BRTMU 10-Q
B&R Technology Merger Corp. (BRTMU)
Table of Contents
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) | |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable Warrant |
||||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
Table of Contents
B&R TECHNOLOGY MERGER CORP.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
| Page | ||||||
| 1 | ||||||
| Item 1. |
1 | |||||
| Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 |
1 | |||||
| Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 |
2 | |||||
| 3 | ||||||
| Unaudited Condensed Statement of Cash Flows for the Six Months ended June 30, 2026 |
4 | |||||
| 5 | ||||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
15 | ||||
| Item 3. |
20 | |||||
| Item 4. |
21 | |||||
| 22 | ||||||
| Item 1. |
22 | |||||
| Item 1A. |
22 | |||||
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
23 | ||||
| Item 3. |
24 | |||||
| Item 4. |
24 | |||||
| Item 5. |
24 | |||||
| Item 6. |
25 | |||||
| 26 | ||||||
i
Table of Contents
Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| • | “Administrative Services and Indemnification Agreement” are to the Administrative Services and Indemnification Agreement, dated July 20, 2026, which we entered into with our Sponsor (as defined below), a member of our Sponsor and an affiliate of our Sponsor; |
| • | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; |
| • | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| • | “Board of Directors” or “Board” are to our board of directors; |
| • | “Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| • | “Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together; |
| • | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| • | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| • | “Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to July 22, 2028. or October 22, 2028 if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by July 22, 2028 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination, or (ii) such other period during which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
| • | “Company,” “our,” “we” or “us” are to B&R Technology Merger Corp. a Cayman Islands exempted company; |
| • | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and warrant agent of our Warrants (as defined below); |
| • | “Deferred Fee” are to the additional aggregate fee of $14,400,000 to which the Underwriter (as defined below) is entitled that is payable only upon our completion of the initial Business Combination and shall not be paid from the accrued interest in the Trust Account; |
| • | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| • | “FASB” are to the Financial Accounting Standards Board; |
| • | “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below); |
| • | “GAAP” are to the accounting principles generally accepted in the United States of America; |
ii
Table of Contents
| • | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on July 22, 2026; |
| • | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| • | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on December 29, 2025; |
| • | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on July 2, 2026, and declared effective on July 20, 2026 (File No. 333-297256); |
| • | “Letter Agreement” are to the Letter Agreement, dated July 20, 2026, which we entered into with our Sponsor, directors and officers; |
| • | “Management” or our “Management Team” are to our executive officers and directors; |
| • | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| • | “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
| • | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
| • | “Option Units” are to the 3,500,000 units that were purchased by the Underwriter pursuant to the partial exercise of the Over-Allotment Option (as defined below); |
| • | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
| • | “Over-Allotment Option” are to the 45-day option that the Underwriter had to purchase up to an additional 4,875,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below); |
| • | “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreement (as defined below); |
| • | “Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor in the Private Placement; |
| • | “Private Placement Units” are to the units purchased by our Sponsor in the Private Placement; |
| • | “Private Placement Warrants” are to the warrants included within the Private Placement Units purchased by our Sponsor in the Private Placement; |
| • | “Private Placement Units Purchase Agreement” are to the Private Placement Units Purchase Agreement, dated July 20, 2026, which we entered into with our Sponsor; |
| • | “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or members of our Management Team purchase Public Shares, provided that our Sponsor’s and each member of our Management |
| • | “Public Shares” are to our Class A Ordinary Shares sold as part of the Public Units (as defined below) (whether they are purchased in the Initial Public Offering or thereafter in the open market), but specifically excludes all of our Class A Ordinary Shares that are issued upon conversion of our Class B Ordinary Shares; |
