Art Technology Acquisition (NASDAQ: ARTCU) completes $220M SPAC IPO and funds trust

Rhea-AI Filing Summary

Art Technology Acquisition Corp. completed its initial public offering of 22,000,000 units at $10.00 per unit, raising gross proceeds of $220,000,000. Each unit includes one Class A ordinary share and one-fourth of a redeemable warrant, with each whole warrant exercisable at $11.50 per share. No additional units were sold under the 3,300,000-unit over-allotment option.

Concurrently, the company sold 825,000 placement units in a private offering at $10.00 per unit for $8,250,000 in gross proceeds, purchased by Clear Street and Art Technology Sponsor, LLC. A total of $220,000,000 of net IPO and private placement proceeds, including $8,800,000 of deferred underwriting discount, was deposited into a trust account for the benefit of public shareholders, to be released upon completion of an initial business combination or in connection with specified redemption events within up to 27 months. The company also appointed a full board and committee structure, entered into indemnity and administrative agreements, and adopted amended and restated Cayman governing documents tied to the IPO.

Insights

SPAC and capital markets analyst

ARTC establishes a fully funded SPAC structure with $220M in trust.

The company completed a SPAC IPO with 22,000,000 units at $10.00, raising gross proceeds of $220,000,000. Each unit bundles a Class A ordinary share and a fractional warrant with a strike price of $11.50 per share, a typical SPAC structure that offers both equity and optional upside exposure.

In addition, a private placement of 825,000 placement units generated $8,250,000 from Clear Street and Art Technology Sponsor, LLC, aligning sponsor and investor economics. The filing states that $220,000,000 of net proceeds, including a deferred underwriting discount of $8,800,000, is held in a trust account, with withdrawals largely restricted to a future business combination, redemptions, or limited working capital and tax uses.

The trust must generally be used within 24 months of the IPO closing, or up to 27 months if a definitive business combination agreement is executed within 24 months but not completed in that period. This creates a defined window for identifying and closing a transaction, with public shareholders retaining redemption rights if a deal is not completed or key charter terms are changed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2026

ART TECHNOLOGY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43040		98-1881297
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2929 Arch Street, Suite 1703 Philadelphia, PA		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (267) 703-4396

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

Emerging growth company ☒

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant		ARTCU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		ARTC		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share		ARTCW		The Nasdaq Stock Market LLC

Item 1.01. Entry into a Material Definitive Agreement.

On January 7, 2026, Art Technology Acquisition Corp. (the “Company”), consummated its initial public offering (“IPO”) of 22,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $220,000,000. 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-fourth 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. Pursuant to the Underwriting Agreement (as defined below), the Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 3,300,000 additional Units solely to cover over-allotments, if any (the “Over-Allotment Option”). No Units were purchased pursuant to the Over-Allotment Option as part of the IPO.

In connection with the closing of 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. 333-291966) for the IPO, originally filed with the Securities and Exchange Commission (the “Commission”) on December 5, 2025 (as amended, the “Registration Statement”), all of which are attached as exhibits and incorporated by reference herein:

● An Underwriting Agreement, dated January 5, 2026 (the “Underwriting Agreement”), between the Company and Clear Street LLC, as representative of the Underwriters (“Clear Street”);

● An Investment Management Trust Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust Company;

● A Warrant Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust Company;

● A Registration Rights Agreement, dated January 5, 2026, between the Company and certain security holders of the Company;

● A Letter Agreement, dated January 5, 2026, by and among the Company, its officers and directors and certain of the Company’s security holders;

	●	A Placement Unit Subscription Agreement, dated January 5, 2026, between the Company and Art Technology Sponsor, LLC;
	●	A Placement Securities Subscription Agreement, dated January 5, 2026, between the Company and Clear Street;
	●	Indemnity Agreements dated January 5, 2026, by and among the Company and each director and executive officer of the Company, a form of which is attached as Exhibit 10.7 to this Current Report; and
	●	An Administrative Services Agreement, dated January 5, 2026, between the Company and Art Technology Sponsor, LLC.

A description of the material terms of each of these agreements is included in the Registration Statement and incorporated herein by this reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 825,000 Units (the “Placement Units”) in a private placement transaction at a price of $10.00 per Placement Unit, generating gross proceeds of $8,250,000. The Placement Units were purchased by Clear Street (295,000 Units) and one of the Company’s sponsors, Art Technology Sponsor, LLC (530,000 Units). The Warrants included in the Placement Units are identical to the Warrants included in the IPO Units except as otherwise described in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

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Item 3.03. Material Modification to Rights of Security Holders.

The disclosure set forth under Item 5.03 is incorporated herein by this reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 5, 2026, in connection with the IPO, Katherine E. Fleming, Walter T. Beach, Phoebe A. Saatchi and Yassir Benjelloun-Touimi (collectively with Daniel G. Cohen, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective January 5, 2026, each of Messrs. Beach and Benjelloun-Touimi were appointed to the Board’s Audit Committee, with Mr. Beach serving as chair of the Audit Committee. Each of Mr. Beach and Ms. Fleming were appointed to the Board’s Compensation Committee, with Ms. Fleming serving as chair of the Compensation Committee.

