BRTM 8-K
B&R Technology Merger Corp. (BRTM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K dated July 23, 2026, B&R Technology Merger Corp. (the “Company”) consummated its initial public offering (“IPO”) of 32,500,000 units (the “Units”) on July 22, 2026. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary 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 $325,000,000.
Simultaneously with the closing of the IPO, the Company completed the private sale of 687,500 units (the “Private Placement Units”) to B&R Technology Sponsor LLC (Cayman) (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,875,000. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
In connection with the IPO, the underwriter was granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 4,875,000 additional units to cover over-allotments (the “Option Units”), if any. On August 24, 2026, the underwriters purchased an additional 3,500,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $35,000,000. In connection with the closing of the Over-Allotment Option, the Sponsor purchased an additional 52,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $525,000. The underwriter has informed the Company that remaining portion of the Over-Allotment Option would not be exercised. As a result, 458,333 Class B ordinary shares of the Company will be surrendered by the Sponsor in order for the Company’s initial shareholders to maintain ownership of 25.0% of the issued and outstanding shares of the Company (excluding the Private Placement Shares held by the Sponsor). Such surrendered shares were cancelled by the Company.
A total of $360,000,000 of the proceeds from the sale of the Units, the Option Units, and the Private Placement Units was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company acting as trustee.
On August 25, 2026, the Company issued a press release, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K, announcing the closing of the partial exercise of the Over-Allotment Option.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 25, 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.
| B&R Technology Merger Corp. | ||||||
| By: | /s/ David York | |||||
| Name: | David York | |||||
| Title: | Chief Executive Officer | |||||
| Dated: August 25, 2026 | ||||||
Exhibit 99.1
B&R Technology Merger Corp. Announces Closing of Exercise of IPO Over-Allotment Option
New York, NY, August 25, 2026 (GLOBE NEWSWIRE) – B&R Technology Merger Corp. (the “Company”) (NASDAQ: BRTMU), announced today that the underwriter of its previously consummated initial public offering has partially exercised its option to purchase an additional 3,500,000 units at the public offering price of $10.00 per unit, resulting in additional gross proceeds of $35,000,000. The underwriter has forfeited their remaining option to purchase up to 1,375,000 additional units.
After giving effect to this partial exercise of the over-allotment option, the total number of units sold in the public offering increased to 36,000,000 units, resulting in total gross proceeds of $360,000,000 for the Company’s initial public offering.
Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase 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 A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “BRTM” and “BRTMW,” respectively.
Citigroup acted as sole book-running manager for the offering.
The offering was made by means of a prospectus. Copies of the prospectus may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146), or by accessing the SEC’s website at www.sec.gov.
A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on July 20, 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 an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds thereof. No assurance can be given that the net proceeds of the offering will be used as indicated. 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 Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact:
David York,
Clark Callander
Steve Fletcher
B&R Technology Merger Corp.