iii
Table of Contents
| • | “Public Units” are to the units sold in our Initial Public Offering, with each Public Unit consisting of one Public Share and one-third of one Public Warrant (as defined below); |
| • | “Public Warrants” are to the redeemable warrants included as part of the Public Units (whether they were subscribed for in our Initial Public Offering or purchased in the open market); |
| • | “Registration Rights Agreement” are to the Registration Rights Agreement, dated July 20, 2026, which we entered into with the Sponsor and the other holders party thereto; |
| • | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026; |
| • | “SEC” are to the U.S. Securities and Exchange Commission; |
| • | “Securities Act” are to the Securities Act of 1933, as amended; |
| • | “SPAC” are to a special purpose acquisition company; |
| • | “Sponsor” are to B&R Technology Sponsor LLC (Cayman), a Cayman Islands limited liability company; |
| • | “Trust Account” are to the U.S.-based trust account in which an amount of $360.0 million was placed from the proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement on July 22, 2026, and the proceeds from the partial exercise of the Over-Allotment Option by the Underwriter on August 25, 2026; |
| • | “Trust Agreement” are to the Investment Management Trust Agreement, dated July 20, 2026, which we entered into with Continental, as trustee of the Trust Account; |
| • | “Underwriter” are to Citigroup Global Markets Inc., the underwriter of the Initial Public Offering; |
| • | “Underwriting Agreement” are to the Underwriting Agreement, dated July 20, 2026, which we entered into with the Underwriter; |
| • | “Units” are to the Private Placement Units and the Public Units, together; |
| • | “Warrants” are to the Private Placement Warrants and the Public Warrants, together; and |
| • | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us. |
iv
Table of Contents
June 30, 2026 |
December 31, 2025 |
|||||||
(Unaudited) |
||||||||
| Assets |
||||||||
| Current Assets |
||||||||
| Cash |
$ | $ | ||||||
| Prepaid expenses |
||||||||
| |
|
|
|
|||||
| Total Current Assets |
||||||||
| Cash – restricted |
||||||||
| Deferred offering costs |
||||||||
| |
|
|
|
|||||
| Total Assets |
$ |
$ |
||||||
| |
|
|
|
|||||
| Liabilities and Shareholder’s Deficit |
||||||||
| Liabilities |
||||||||
| Current Liabilities |
||||||||
| Accrued offering costs |
$ | $ | ||||||
| Accrued expenses |
||||||||
| Advances from related party |
||||||||
| Credit card payable |
||||||||
| IPO Note – related party |
||||||||
| |
|
|
|
|||||
| Total Current Liabilities |
||||||||
| |
|
|
|
|||||
| Total Liabilities |
||||||||
| |
|
|
|
|||||
| Commitments and Contingencies (Note 6) |
||||||||
| Shareholder’s Deficit |
||||||||
| Preference shares, $ |
||||||||
| Class A Ordinary Shares, $ |
||||||||
| Class B Ordinary Shares, $ (1)(2) (3) |
||||||||
| Share subscription receivable |
( |
) | ||||||
| Additional paid-in capital |
||||||||
| Accumulated deficit |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Total Shareholder’s Deficit |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| Total Liabilities and Shareholder’s Deficit |
$ |
$ |
||||||
| |
|
|
|
|||||
| (1) | Includes wa s not exercised in full or in part by the Underwriter (see Note 5). |
(2) |
On July 1, 2026, in connection with share recapitalization, the Company effected a |
(3) |
On August 25, 2026, the Underwriter partially exercised their Over-Allotment Option of have been forfeited (see Notes 5 and 9). |
For the Three Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2026 |
|||||||
General and administrative costs |
$ | $ | ||||||
Loss from operations |
( |
) |
( |
) | ||||
Other income |
||||||||
Interest income – bank |
||||||||
Total other income |
||||||||
Net loss |
$ |
( |
) |
$ |
( |
) | ||
Basic and diluted weighted average Class B Ordinary Shares outstanding (1)(2) (3) |
||||||||
Basic and diluted net loss per Class B Ordinary Share |
$ |
( |
) |
$ |
( |
) | ||
| (1) | Excludes wa s not exercised in full or in part by the Underwriter (see Note 5). |
(2) |
On July 1, 2026, in connection with share recapitalization, the Company effected a |
(3) |
On August 25, 2026, the Underwriter partially exercised their Over-Allotment Option of have be en forfeited (see Notes 5 and 9). |
Class B Ordinary Shares (1)(2)(3) |
Share Subscription Receivable |
Additional Paid-In Capital |
Accumulated Deficit |
Shareholder’s Deficit |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||
| Balance as of December 31, 2025 |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||
| Receipt of subscription receivable |
— |
— |
— |
— | ||||||||||||||||||||
| Net loss |
— | — | — |
— | ( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance as of March 31, 2026 |
( |
) |
||||||||||||||||||||||
| Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance as of June 30, 2026 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Includes wa s not exercised in full or in part by the Underwriter (see Note 5). |
