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B&R Technology Sponsor LLC (Cayman), a significant holder of B&R Technology Merger Corp., reported an indirect purchase of 687,500 Class A Ordinary Shares at $10.00 per share on July 22, 2026, for total indirect holdings of 687,500 shares. The shares represent Class A ordinary shares underlying private placement units held by the Sponsor under a Private Placement Units Purchase Agreement, with each unit consisting of one share and one-third of one warrant. Footnotes state that the securities are held of record by the Sponsor and that David York, Alex Vieux, Steven Fletcher, Authentic Founders LLC, and Authentic Holdings LLC may be deemed to share beneficial ownership through their roles and interests in the Sponsor, while each disclaims beneficial ownership except to the extent of any pecuniary interest.
B&R Technology Merger Corp. reported the initial beneficial ownership of Class B ordinary shares by several related entities and individuals. The filing lists 12,458,333 Class B ordinary shares, held indirectly through B&R Technology Sponsor LLC (Cayman), with corresponding underlying Class A ordinary shares on a one-for-one basis.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the company’s initial business combination on a one-for-one basis and have no expiration date. The Sponsor is the record holder, while David York, Alex Vieux, Steven Fletcher, Authentic Founders LLC, and Authentic Holdings LLC may be deemed to share beneficial ownership through their roles and membership interests, but each disclaims beneficial ownership except to the extent of their pecuniary interest.
B&R Technology Sponsor LLC and affiliated entities report beneficial ownership of 13,145,833 Ordinary Shares of B&R Technology Merger Corp., representing 28.8% of the 45,645,833 Class A and Class B ordinary shares outstanding as of July 22, 2026. The position consists of 687,500 Class A shares included in private placement units and 12,458,333 Class B “Founder Shares,” up to 1,625,000 of which are subject to forfeiture depending on underwriter over-allotment. The Sponsor purchased 11,500,000 Founder Shares for $25,000 and later received an additional 958,333 Founder Shares for no consideration, and bought 687,500 placement units at $10.00 per unit, each unit including one Class A share and one-third of a warrant with a $11.50 exercise price. The reporting persons state the shares were acquired for investment purposes and are subject to lock-up and voting agreements, including commitments to vote in favor of a business combination, not redeem their shares, and indemnify the company’s trust account to help maintain at least $10.00 per public share in a liquidation scenario.
B&R Technology Sponsor LLC (Cayman) and Steven C. Fletcher reported a purchase of 687,500 Class A Ordinary Shares of B&R Technology Merger Corp. at $10.00 per share in an indirect transaction. The shares represent the equity component of private placement units held of record by the Sponsor, resulting in 687,500 shares indirectly owned after the transaction. Managing members, including Steven Fletcher, may be deemed to share beneficial ownership through their interests in the Sponsor but disclaim such ownership except to the extent of their pecuniary interest.
B&R Technology Merger Corp. is a Cayman Islands blank check company conducting a $325,000,000 initial public offering of 32,500,000 units at $10.00 each, with each unit consisting of one Class A ordinary share and one-third of a warrant. A whole warrant allows purchase of one Class A share at $11.50, exercisable 30 days after completing an initial business combination and expiring five years thereafter. Up to 4,875,000 additional units may be sold under the underwriter’s over-allotment option.
$325.0 million of IPO and private placement proceeds (or $373.75 million with full over-allotment) will be placed in a U.S. trust account. Public shareholders may redeem their Class A shares for cash equal to the trust balance per share upon business combination or certain extensions, and all public shares will be redeemed if no deal is completed within a 24‑month “completion window” (extendable to 27 months in specified circumstances or further with shareholder approval).
The sponsor will buy 687,500 private placement units for $6,875,000 and holds 12,458,333 Class B founder shares purchased for $25,000, which will convert into Class A shares and are designed to represent about 25% of ordinary shares after the business combination, subject to anti-dilution adjustments. This structure, plus up to $1,500,000 of convertible working capital loans and private placement warrants that are non-redeemable and exercisable on a cashless basis in some cases, may cause immediate and potentially material dilution to public shareholders. Governance is sponsor‑friendly: prior to the business combination, only Class B holders vote on director appointments, certain charter changes require up to 90% shareholder approval, and redemptions by any group are capped at 15% of IPO shares without consent, while management and the sponsor face multiple potential conflicts of interest and compensation arrangements tied to completing a transaction.