B&R Technology sponsor cancels 458K founder shares

B&R Technology Merger Corp. (BRTMU) reported insider transactions involving its sponsor and related entities.

Rhea-AI Filing Summary

B&R Technology Merger Corp. (BRTMU) reported insider transactions involving its sponsor and related entities. On August 25, 2026, B&R Technology Sponsor LLC (Cayman) returned 458,333 Class B ordinary shares to the company for no consideration, and these shares were cancelled because the IPO underwriters' over-allotment option was not exercised in full. After this cancellation, the sponsor held 12,000,000 Class B ordinary shares, which are automatically convertible into Class A ordinary shares on a one-for-one basis in connection with, or prior to, the initial business combination, subject to adjustments. On the same date, entities associated with the sponsor indirectly acquired 52,500 Class A ordinary shares at $10.00 per share through private placement units, bringing their indirect holdings to 740,000 Class A ordinary shares. Footnotes state that David York, Alex Vieux, Steven Fletcher, Authentic Founders LLC and Authentic Holdings LLC may be deemed to share beneficial ownership of securities held by the sponsor, but each disclaims beneficial ownership except to the extent of their pecuniary interest.

Insider Trade Summary

Net Buyer: 52,500 shares

Net Buy 2 txns

Insider B&R Technology Sponsor LLC (Cayman), Fletcher Steven C., Authentic Founders LLC, Authentic Holdings LLC, VIEUX ALEX

Role 10% Owner | Chief Operating Officer | 10% Owner | 10% Owner | 10% Owner

Bought 52,500 shs ($525K)

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares F2, F3, F4	458,333	$0.00	$0.00
Purchase	Class A Ordinary Shares F1, F4	52,500	$10.00	$525K

Holdings After Transaction: Class B Ordinary Shares — 12,000,000 contracts (Direct); Class A Ordinary Shares — 740,000 shares (Indirect, See Footnote)

Footnotes (4)

1. F1. Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share and one-third of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by B&R Technology Sponsor LLC (Cayman (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and B&R Technology Merger Corp.
2. F2. As described in the registration statement on Form S-1 (File No. 333-297256) of B&R Technology Merger Corp. (the "Issuer") under the heading "Description of Securities - Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
3. F3. As contemplated in connection with the initial public offering of the Issuer, 458,333 Class B ordinary shares of the Issuer held by the Sponsor were returned to the Issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.
4. F4. David York, Alex Vieux and Steven Fletcher are managing members of Sponsor. Alex Vieux and Steven Fletcher are managing members of Authentic Founders LLC, which is the managing member of Authentic Holders LLC, which is a member of Sponsor. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by Sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.

Key Figures

Class B ordinary shares returned and cancelled: 458,333 shares Class B ordinary shares held by Sponsor after transaction: 12,000,000 shares Class A ordinary shares purchased: 52,500 shares +2 more

5 metrics

Class B ordinary shares returned and cancelled 458,333 shares Returned to the issuer for no consideration because the over-allotment option was not exercised in full

Class B ordinary shares held by Sponsor after transaction 12,000,000 shares Post-transaction holdings of B&R Technology Sponsor LLC (Cayman)

Class A ordinary shares purchased 52,500 shares Indirectly acquired on August 25, 2026 through private placement units

Purchase price per Class A ordinary share $10.00 per share Price paid for Class A ordinary shares acquired via private placement units

Indirect Class A ordinary share holdings after purchase 740,000 shares Indirect holdings following the 52,500-share purchase

Key Terms

over-allotment option, private placement units, founder shares, beneficial ownership, +1 more

5 terms

over-allotment option financial

"cancelled because the underwriters' over-allotment option was not exercised in full"

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

"Represents shares underlying the private placement units (each unit consisting of one"

founder shares financial

"under the heading "Description of Securities - Founder Shares," the Class B ordinary"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

beneficial ownership financial

"may be deemed to share beneficial ownership of the securities held of record"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims any such beneficial ownership except to the extent of their pecuniary interest"

FAQ

What insider share cancellation did BRTMU disclose in this Form 4?

B&R Technology Merger Corp. disclosed that B&R Technology Sponsor LLC (Cayman) returned 458,333 Class B ordinary shares to the issuer for no consideration, and these shares were cancelled because the IPO underwriters' over-allotment option was not exercised in full.

