v3.26.1
Related Party Transactions
3 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On August 27, 2025, the Company issued an aggregate of 8,650,000 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.003 per share) from Art Technology Sponsor, LLC to cover certain expenses on behalf of the Company. On September 9, 2025, the Company issued an additional 50,000 Founder Shares to Art Technology Sponsor, LLC, and on October 28, 2025, the Company issued an additional 8,333 Founder Shares to Art Technology Sponsor, LLC, resulting in Art Technology Sponsor, LLC holding a total of 8,708,333 Founder Shares. All share and per share data has been retroactively presented. The Founder Shares included an aggregate of up to 1,100,000 shares, which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised within the 45-day period following the closing of the Initial Public Offering. The amount of the forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the number of Founder Shares will equal 25% of the Company’s issued and outstanding shares after the Initial Public Offering and the private placement. In connection with the consummation of the private placement, Art Technology Sponsor, LLC forfeited 100,000 Founder Shares and Clear Street purchased 100,000 Founder Shares from the Company. On January 26, 2026, the underwriters exercised their over-allotment option in full, as such, the 1,100,000 Founder Shares are no longer subject to forfeiture.

 

The Sponsor and Clear Street have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (A) one year after the completion of the Business Combination; and (B) subsequent to the Business Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 

Administrative Support Agreement

 

The Company entered into an agreement with Art Technology Sponsor, LLC, commencing on January 6, 2026 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay Art Technology Sponsor, LLC or its affiliate or designee a total of $30,000 per month for office space, utilities, administrative and shared personnel support services. For the three months ended March 31, 2026, the Company incurred and paid $90,000 in fees for these services.

 

Service Agreement

 

The Company has agreed, commencing on October 1, 2025 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay its Chief Operating Officer up to $8,333 per month. For the three months ended March 31, 2026, the Company incurred and paid $25,000 in fees for these services, of which such amount is recorded within general and administrative fees on the accompanying unaudited condensed statement of operations.

 

In addition, the Company has agreed, commencing on January 5, 2026 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay its Chief Financial Officer up to $12,500 per month. For the three months ended March 31, 2026, the Company incurred $37,500 in fees for these services, of which such amount is recorded within general and administrative fees on the accompanying unaudited condensed statement of operations. Of these fees, $29,667 were paid and $7,833 are included in the accrued expenses line in the accompanying unaudited condensed balance sheets.

 

Promissory Note — Related Party

 

On August 27, 2025, the Company issued an unsecured promissory note to Art Technology Sponsor, LLC (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000.

 

The Promissory Note is non-interest bearing and payable on the earlier of (i) September 30, 2026 or (ii) the consummation of the Initial Public Offering. The Company borrowed a total of $194,453 under the Promissory Note, which was repaid at the closing of the Initial Public Offering on January 7, 2026. Borrowings under the Promissory Note are no longer available.

 

Related Party Loans

 

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, loan the Company additional funds to fund additional working capital requirements and transaction costs (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of such Working Capital Loans may be convertible at the option of the lender into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of March 31, 2026 and December 31, 2025, there were no amounts outstanding under the Working Capital Loans.