Art Technology Acquisition Corp. received a Schedule 13G reporting that Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah together report beneficial ownership of 1,500,000 Class A ordinary shares, equal to 6.6% of the class. The event triggering this filing occurred on 01/06/2026.
The 1,500,000 shares are held in the form of units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant, and are owned directly by Tenor Opportunity Master Fund, Ltd. Tenor Capital serves as investment manager to the fund, and Robin Shah is the managing member of the general partner of Tenor Capital, so each reporting person may be deemed to share voting and dispositive power. They certify the stake is held not for the purpose of changing or influencing control and each disclaims beneficial ownership beyond their pecuniary interest.
What stake in Art Technology Acquisition Corp. (ARTCU) is reported in this Schedule 13G?
The filing reports beneficial ownership of 1,500,000 Class A ordinary shares of Art Technology Acquisition Corp., representing 6.6% of the outstanding class based on 22,825,000 units issued and outstanding.
Who are the reporting persons in the Art Technology Acquisition Corp. (ARTCU) Schedule 13G?
The reporting persons are Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. Tenor Capital is the investment manager to the Master Fund, and Robin Shah is the managing member of the general partner of Tenor Capital.
How are the 1,500,000 Art Technology Acquisition (ARTCU) shares held?
The reported position consists of 1,500,000 units, each unit including one Class A ordinary share and one-fourth of one redeemable warrant. These units are held directly by Tenor Opportunity Master Fund, Ltd..
What voting and dispositive power do the reporting persons have over ARTCU shares?
Each reporting person reports 0 shares with sole voting or dispositive power and 1,500,000 shares with shared voting and shared dispositive power, reflecting their roles in relation to the Master Fund that directly holds the units.
Is the Tenor Capital stake in Art Technology Acquisition (ARTCU) a passive investment?
Yes. The certification states the securities were not acquired and are not held for the purpose or effect of changing or influencing the control of Art Technology Acquisition Corp., consistent with a passive Schedule 13G filing.
Do Tenor Capital and Robin Shah claim full beneficial ownership of all reported ARTCU shares?
No. The filing states that each reporting person disclaims beneficial ownership of the shares in the form of units except to the extent of their pecuniary interest, even though they may be deemed to share voting and dispositive power.
What outstanding share figure is used to calculate the 6.6% ARTCU ownership?
The 6.6% ownership is calculated based on a statement in the issuer’s prospectus filed on January 7, 2025 indicating that there are 22,825,000 units issued and outstanding.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Art Technology Acquisition Corp.
(Name of Issuer)
Class A ordinary shares
(Title of Class of Securities)
G0579E129
(CUSIP Number)
01/06/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G0579E129
1
Names of Reporting Persons
Tenor Capital Management Company, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.6 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP No.
G0579E129
1
Names of Reporting Persons
Tenor Opportunity Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP No.
G0579E129
1
Names of Reporting Persons
Robin Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Art Technology Acquisition Corp.
(b)
Address of issuer's principal executive offices:
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania 19104
Item 2.
(a)
Name of person filing:
Tenor Capital Management Company, L.P.
Tenor Opportunity Master Fund, Ltd.
Robin Shah
(b)
Address or principal business office or, if none, residence:
810 Seventh Avenue, Suite 1905, New York, NY 10019
(c)
Citizenship:
Tenor Capital Management Company, L.P. - Delaware
Tenor Opportunity Master Fund, Ltd. - Cayman Islands
Robin Shah - USA
(d)
Title of class of securities:
Class A ordinary shares
(e)
CUSIP No.:
G0579E129
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Tenor Capital Management Company, L.P. - 6.6%
Tenor Opportunity Master Fund, Ltd. - 6.6%
Robin Shah - 6.6%
The Class A ordinary shares (the "Shares") reported herein are held in the form of units (the "Units"), each Unit consists of one Class A ordinary share of the Issuer and one-fourth of one redeemable warrant, as described in more detail in the Issuer's Prospectus filed with the SEC on January 7, 2025. The Units are held by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares reported herein in the form of Units owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares in the form of Units reported herein except to the extent of the Reporting Person's pecuniary interest therein. The percentages herein are calculated based upon a statement in the Issuer's Prospectus, filed on January 7, 2025 indicating that there are 22,825,000 Units issued and outstanding.
(b)
Percent of class:
Tenor Capital Management Company, L.P. - 6.6%
Tenor Opportunity Master Fund, Ltd. - 6.6%
Robin Shah - 6.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Tenor Capital Management Company, L.P. - 0
Tenor Opportunity Master Fund, Ltd. - 0
Robin Shah - 0
(ii) Shared power to vote or to direct the vote:
Tenor Capital Management Company, L.P. - 1,500,000
Tenor Opportunity Master Fund, Ltd. - 1,500,000
Robin Shah - 1,500,000
(iii) Sole power to dispose or to direct the disposition of:
Tenor Capital Management Company, L.P. - 0
Tenor Opportunity Master Fund, Ltd. - 0
Robin Shah - 0
(iv) Shared power to dispose or to direct the disposition of:
Tenor Capital Management Company, L.P. - 1,500,000
Tenor Opportunity Master Fund, Ltd. - 1,500,000
Robin Shah - 1,500,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Tenor Capital Management Company, L.P.
Signature:
/s/ Robin Shah
Name/Title:
Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC
