B&R Technology SPAC parks $360M in IPO trust

B&R Technology Merger Corp. (BRTMU) reported that the underwriters partially exercised the IPO over-allotment option, purchasing an additional 3,500,000 Option Units at $10.00 per unit on August 24, 2026, for $35,000,000 in additional gross proceeds.

Rhea-AI Filing Summary

B&R Technology Merger Corp. (BRTMU) reported that the underwriters partially exercised the IPO over-allotment option, purchasing an additional 3,500,000 Option Units at $10.00 per unit on August 24, 2026, for $35,000,000 in additional gross proceeds. This followed the previously completed IPO of 32,500,000 Units at $10.00 per unit for $325,000,000 in gross proceeds.

The company also completed a private sale of 687,500 Private Placement Units at IPO closing and an additional 52,500 Private Placement Units upon the over-allotment closing, all to its sponsor at $10.00 per unit, for total gross proceeds of $7,400,000 with no underwriting discounts or commissions. In total, $360,000,000 of proceeds from the public and private units was placed into a U.S.-based trust account. Because the remaining over-allotment was not exercised, the sponsor will surrender 458,333 Class B ordinary shares, which were cancelled so that initial shareholders maintain 25.0% ownership of issued and outstanding shares (excluding the sponsor’s Private Placement Shares).

Filing Explained

The completed financing combines registered public units with an exempt sponsor placement; separate share-and-warrant trading remains a future step.

The completed partial exercise on August 24, 2026 sold 3,500,000 additional public units, while the remaining 1,375,000-unit option was forfeited; each unit combines one Class A share with one-third of a redeemable warrant, and each whole warrant has an exercise price of $11.50.

The sponsor’s additional 52,500 private placement units were completed at $10.00 each under Section 4(a)(2), identifying that portion as an unregistered sale separate from the registered public offering.

Separate trading is a future step in the disclosure: the company says the Class A shares and warrants are expected to list separately under BRTM and BRTMW once separate trading begins.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

IPO Units Sold: 32,500,000 units IPO Unit Price: $10.00 per unit IPO Gross Proceeds: $325,000,000 +5 more

8 metrics

IPO Units Sold 32,500,000 units Initial public offering completed July 22, 2026

IPO Unit Price $10.00 per unit Price for Units and Option Units in the IPO

IPO Gross Proceeds $325,000,000 Gross proceeds from sale of 32,500,000 Units

Over-Allotment Units Purchased 3,500,000 units Partial exercise of Over-Allotment Option on August 24, 2026

Over-Allotment Gross Proceeds $35,000,000 Additional proceeds from 3,500,000 Option Units at $10.00

Private Placement Units (Total) 740,000 units 687,500 at IPO closing plus 52,500 on over-allotment closing

Trust Account Balance $360,000,000 Proceeds from Units, Option Units, and Private Placement Units placed in trust

Class B Shares Surrendered 458,333 shares To maintain 25.0% ownership by initial shareholders

Key Terms

Over-Allotment Option, Private Placement Units, trust account, redeemable warrant, +1 more

5 terms

Over-Allotment Option financial

"the underwriter was granted a 45-day option ... to purchase up to 4,875,000 additional units"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Private Placement Units financial

"the Company completed the private sale of 687,500 units (the “Private Placement Units”)"

trust account financial

"A total of $360,000,000 of the proceeds ... was placed in a U.S.-based trust account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

redeemable warrant financial

"one Class A ordinary share and one-third of one redeemable warrant"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

forward-looking statements regulatory

"This press release contains statements that constitute “forward-looking statements,”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What over-allotment option exercise did BRTMU announce in this 8-K?

B&R Technology Merger Corp. announced that underwriters partially exercised their over-allotment option, purchasing 3,500,000 Option Units at $10.00 per unit, resulting in $35,000,000 in additional gross proceeds. The remaining option for 1,375,000 units was forfeited.

How many units has BRTMU (BRTMU) sold in total in its IPO?

After the partial over-allotment exercise, B&R Technology Merger Corp. sold a total of 36,000,000 Units in its initial public offering, at $10.00 per unit, resulting in $360,000,000 in gross proceeds from the public units.

