ARTC 8-K
Art Technology Acquisition Corp. (ARTC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Item 8.01. Other Events.
As previously disclosed, Art Technology Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 22,000,000 units (the “Units”) on January 7, 2026. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Shares”), and one-fourth of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $220,000,000.
The underwriter of the Company’s IPO provided notice of its election to fully exercise its over-allotment option, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on January 26, 2026. The issuance by the Company of 3,300,000 Over-Allotment Option Units at a price of $10.00 per Over-allotment Option Unit resulted in total gross proceeds of $33,000,000 to the Company, all of which was added to the Company’s U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee.
As of January 26, 2026, the balance of the Trust Account was $253,000,000. Except for the withdrawal of interest earned on the funds to satisfy the Company’s working capital requirements (subject to an annual limit of $400,000) and to pay taxes (or up to $100,000 for dissolution expenses if a business combination is not consummated), none of the funds held in the trust account will be released until the earlier of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO or 27 months from the closing of the IPO if the Company has executed a definitive agreement for its initial business combination within 24 months from the closing of the IPO but has not completed its initial business combination within such 24-month period (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO (or 27 months, as applicable) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
An unaudited balance sheet as of January 26, 2026, reflecting receipt of the proceeds upon consummation of the IPO, associated private placements, and the underwriter’s full exercise of its over-allotment option, has been issued by the Company and is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On January 26, 2026, the Company issued a press release announcing the underwriter’s full exercise of its over-allotment option, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Unaudited balance sheet of the Company as of January 26, 2026. | |
| 99.2 | Press release dated January 26, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 29, 2026 | ART TECHNOLOGY ACQUISITION CORP. | |
| By: | /s/ R. Maxwell Smeal | |
| Name: | R. Maxwell Smeal | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
ART TECHNOLOGY ACQUISITION CORP.
PRO FORMA UNAUDITED BALANCE SHEET
| January 7, 2026 | Pro Forma Adjustments (Unaudited) | As Adjusted (Unaudited) | ||||||||||||
| Assets: | ||||||||||||||
| Current assets | ||||||||||||||
| Cash | $ | 3,112,042 | $ | 3,112,042 | ||||||||||
| Prepaid expenses | 117,140 | 117,140 | ||||||||||||
| Total current assets | 3,229,182 | 3,229,182 | ||||||||||||
| Long-term prepaid insurance | 75,000 | 75,000 | ||||||||||||
| Cash held in Trust Account | 220,000,000 | 33,000,000 | (1) | 253,000,000 | ||||||||||
| Total Assets | $ | 223,304,182 | 33,000,000 | $ | 256,304,182 | |||||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accrued offering costs | $ | 81,000 | $ | 81,000 | ||||||||||
| Accrued expenses | 50,000 | 50,000 | ||||||||||||
| Over-allotment option liability | 204,800 | (204,800 | ) | (3) | — | |||||||||
| Total current liabilities | 335,800 | (204,800 | ) | 131,000 | ||||||||||
| Deferred underwriting fee | 8,800,000 | 1,980,000 | (2) | 10,780,000 | ||||||||||
| Total Liabilities | 9,135,800 | 1,775,200 | 10,911,000 | |||||||||||
| Commitments and Contingencies (Note 6) | ||||||||||||||
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 22,000,000 shares at redemption value of $10.00 per share | 220,000,000 | 32,777,250 | (1) | 253,000,000 | ||||||||||
| (1,966,635 | ) | (2) | ||||||||||||
| 204,800 | (3) | |||||||||||||
| 1,984,585 | (4) | |||||||||||||
| 33,000,000 | ||||||||||||||
| Shareholders’ Deficit | ||||||||||||||
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | — | — | ||||||||||||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 825,000 shares issued and outstanding (excluding 22,000,000 shares subject to possible redemption) | 82 | 82 | ||||||||||||
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,708,333 shares issued and outstanding (1) | 871 | 871 | ||||||||||||
| Additional paid-in capital | — | 222,750 | (1) | — | ||||||||||
| (13,365 | ) | (2) | ||||||||||||
| (1,984,585 | ) | (4) | ||||||||||||
| 1,775,200 | (5) | |||||||||||||
| Accumulated deficit | (5,832,571 | ) | (1,775,200 | ) | (5) | (7,607,771 | ) | |||||||
| Total Shareholders’ Deficit | (5,831,618 | ) | (1,775,200 | ) | (7,606,818 | ) | ||||||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | 223,304,182 | 33,000,000 | $ | 256,304,182 | |||||||||
See Note to Pro forma Unaudited Balance Sheet.
F-1
ART TECHNOLOGY ACQUISITION CORP.
NOTE TO PRO FORMA UNAUDITED BALANCE SHEET
(Unaudited)
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited Pro forma Balance Sheet presents the Balance Sheet of Art Technology Acquisition Corp. (the “Company”) as of January 7, 2026 adjusted for the closing of the underwriter’s overallotment option and related transactions, which occurred on January 26, 2026, as described below.
On January 7, 2026, the Company consummated an initial public offering (the “IPO”) of 22,000,000 units (the “Public Units”) at $10.00 per Public Unit, each Public Unit being comprised of one Class A ordinary share, $0.0001 par value per share (the “Public Shares”), and one-fourth of one redeemable warrant, each whole warrant being exercisable for one Class A ordinary share at an exercise price of $11.50 (subject to adjustment, as described in the final prospectus relating to the IPO) (the “Public Warrants”). In connection with the IPO, the Company also consummated a private placement (the “Private Placement”) of units (the “Private Placement Units”) pursuant to which Art Technology Sponsor, LLC (together with Art Technology Advisors, LLC, collectively, the “Sponsor”), and Clear Street LLC (“Clear Street”), the representative of the underwriters, purchased 825,000 Private Placement Units at $10.00 per Private Placement Unit, each Private Placement Unit being comprised of one Class A ordinary share, $0.0001 par value per share (the “Placement Shares”) and one-fourth of one non-redeemable warrant, each whole warrant being exercisable for one Class A ordinary share at an exercise price of $11.50 (subject to adjustment, as described in the final prospectus relating to the IPO) (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”).
In connection with the IPO, the underwriter was granted a 45-day option following the closing of the IPO (the “Over-Allotment Option”) to purchase up to 3,300,000 additional Units (the “Option Units”) to cover over-allotments, if any. On January 26, 2026, the underwriter elected to exercise its Over-Allotment Option in full to purchase an additional 3,300,000 Option Units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $33,000,000.
As of January 26, 2026, a total of $253,000,000 of the net proceeds from the IPO (including the Option Units) and the sale of the Private Placement Units were placed in the Trust Account.
Pro forma adjustments to reflect the exercise of the underwriter’s Over-Allotment Option are as follows:
| Pro forma entry | ||||||||
| 1 | Cash held in Trust Account | 33,000,000 | ||||||
| Class A ordinary shares subject to possible redemption | 32,777,250 | |||||||
| Additional paid-in capital | 222,750 | |||||||
| To record sale of 3,300,000 IPO Overallotment Units at $10.00 per Unit. | ||||||||
| 2 | Class A ordinary shares subject to possible redemption | 1,966,635 | ||||||
| Additional paid-in capital | 13,365 | |||||||
| Deferred underwriting fee | 1,980,000 | |||||||
| To record additional deferred underwriting fee in relation to the exercise of the Over-Allotment Option | ||||||||
| 3 | Over-allotment option liability | 204,800 | ||||||
| Class A ordinary shares subject to possible redemption | 204,800 | |||||||
| To close the over-allotment option liability due to the exercise of the Over-Allotment Option | ||||||||
| 4 | Additional paid-in capital | 1,984,585 | ||||||
| Class A ordinary shares subject to possible redemption | 1,984,585 | |||||||
| Record accretion of Class A ordinary shares subject to redemption to an amount of $10.00 per share | ||||||||
| 5 | Accumulated deficit | 1,775,200 | ||||||
| Additional paid-in capital | 1,775,200 | |||||||
| Reclassification of negative Additional Paid in Capital to Accumulated Deficit |
F-2
Exhibit 99.2
Art Technology Acquisition Corp. Announces the Closing of Full Exercise of IPO Over-Allotment Option
PHILADELPHIA, PA, Jan. 26, 2026 (GLOBE NEWSWIRE) -- Art Technology Acquisition Corp. (NASDAQ:ARTCU) (the “Company”) today announced that the underwriter of its previously announced initial public offering exercised its option in full to purchase an additional 3,300,000 units at the public offering price of $10.00 per unit, resulting in additional gross proceeds of approximately $33,000,000. After giving effect to this full exercise of the overallotment option, the total number of units sold in the public offering increased to 25,300,000 units, resulting in total gross proceeds of $253,000,000 for the Company’s initial public offering.
Each unit issued in the offering consists of one Class A ordinary share of the Company and one-fourth of one warrant, each whole warrant exercisable for one Class A ordinary share of the Company at an exercise price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class ordinary shares and warrants are expected to be listed on NASDAQ under the symbols “ARTC” and “ARTCW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution. The Company’s primary focus, however, will be to identify companies in the technology, art, financial services, and investment banking sectors. The team is led by Daniel G. Cohen, Chairman and Chief Executive Officer, and Katherine Fleming, Vice Chairman.
Clear Street LLC acted as sole book-running manager for the offering.
A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 5, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering is being made only by means of a prospectus, copies of which may be obtained by contacting Clear Street, Attn: Syndicate Department, 150 Greenwich Street, 45th floor, New York, NY 10007, by email at [email protected], or from the SEC website at www.sec.gov.
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the offering filed with the SEC . The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
Contact Information:
Art Technology Acquisition Corp.
[email protected]