How many Class B shares does the sponsor hold after the transaction at BRTMU?

After returning and cancelling 458,333 Class B ordinary shares, B&R Technology Sponsor LLC (Cayman) holds 12,000,000 Class B ordinary shares, which automatically convert into Class A ordinary shares on a one-for-one basis at or before the initial business combination, subject to adjustments.

What Class A share purchase did insiders of BRTMU report?

Entities associated with the sponsor indirectly acquired 52,500 Class A ordinary shares of B&R Technology Merger Corp. at $10.00 per share on August 25, 2026, through private placement units. Following this purchase, indirect holdings totaled 740,000 Class A ordinary shares.

How do the Class B founder shares at BRTMU convert into Class A shares?

The Class B ordinary (founder) shares of B&R Technology Merger Corp. automatically convert into Class A ordinary shares on a one-for-one basis at the time of the initial business combination, or earlier at the holder's option, subject to certain adjustments. The Class B shares have no expiration date.

Who may be deemed to share beneficial ownership of BRTMU sponsor-held shares?

The filing states that David York, Alex Vieux, Steven Fletcher, Authentic Founders LLC, and Authentic Holdings LLC may be deemed to share beneficial ownership of the securities held by B&R Technology Sponsor LLC (Cayman), but each disclaims such beneficial ownership except to the extent of their pecuniary interest.

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Available on EDGAR 08/26/2026 - 04:16 PM Accepted by SEC EDGAR 08/26/2026 - 04:15 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

B&R Technology Sponsor LLC (Cayman)

(Last) (First) (Middle)

2300 WEST SAHARA AVENUE

(Street)

LAS VEGAS NEVADA 89102

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
B&R Technology Merger Corp. [ BRTMU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	08/25/2026	08/25/2026	P		52,500(1)	A	$10	740,000	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(2)	08/25/2026		J(3)			458,333	(2)	(2)	Class A Ordinary Shares	458,333	$0	12,000,000(4)	D(4)

1. Name and Address of Reporting Person^*

B&R Technology Sponsor LLC (Cayman)

(Last) (First) (Middle)

2300 WEST SAHARA AVENUE

(Street)

LAS VEGAS NEVADA 89102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Fletcher Steven C.

(Last) (First) (Middle)

2300 WEST SAHARA AVENUE

(Street)

LAS VEGAS NEVADA 89102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

1. Name and Address of Reporting Person^*

Authentic Founders LLC

(Last) (First) (Middle)

2300 WEST SAHARA AVENUE

(Street)

LAS VEGAS NEVADA 89102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Authentic Holdings LLC

(Last) (First) (Middle)

2300 WEST SAHARA AVENUE

(Street)

LAS VEGAS NEVADA 89102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VIEUX ALEX

(Last) (First) (Middle)

2300 WEST SAHARA AVENUE

(Street)

LAS VEGAS NEVADA 89102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share and one-third of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by B&R Technology Sponsor LLC (Cayman (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and B&R Technology Merger Corp.

2. As described in the registration statement on Form S-1 (File No. 333-297256) of B&R Technology Merger Corp. (the "Issuer") under the heading "Description of Securities - Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.

3. As contemplated in connection with the initial public offering of the Issuer, 458,333 Class B ordinary shares of the Issuer held by the Sponsor were returned to the Issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.

4. David York, Alex Vieux and Steven Fletcher are managing members of Sponsor. Alex Vieux and Steven Fletcher are managing members of Authentic Founders LLC, which is the managing member of Authentic Holders LLC, which is a member of Sponsor. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by Sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.

	/s/ Steven Fletcher	08/26/2026
	B&R Technology Sponsor LLC (Cayman)., By: /s/ Steven Fletcher, Name: Steven Fletcher, Title: Authorized Person	08/26/2026
	Authentic Founders, LLC By: /s/ Steven Fletcher, Name: Steven Fletcher, Title: Authorized Person	08/26/2026
	Authentic Holdings, LLC By: /s/ Steven Fletcher, Name: Steven Fletcher, Title: Authorized Person	08/26/2026
	/s/ Alex Vieux	08/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 4: SEC 1474 (03-26)