Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Art Technology Acquisition Corp., a Cayman Islands-based special purpose acquisition company (SPAC). The report date is January 5, 2026, with the IPO closing on January 7, 2026. The company is an emerging growth company.
Key Financial Metrics
| Metric | Value |
|---|---|
| IPO Gross Proceeds | $220,000,000 |
| Units Sold in IPO | 22,000,000 Units |
| Price Per Unit | $10.00 |
| Private Placement Proceeds | $8,250,000 |
| Private Placement Units | 825,000 Units |
| Total Funds in Trust Account | $220,000,000 |
| Deferred Underwriting Discount | $8,800,000 |
| Warrant Exercise Price | $11.50 per share |
Note: As this is an IPO filing, historical revenue, profit, cash flow, and margin data are not applicable. The company has no operating history prior to this offering.
Material Changes and Transactions
- Capital Raise: The company raised a total of $228,250,000 in gross proceeds ($220M from the public offering and $8.25M from a private placement).
- Trust Account: $220,000,000 of net proceeds were deposited into a trust account with Continental Stock Transfer & Trust Company. This amount includes the deferred underwriting discount.
- Over-Allotment: A 45-day option for underwriters to purchase up to 3,300,000 additional units was granted but not exercised at closing.
- Corporate Governance: New directors (Katherine E. Fleming, Walter T. Beach, Phoebe A. Saatchi, Yassir Benjelloun-Touimi, and Daniel G. Cohen) were appointed to the Board of Directors.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The company must complete an initial business combination within 24 months from the IPO closing (January 7, 2026). This may be extended to 27 months if a definitive agreement is executed within the initial 24-month period.
- Liquidity and Redemption: Funds in the trust account are generally locked until a business combination is completed or the company liquidates. Interest earned may be withdrawn up to $400,000 annually for working capital or taxes.
- Redemption Rights: Public shareholders have the right to redeem their shares if the company fails to complete a business combination within the specified timeframe or if they vote against an amendment to the charter.
- Administrative Costs: The company has entered into an Administrative Services Agreement with its sponsor, Art Technology Sponsor, LLC.
Investor Verification Checklist
- Verify the exact closing date of the IPO (January 7, 2026) to calculate the precise 24-month deadline for a business combination.
- Confirm the terms of the deferred underwriting discount ($8,800,000) and its impact on the net cash available for operations outside the trust.
- Review the "Amended and Restated Memorandum and Articles of Association" (Exhibit 3.1) for specific redemption thresholds and voting rights.
- Monitor the status of the 45-day over-allotment option to determine if additional capital will be raised.
- Check for any subsequent filings regarding the selection of a target company for the initial business combination.