(2) |
On July 1, 2026, in connection with share recapitalization, the Company effected a |
(3) |
On August 25, 2026, the Underwriter partially exercised their Over-Allotment Option of have been forfeited (see Notes 5 and 9). |
| Cash flows from operating activities: |
||||
| Net loss |
$ | ( |
) | |
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||
| Payment of general and administrative costs through advances from related party |
||||
| Payment of general and administrative costs through the IPO Note – related party |
||||
| Changes in operating assets and liabilities: |
||||
| Prepaid expenses |
( |
) | ||
| Accrued expenses |
||||
| Credit card payable |
||||
| |
|
|||
| Net cash used in operating activities |
( |
) | ||
| |
|
|||
| Cash flows from financing activities: |
||||
| Proceeds from receipt of subscription receivable |
||||
| Proceeds from advances from related party |
||||
| Proceeds from the IPO Note – related party |
||||
| Payment of deferred offering costs |
( |
) | ||
| |
|
|||
| Net cash provided by financing activities |
||||
| |
|
|||
| Net change in cash |
||||
| Cash and restricted cash, beginning of the period |
||||
| |
|
|||
| Cash and restricted cash, end of the period |
$ |
|||
| |
|
|||
| Supplemental disclosure of cash flow information: |
||||
| Deferred offering costs included in accrued offering costs |
$ | |||
| |
|
| • | In whole and not in part; |
| • | At a price of $ |
| • | Upon not less than 30 days’ prior written notice of redemption (the “30-Day Redemption Period”); and |
| • | if, and only if, the last sale price of the Class A Ordinary Shares equals or exceeds $ W arrant30-Day Redemption Period. |
June 30, 2026 |
December 31, 2025 |
|||||||
Cash |
$ | $ | ||||||
Cash - restricted |
$ | $ | ||||||
Prepaid expenses |
$ | $ | ||||||
Deferred offering costs |
$ | $ | ||||||
For the Three Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2026 |
|||||||
General and administrative costs |
$ | $ | ||||||
Table of Contents
The CODMs review the position of total assets as reported in the accompanying condensed balance sheets to assess if the Company has sufficient resources available to discharge its liabilities. The CODMs are provided with details of cash and liquid resources available with the Company. Additionally, the CODMs regularly review the status of deferred costs incurred to assess if these are in line with the planned use of proceeds raised from the Initial Public Offering.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the accompanying condensed balance sheet dates through the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
On July 1, 2026, in connection with share recapitalization, the Company effected a 1-for-1.08333330435 share split of its Class B Ordinary Shares in the form of a share dividend. All share and per share amounts were retrospectively presented.
On July 16, 2026, the Company borrowed $25,803 against the IPO Note. On July 22, 2026, the Company paid $253,053 for the borrowings against the IPO Note. The outstanding balance of $1,797 was fully paid on July 24, 2026.
On July 21, 2026, an affiliate of the Sponsor advanced the Company an aggregate of $617,060 for general and administrative costs and offering costs of the Company. Simultaneously with the closing of the Initial Public Offering, the Company fully paid the advances from such related party amounting to $704,296.
The Company entered into an agreement with the Sponsor, Authentic, and the Service Provider, commencing on July 20, 2026, the date that the Company’s securities were first listed with Nasdaq, through the earlier of the Company’s consummation of an initial Business Combination and its liquidation, to pay the Service Provider in an amount equal to $20,000 per month for office space, utilities and secretarial and administrative support.
The IPO Registration Statement for the Initial Public Offering was declared effective on July 20, 2026.
On July 22, 2026, the Company consummated the Initial Public Offering of 32,500,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $325,000,000.
Simultaneously with the closing of the Initial Public Offering on July 22, 2026, the Sponsor purchased in the Private Placement an aggregate of 687,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,875,000.
Following the closing of the Initial Public Offering on July 22, 2026, an amount of $325,000,000 ($10.00 per Public Unit) from a portion of the net proceeds of the sale of the Public Units and a portion of the net proceeds from the sale of the Private Placement Units was held in the Trust Account.
The Underwriter was paid a cash underwriting discount of $0.15 per Public Unit, or $4,875,000 in the aggregate, following the closing of the Initial Public Offering. Additionally, the Underwriter is entitled to the Deferred Fee of $0.05 per Public Unit, or $1,625,000 in the aggregate, and $0.35 per Public Unit, or $11,375,000 in the aggregate, for a total of $13,000,000, which was placed in the Trust Account and will be payable to the Underwriter upon the consummation of the initial Business Combination.