On January 5, 2026, the Company entered into indemnity agreements with each of the Directors, as well as with R. Maxwell Smeal, the Chief Financial Officer and Secretary of the Company, and Emmanuelle Cohen, the Chief Operating Officer of the Company, that 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 indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On January 5, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum”) with the Cayman Islands General Registry. A description of the material terms of the Amended and Restated Memorandum is included in the Registration Statement and incorporated herein by this reference. In addition, a copy of the Amended and Restated Memorandum is attached hereto as Exhibit 3.1 and is incorporated herein by this reference.

Item 8.01. Other Events.

A total of $220,000,000 of the net proceeds from the IPO and the Private Placement (which includes $8,800,000 of the Underwriters’ deferred discount) were placed in a trust account established for the benefit of the Company’s public shareholders, with Continental Stock Transfer & Trust Company acting as trustee. 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 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.

A copy of the press release issued by the Company on January 5, 2026 regarding the pricing of the IPO is included as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the press release issued by the Company on January 7, 2026 regarding the closing of the IPO is included as Exhibit 99.2 to this Current Report on Form 8-K.

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Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

1.1		Underwriting Agreement, dated January 5, 2026, between the Company and Clear Street LLC
3.1		Amended and Restated Memorandum and Articles of Association, filed with the Cayman Islands General Registry on January 5, 2026.
4.1		Warrant Agreement, dated January 5, 2026, between Continental Stock Transfer & Trust Company and the Company.
10.1		Letter Agreement, dated January 5, 2026, by and among the Company and certain security holders, officers and directors of the Company.
10.2		Investment Management Trust Agreement, dated January 5, 2026, between Continental Stock Transfer & Trust Company and the Company.
10.3		Registration Rights Agreement, dated January 5, 2026, between the Company and certain security holders of the Company.
10.4		Placement Unit Subscription Agreement, dated January 5, 2026, between the Company and Art Technology Sponsor, LLC.
10.5		Placement Securities Subscription Agreement, dated January 5, 2026, between the Company and Clear Street LLC.
10.6		Administrative Services Agreement, dated January 5, 2026, between the Company and Art Technology Sponsor, LLC.
10.7		Form of Indemnity Agreement.
99.1		Press Release dated January 5, 2026 (pricing of the IPO).
99.2		Press Release dated January 7, 2026 (closing of the IPO).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 8, 2026	ART TECHNOLOGY ACQUISITION CORP.
	By:	/s/ R. Maxwell Smeal
	Name:	R. Maxwell Smeal
	Title:	Chief Financial Officer and Secretary

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FAQ

What did Art Technology Acquisition Corp. (ARTCU) announce in this 8-K?

The company reported the completion of its initial public offering of 22,000,000 units at $10.00 per unit for gross proceeds of $220,000,000, alongside a concurrent private placement of 825,000 placement units for $8,250,000 in gross proceeds, and the establishment of a trust account holding $220,000,000 of net proceeds for the benefit of public shareholders.

What securities are included in ARTCU’s SPAC units and how do the warrants work?

Each unit consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, providing additional potential upside if a successful business combination is completed.

How much money did Art Technology Acquisition Corp. place into the trust account?

The company deposited $220,000,000 of net proceeds from the IPO and the private placement, including $8,800,000 of the underwriters’ deferred discount, into a trust account administered by Continental Stock Transfer & Trust Company for the benefit of public shareholders.

Under what conditions can ARTCU’s trust funds be released to shareholders or the company?

Funds in the trust account will generally be released upon (i) completion of the initial business combination, (ii) redemption of public shares if no business combination is completed within 24 months from the IPO closing or up to 27 months if a definitive agreement is signed within 24 months, or (iii) redemption of public shares in connection with shareholder votes to amend key charter provisions on redemption timing or pre-business combination activities. Limited interest withdrawals are permitted for working capital (up to $400,000 per year) and taxes or up to $100,000 for dissolution expenses.

Who purchased the private placement units in Art Technology Acquisition Corp. (ARTCU)?

The 825,000 placement units were purchased in a private placement by Clear Street, which acquired 295,000 units, and one of the company’s sponsors, Art Technology Sponsor, LLC, which acquired 530,000 units, at a price of $10.00 per placement unit.

What governance and structural changes did ARTCU implement in connection with the IPO?

In connection with the IPO, the company appointed directors Katherine E. Fleming, Walter T. Beach, Phoebe A. Saatchi and Yassir Benjelloun-Touimi, formed audit and compensation committees, entered into indemnity agreements with directors and key officers, and filed an amended and restated memorandum and articles of association with the Cayman Islands General Registry.