Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
- Symbol
- BRTMU
- Exchange
- NASDAQ
- Classification
- UNIT
- Status
- Current
Current Report · Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 · 8-K
B&R Technology Merger Corp.
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 1.01. Entry into a Material Definitive Agreement. On July 22, 2026, B&R Technology Merger Corp. (the “Company”) consummated its initial public offering (“IPO”) of 32,500,000 units (the “Units”). The Company has granted the underwriter a 45-day option to purchase up to an additional 4,875,000 units at the initial public offering price to cover over-allotments, if any.…
Press release in this filing
B&R Technology Merger Corp. Announces Pricing of $325 Million Initial Public Offering →Company context
We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry but expect to focus on a technology growth company that has artificial intelligence (“AI”) tailwinds where we believe our management team and founders’ expertise will provide us with a competitive advantage.
Current securities
Registered securities in this filing
B&R Technology Merger Corp. · 8-K · Filed 2026-07-23
Class A ordinary shares, par value $0.0001 per share
- Symbol
- BRTM
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
- Symbol
- BRTMW
- Exchange
- NASDAQ
- Classification
- WARRANT
- Status
- Current
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On July 22, 2026, B&R Technology Merger Corp. (the “Company”) consummated its initial public offering (“IPO”) of 32,500,000 units (the “Units”). The Company has granted the underwriter a 45-day option to purchase up to an additional 4,875,000 units at the initial public offering price to cover over-allotments, if any. 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.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1 (File No. 333-297256) for the IPO, originally filed with the U.S. Securities and Exchange Commission on July 2, 2026, as amended, the “Registration Statement”):
An Underwriting Agreement, dated July 20, 2026, by and between the Company and Citigroup Global Markets Inc., as the underwriter, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
A Public Warrant Agreement, dated July 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
A Private Warrant Agreement, dated July 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated herein by reference.
An Investment Management Trust Agreement, dated July 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
A Registration Rights Agreement, dated July 20, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.
A Private Placement Units Purchase Agreement, dated July 20, 2026, (the “Private Placement Units Purchase Agreement”), by and between the Company and the Company’s sponsor, B&R Technology Sponsor LLC (Cayman) (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
A Letter Agreement, dated July 20, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
An Administrative Services and Indemnification Agreement, dated July 20, 2026, by and between the Company, the Sponsor, Authentic Holdings LLC and Jess Enterprises, Inc., a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
Indemnification Agreements, dated July 20, 2026, by and among the Company and each director and officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 687,500 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $ 6,875,000. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the 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 of 1933, as amended.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 20, 2026, in connection with the IPO, Jeff Clarke, Raymond Bingham, David Golden and Renee R. LaBran were appointed to the board of directors of the Company (the “Board”). Effective July 20, 2026, each of Jeff Clarke, Raymond Bingham and David Golden were appointed to the Board’s Audit Committee, with Jeff Clarke serving as chair of such Committee. Each of Raymond Bingham, David Golden and Renée E. LaBran were appointed to the Board’s Compensation Committee, with Raymond Bingham serving as chair of such Committee.
On July 20, 2026, the Company entered into indemnification agreements with each of the directors and executive officers, which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnification agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnification agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on July 20, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
A total of $325,000,000, comprised of $320,125,000 of the net proceeds from the IPO (which amount includes up to $13,000,000 of the underwriter’s deferred discount) and $4,875,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes (aside from excise taxes) and dissolution expenses up to $100,000 in case the Company is unable to effect a business combination within the timeframe specified in its Amended and Restated Memorandum and Articles of Association or the Company’s board of directors determines to terminate the period in which the Company must consummate a business combination pursuant to its Amended and Restated Memorandum and Articles of Association, the funds held in the trust account will not be released from the trust account until the earliest 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 letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the IPO), 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 Company’s 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 from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the IPO) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On July 20, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On July 22, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Filed exhibits (4)
EX-4.1 4 d158424dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 PUBLIC WARRANT AGREEMENT between B&R TECHNOLOGY MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 20, 2026 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 20, 2026, is by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Ordinary Share (as defined below) and one-third of one Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 11,500,000 warrants (including up to 1,500,000 warrants subject to the Over-allotment Option (as defined below)) to public investors in the Offering (the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one whole Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), for $11.50 per s…
Open exhibit ↗EX-4.2 5 d158424dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 PRIVATE WARRANT AGREEMENT between B&R TECHNOLOGY MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 20, 2026 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 20, 2026, is by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, on July 20, 2026, the Company entered into that certain Private Placement Units Purchase Agreement with B&R Technology Sponsor LLC, a Cayman limited liability company, (the “Sponsor”), pursuant to which the Sponsor, (the “Purchaser”) will purchase an aggregate of 650,000 units (or up to 717,500 private placement units if the underwriter’s over-allotment option is exercised in full) (the “Private Placement Units”), each Private Placement Unit consisting of one Class A ordinary share of the Company and one warrant to purchase one-third of a Class A ordinary share (including if the underwriter exercises its right (the “Over-allotment Option”) to purchase ad…
Open exhibit ↗EX-99.1 12 d158424dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 B&R Technology Merger Corp. Announces Pricing of $325 Million Initial Public Offering NEW YORK, July 20, 2026 /PRNewswire/ - B&R Technology Merger Corp. (the “Company”) announced the pricing of its initial public offering of 32,500,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “BRTMU” commencing on July 21, 2026. Each unit consists of one Class A ordinary share of the Company and one-third of one warrant, 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 constituting the units begin separate trading, the Company expects that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “BRTM” and “BRTMW,” respectively. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It may pursue an initial business combination target in any business or industry. Citigroup Global Mar…
Open exhibit ↗EX-99.2 13 d158424dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 B&R Technology Merger Corp. Completes $325 Million Initial Public Offering NEW YORK, NY, July 22, 2026 /PRNewswire/ - B&R Technology Merger Corp. (the “Company”) announced today the closing of its initial public offering of 32,500,000 units. The offering was priced at $10.00 per unit, resulting in gross proceeds of $325,000,000. The Company’s units began trading on July 21, 2026 on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “BRTMU”. Each unit consists of one Class A ordinary share of the Company 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 constituting 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. Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of units, $325,000,000 (or $10.00 per unit sold in the public offering) was placed in trust. The Company was form…
Open exhibit ↗