On July 22, 2026, the Company recognized an Over-Allotment Option liability of $295,100 since the Underwriter did not exercise their option at the time of the Initial Public Offering.
On August 25, 2026, the Underwriter partially exercised the Over-Allotment Option of 3,500,000 Option Units and forfeited the remaining 1,375,000 Option Units. As a result, 1,166,667 Founder Shares are no longer subject to forfeiture and 458,333 Founder Shares will be forfeited.
On August 25, 2026, the Company closed the issuance and sale of 3,500,000 Option Units in connection with the Underwriter partially exercising the Over-Allotment Option. The Option Units were sold at a price of $10.00 per Option Unit, generating gross proceeds of $35,000,000. Simultaneously with the closing of the sale of the Option Units, the Company completed the Private Placement of an additional 52,500 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating gross additional proceeds of $525,000. A total of $35,000,000 of the proceeds from the sale of the Option Units was deposited in the Trust Account, bringing the aggregate proceeds from the Initial Public Offering and Private Placement deposited in the Trust Account to $360,000,000.
On August 25, 2026, as a result of the Underwriter’s partial exercise of the Over-Allotment Option, the Underwriter was paid an additional cash underwriting discount of $525,000. Additionally, the Underwriter is entitled to $1,400,000 of Deferred Fee, which was placed in the Trust Account and will be payable to the Underwriter upon the consummation of the initial Business Combination.
As of August 25, 2026, the Company reduced the Over-Allotment Option liability by $295,100 as a result of the Underwriter’s partial exercise of their Over-Allotment Option and forfeiture of the remaining balance of the Over-Allotment Option.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these
15
Table of Contents
forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements.”
Overview
We are a blank check company incorporated in the Cayman Islands on November 25, 2025 for the purpose of effecting a Business Combination. Our Sponsor is B&R Technology Sponsor LLC.
Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search on a technology growth company that has artificial intelligence tailwinds. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.
Our IPO Registration Statement became effective on July 20, 2026. On July 22, 2026, we consummated our Initial Public Offering of 32,500,000 Public Units. Each Public Unit consists of one Public Share and one-third of one Public Warrant. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $325,000,000.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 687,500 Private Placement Units to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $6,875,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.
On August 25, 2026, the Underwriter 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 Option Unit, generating additional gross proceeds to us 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 additional gross proceeds to us of $525,000. The Underwriter informed us that the remaining portion of the Over-Allotment Option would not be exercised and the remaining 1,375,000 Option Units would be forfeited. As a result, 458,333 Founder Shares have been surrendered by the Sponsor and cancelled by our Company.
Following the closing of the Initial Public Offering and Private Placement on July 22, 2026 and the partial exercise of the Over-Allotment Option by the Underwriter on August 25, 2026, the amount of $360,000,000 from the net proceeds of the Initial Public Offering, the Private Placement, and the partial exercise of the Over-Allotment Option was initially placed in the Trust Account located in the United States with Continental acting as trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.
We have until July 22, 2028 (or October 22, 2028 if we have executed a letter of intent agreement in principle or definitive agreement for an initial Business Combination by July 22, 2028), or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, and (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law.
16
Table of Contents
We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.
Recent Developments
On July 1, 2026, in connection with share recapitalization, we effected a 1-for-1.08333330435 share split of our Class B Ordinary Shares in the form of a share dividend. All share and per share amounts were retrospectively presented.
On July 16, 2026, we borrowed $25,803 against the IPO Promissory Note. On July 22, 2026, we paid $253,053 for the borrowings against the IPO Promissory Note. The outstanding balance of $1,798 was fully paid on July 24, 2026.
On July 21, 2026, an affiliate of the Sponsor advanced us an aggregate of $617,060 for general and administrative costs and offering costs of our Company. Simultaneously with the closing of the Initial Public Offering, we fully paid the advances from such related party amounting to $704,296.
We entered into the Administrative Services and Indemnification Agreement, commencing on July 20, 2026, the date that our securities were first listed with Nasdaq, through the earlier of our consummation of an initial Business Combination and our liquidation, to pay an affiliate of the Sponsor in an amount equal to $20,000 per month for office space, utilities and secretarial and administrative support.
The IPO Registration Statement for the Initial Public Offering was declared effective on July 20, 2026.
