary shares, par value $0.0001 per share (the "Shares") of 1RT Acquisition Corp. (the "Issuer") held for the account of Linden Capital and one or more separately managed accounts (the "Managed Accounts"). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by Linden Capital and the Managed Accounts. |
| (b) |
Address or principal business office or, if none, residence:
The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022. |
| (c) |
Citizenship:
i) Linden Capital is a Bermuda limited partnership.
ii) Linden GP is a Delaware limited liability company.
iii) Linden Advisors is a Delaware limited partnership.
iv) Mr. Wong is a citizen of China (Hong Kong) and the United States. |
| (d) |
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share |
| (e) |
CUSIP No.:
G6757R105 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) |
Amount beneficially owned:
As of March 5, 2026, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 1,010,100 Shares. This amount consists of 973,096 Shares held by Linden Capital and 37,004 Shares held by the Managed Accounts. As of March 5, 2026 each of Linden GP and Linden Capital may be deemed the beneficial owner of the 973,096 Shares held by Linden Capital. |
| (b) |
Percent of class:
As of March 5, 2026 each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 5.9% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 5.6% of Shares outstanding. %
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| (c) |
Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
Linden Capital and Linden GP: 0
Linden Advisors and Mr. Wong: 0
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(ii) Shared power to vote or to direct the vote:
Linden Capital and Linden GP: 973,096
Linden Advisors and Mr. Wong: 1,010,100
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(iii) Sole power to dispose or to direct the disposition of:
Linden Capital and Linden GP: 0
Linden Advisors and Mr. Wong: 0
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(iv) Shared power to dispose or to direct the disposition of:
Linden Capital and Linden GP: 973,096
Linden Advisors and Mr. Wong: 1,010,100
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See disclosure in Items 2 and 4 hereof. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof. |
| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A attached hereto. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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