What private placement did the BRTMU sponsor complete and for how much?

B&R Technology Sponsor LLC (Cayman) purchased 687,500 Private Placement Units at IPO closing and an additional 52,500 upon over-allotment closing, all at $10.00 per unit, generating total gross proceeds of $7,400,000 to B&R Technology Merger Corp.

How much cash from BRTMU’s IPO and private placements was placed in the trust account?

A total of $360,000,000 of proceeds from the sale of the Units, Option Units, and Private Placement Units was placed into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company as trustee.

What share surrender did the BRTMU sponsor agree to after the partial over-allotment exercise?

Because the remaining over-allotment was not exercised, the sponsor will surrender 458,333 Class B ordinary shares, which were cancelled so that the company’s initial shareholders maintain 25.0% of issued and outstanding shares, excluding the sponsor’s Private Placement Shares.

What are the key terms of BRTMU units and warrants?

Each unit consists of one Class A ordinary share and one-third 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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 25, 2026

B&R Technology Merger Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43408		98-1902448
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2300 West Sahara Avenue

Las Vegas, NV 89102

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (702) 483-8180

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))

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-third of one redeemable warrant		BRTMU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		BRTM		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		BRTMW		The Nasdaq Stock Market LLC

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. ☐

Item 3.02. Unregistered Sales of Equity Securities.

The information included in Item 8.01 is incorporated into this Item by reference.

Item 8.01. Other Events.

As previously disclosed on a Current Report on Form 8-K dated July 23, 2026, B&R Technology Merger Corp. (the “Company”) consummated its initial public offering (“IPO”) of 32,500,000 units (the “Units”) on July 22, 2026. 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.

Simultaneously with the closing of the IPO, the Company completed the private sale of 687,500 units (the “Private Placement Units”) to B&R Technology Sponsor LLC (Cayman) (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,875,000. 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.

In connection with the IPO, the underwriter was granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 4,875,000 additional units to cover over-allotments (the “Option Units”), if any. On August 24, 2026, the underwriters purchased an additional 3,500,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $35,000,000. In connection with the closing of the Over-Allotment Option, the Sponsor purchased an additional 52,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $525,000. The underwriter has informed the Company that remaining portion of the Over-Allotment Option would not be exercised. As a result, 458,333 Class B ordinary shares of the Company will be surrendered by the Sponsor in order for the Company’s initial shareholders to maintain ownership of 25.0% of the issued and outstanding shares of the Company (excluding the Private Placement Shares held by the Sponsor). Such surrendered shares were cancelled by the Company.

A total of $360,000,000 of the proceeds from the sale of the Units, the Option Units, and the Private Placement Units was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company acting as trustee.

On August 25, 2026, the Company issued a press release, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K, announcing the closing of the partial exercise of the Over-Allotment Option.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated August 25, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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.

		B&R Technology Merger Corp.
		By:		/s/ David York
				Name:		David York
				Title:		Chief Executive Officer
Dated: August 25, 2026

Exhibit 99.1

B&R Technology Merger Corp. Announces Closing of Exercise of IPO Over-Allotment Option

New York, NY, August 25, 2026 (GLOBE NEWSWIRE) – B&R Technology Merger Corp. (the “Company”) (NASDAQ: BRTMU), announced today that the underwriter of its previously consummated initial public offering has partially exercised its option to purchase an additional 3,500,000 units at the public offering price of $10.00 per unit, resulting in additional gross proceeds of $35,000,000. The underwriter has forfeited their remaining option to purchase up to 1,375,000 additional units.

After giving effect to this partial exercise of the over-allotment option, the total number of units sold in the public offering increased to 36,000,000 units, resulting in total gross proceeds of $360,000,000 for the Company’s initial public offering.

Each unit consists of one Class A ordinary share 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 comprising 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.

Citigroup acted as sole book-running manager for the offering.

The offering was made by means of a prospectus. Copies of the prospectus may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146), or by accessing the SEC’s website at www.sec.gov.

A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on July 20, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds thereof. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Contact:

David York,

Clark Callander

Steve Fletcher

B&R Technology Merger Corp.

info@bandrtechnology.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 5.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 23.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.1 KB