On July 22, 2026, we consummated the Initial Public Offering of 32,500,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $325,000,000.
Simultaneously with the closing of the Initial Public Offering on July 22, 2026, the Sponsor purchased in the Private Placement an aggregate of 687,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,875,000.
Following the closing of the Initial Public Offering on July 22, 2026, an amount of $325,000,000 ($10.00 per Public Unit) from a portion of the net proceeds of the sale of the Public Units and a portion of the net proceeds from the sale of the Private Placement Units was held in the Trust Account.
The Underwriter was paid a cash underwriting discount of $0.15 per Public Unit, or $4,875,000 in the aggregate, following the closing of the Initial Public Offering. Additionally, the Underwriter is entitled to the Deferred Fee of $0.05 per Public Unit, or $1,625,000 in the aggregate, and $0.35 per Public Unit, or $11,375,000 in the aggregate, for a total of $13,000,000, which was placed in the Trust Account and will be payable to the Underwriter upon the consummation of the initial Business Combination.
On July 22, 2026, we recognized an Over-Allotment Option liability of $295,100 since the Underwriter did not exercise their option at the time of the Initial Public Offering.
On August 25, 2026, the Underwriter partially exercised the Over-Allotment Option of 3,500,000 Option Units and forfeited the remaining 1,375,000 Option Units. As a result, 1,166,667 Founder Shares are no longer subject to forfeiture and 458,333 Founder Shares will be forfeited.
On August 25, 2026, we closed the issuance and sale of 3,500,000 Option Units in connection with the Underwriter partially exercising the Over-Allotment Option. The Option Units were sold at a price of $10.00 per Option Unit, generating gross proceeds of $35,000,000. Simultaneously with the closing of the sale of the Option Units, we completed the Private Placement of an additional 52,500 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating gross additional proceeds of $525,000. A total of $35,000,000 of the proceeds from the sale of the Option Units was deposited in the Trust Account, bringing the aggregate proceeds from the Initial Public Offering and Private Placement deposited in the Trust Account to $360,000,000.
On August 25, 2026, as a result of the Underwriter’s partial exercise of the Over-Allotment Option, the Underwriter was paid an additional cash underwriting discount of $525,000. Additionally, the Underwriter is entitled to $1,400,000 of Deferred Fee, which was placed in the Trust Account and will be payable to the Underwriter upon the consummation of the initial Business Combination.
As of August 25, 2026, we reduced the Over-Allotment Option liability by $295,100 as a result of the Underwriter’s partial exercise of their Over-Allotment Option and forfeiture of the remaining balance of the Over-Allotment Option.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since November 25, 2025 (inception) through June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.
For the three months ended June 30, 2026, we had a net loss of $70,443, which consists of general and administrative costs offset by interest income generated during the period.
For the six months ended June 30, 2026, we had a net loss of $82,690, which consists of general and administrative costs offset by interest income generated during the period.
17
Table of Contents
Liquidity and Capital Resources
Our liquidity needs through July 22, 2026 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, and subsequent to the quarterly period covered by this Report, our liquidity needs through June 30, 2026 have been satisfied through the proceeds from the consummation of the Initial Public Offering and Private Placement held outside of the Trust Account.
Subsequent to the quarterly period covered by this Report, following the Initial Public Offering and the Private Placement on July 22, 2026 and the partial exercise of the Over-Allotment Option by the Underwriter on August 25, 2026, a total of $360,000,000 was placed in the Trust Account. We incurred fees of $20,429,549 in the Initial Public Offering and the partial exercise of the Over-Allotment Option by the Underwriter, consisting of $5,400,000 of cash underwriting fee, $14,400,000 of Deferred Fees, and $629,549 of other offering costs.
As of June 30, 2026, we had a working capital deficit of $341,220. As of June 30, 2026, $0 of the amount earned on funds held in the Trust Account was available to pay taxes, if any.
We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
IPO Promissory Note
Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2026 or the completion of our Initial Public Offering. As of June 30, 2026 and December 31, 2025, we had $229,047 and $0 outstanding borrowings under the IPO Promissory Note, respectively. Subsequently, on July 24, 2026, we fully paid the outstanding balance of the IPO Promissory Note. No additional borrowing is available under the IPO Promissory Note.
Advances from Related Party
As of June 30, 2026 and December 31, 2025, an affiliate of the Sponsor has advanced us $87,236 and $0 for general and administrative costs, respectively. Subsequently on July 22, 2026, we fully paid the advances from related party.
Working Capital Loans
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). As of June 30, 2026, we did not have any borrowings under any Working Capital Loans.
In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” we do not currently believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our
18
Table of Contents
Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
Administrative Services and Indemnification Agreement
Commencing on July 20, 2026, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Services and Indemnification Agreement. As of June 30, 2026 and December 31, 2025, no amount has been incurred for these services.
To the fullest extent permitted by applicable law, we have agreed to defend, indemnify, hold harmless and exonerate (including the advancement of expenses to the fullest extent permitted by applicable law) the Sponsor, Authentic Holdings, LLC (“Authentic”), a member of the Sponsor, and their respective directors, officers, employees, principals, managers, partners, members, shareholders, equity holders, control persons, affiliates, agents, advisors, consultants and representatives (each, a “Sponsor Indemnitee”) from any and all costs, fees, expenses, judgments, liabilities, fines, penalties, reasonable attorneys’ fees and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably, incurred by a Sponsor Indemnitee or on a Sponsor Indemnitee’s behalf in connection with any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, hearing or any other actual, threatened or completed proceeding instituted by us or any third party, whether civil, criminal, administrative or investigative in nature, arising out of or relating to our Initial Public Offering or our operation or conduct of our business (including our Business Combination), in respect of any investment opportunities sourced by the Sponsor, member of the Sponsor, and their respective affiliates for our Company or and/or any claim against a Sponsor Indemnitee alleging any expressed or implied management or endorsement by such parties of any of our activities or any express or implied association between such parties and us or any of our affiliates (in each case to the extent that such indemnification, hold harmless and exoneration obligations with respect to such matters are not expressly covered by a separate written agreement between us and the applicable Sponsor Indemnitee); provided, that in no event shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder in respect of any costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that a Sponsor Indemnitee may incur by reason of such person’s own actual fraud or intentional misconduct; provided, further, that, for the avoidance of doubt, under no circumstance shall a Sponsor Indemnitee have a claim to any monies or assets held in the Trust Account, and we shall not be permitted to procure monies or assets held in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee in respect of the indemnification provided hereunder.
As of June 30, 2026, the Administrative Services and Indemnification Agreement had not been executed.
Underwriting Agreement
We granted the Underwriter a 45-day option from the date of the Initial Public Offering to purchase up to an additional 4,875,000 Option Units to cover over-allotments, if any. On August 25, 2026, the Underwriter partially exercised its Over-Allotment Option of 3,500,000 Option Units and forfeited the remaining 1,375,000 Option Units.
The Underwriter was paid a cash underwriting discount of $0.15 per Public Unit, or $4,875,000 in the aggregate, following the closing of the Initial Public Offering. On August 25, 2026, as a result of the Underwriter’s partial exercise of the Over-Allotment Option, the Underwriter was paid an additional cash underwriting discount of $525,000.
Additionally, the Underwriter is entitled to a Deferred Fee of $0.05 per Public Unit, or $1,625,000 in the aggregate, and $0.35 per Public Unit, or $11,375,000 in the aggregate, for a total of $13,000,000. On August 25, 2026, as a result of the Underwriter’s partial exercise of the Over-Allotment Option, an additional $1,400,000 of Deferred Fee was incurred, for a total Deferred Fee of $14,400,000, which was placed in the Trust Account and will be payable to the Underwriter upon the consummation of the initial Business Combination pursuant to the Underwriting Agreement.
As of June 30, 2026, the Underwriting Agreement had not been executed.
Registration Rights Agreement
The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.
As of June 30, 2026, the Registration Rights Agreement had not been executed.
Letter Agreement
Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.
19
Table of Contents
Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
Furthermore, pursuant to the Letter Agreement, our Sponsor, directors, officers have agreed that: (x) the Founder Shares shall be subject to a transfer restrictions of the earlier of (i) six months after the completion of our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property, (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination and (z) any Units, Warrants, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Warrants shall be subject to transfer restriction for 180 days following the effective date of the Underwriting Agreement.
As of June 30, 2026, the Letter Agreement had not been executed.
Critical Accounting Estimates
The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of June 30, 2026, we identified the estimates used in the valuation for the April, May, and June 2026, Sponsor awards of membership interests in the Sponsor, equivalent to 1,021,584 Founder Shares, to our independent directors and officers and 40,000 membership interests in the Sponsor, equivalent to 49,832 Founder Shares, to advisors on our advisory board, as a critical estimate.
Recent Accounting Standards
Management does not believe that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements.”
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
20
Table of Contents
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of June 30, 2026.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
Not applicable.
21
Table of Contents
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such, or against any of our property.
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our IPO Registration Statement. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
We may seek to extend the Combination Period, which could reduce the amount held in our Trust Account and have adverse effects on our Company.
If we are unable to consummate our initial Business Combination on or before July 22, 2028 (or October 22, 2028 if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by July 22, 2028), we may seek shareholder approval to extend the Combination Period by amending our Amended and Restated Articles. In such event, our Public Shareholders will be provided the opportunity to have all or a portion of their Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect our ability to consummate our initial Business Combination and may also impair our ability to maintain our Nasdaq listing.
We anticipate that our securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by July 20, 2029. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate an initial Business Combination.
Our IPO Registration Statement was declared effective by the SEC on July 20, 2026 and our securities are currently listed on the Global Market tier of Nasdaq. Pursuant to our Amended and Restated Articles, we have until July 22, 2028 (or October 22, 2028 if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by July 22, 2028) to consummate our initial Business Combination.
Under the Nasdaq Rules, a SPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement, and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of Nasdaq (the “Hearing Panel”), the scope of the Hearing Panel’s review is limited. If a SPAC completes a Business Combination after receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”) and/or demonstrates compliance with all applicable initial listing requirements, the combined company can apply to list its securities on Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain a list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement.
Accordingly, were we to amend our Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to consummate our initial Business Combination on or prior to July 20, 2029 in order to avoid a suspension of our securities from trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securities could potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq suspension and delisting could have significant material adverse consequences, including:
| • | making our securities appear to be less attractive to potential target companies than the securities of an exchange listed SPAC; |
| • | limited availability of market quotations for our securities; |
| • | reduced liquidity for our securities; |
| • | the possibility that our Class A Ordinary Shares would be deemed “penny stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
22
Table of Contents
| • | limited news and analyst coverage; and |
| • | decreased ability to issue additional securities or obtain additional financing in the future. |
In addition, if our securities are delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be subject to state securities regulation and additional compliance costs.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
There were no sales of unregistered securities during the quarterly period covered by this Report. However, subsequent to the quarterly period covered by this Report and simultaneously with the closing of the Initial Public Offering, we completed the sale of 687,500 Private Placement Units to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, pursuant to the Private Placement Units Purchase Agreement, generating gross proceeds to us of $6,875,000. In connection with the closing of the Over-Allotment Option on August 25, 2026, the Sponsor purchased an additional 52,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating additional gross proceeds of $525,000 to us. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. 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.
Use of Proceeds
There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by this Report. However, subsequent to the quarterly period covered by this Report, on July 22, 2026, we consummated our Initial Public Offering of 32,500,000 Public Units. Each Public Unit consists of one Public Share and one-third of one Public Warrant. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $325,000,000. Citigroup Global Markets Inc. acted as sole book-running manager and the Underwriter.
On July 22, 2026, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 687,500 Private Placement Units to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $6,875,000. In connection with the closing of the Over-Allotment Option on August 25, 2026, the Sponsor purchased an additional 52,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating additional gross proceeds of $525,000 to us. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.
On August 25, 2026, the Underwriter 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 Option Unit, generating additional gross proceeds to us 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 additional gross proceeds to us of $525,000. The Underwriter informed us that the remaining portion of the Over-Allotment Option would not be exercised and the remaining 1,375,000 Option Units would be forfeited. As a result, 458,333 Founder Shares have been surrendered by the Sponsor and cancelled by our Company.
23
Table of Contents
Table of Contents
Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| * | Filed herewith. |
| ** | Furnished herewith. |
25
Table of Contents
SIGNATURES
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 thereunto duly authorized.
| Date: September 2, 2026 | B&R TECHNOLOGY MERGER CORP. | |||||
| By: | /s/ David York | |||||
| Name: | David York | |||||
| Title: | Chief Executive Officer | |||||
| (Principal Executive Officer) | ||||||
| Date: September 2, 2026 | By: | /s/ Clark N. Callander | ||||
| Name: | Clark N. Callander | |||||
| Title: | Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | ||||||
26