v3.26.1
Description Of Organization And Business Operations
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description Of Organization And Business Operations
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Organization and General
B&R Technology Merger Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 25, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company may pursue an initial Business Combination target in any industry. As of June 30, 2026, the Company had not entered into a definitive agreement with any specific Business Combination target.
As of June 30, 2026, the Company had not commenced operations. All activity for the period from November 25, 2025 (inception) through June 30, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. Following the Initial Public Offering, the Company generates
non-operating
income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
Sponsor and Initial Public Offering
The Registration Statement on Form
S-1
for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2026 (File
No. 333-297256),
was declared effective on July 20, 2026 (the “IPO Registration Statement”). On July 22, 2026, the Company consummated the
i
nitial
p
ublic
o
ffering of 32,500,000 units (the “Public Units”) at $10.00 per Public Unit, generating gross proceeds of $325,000,000 (the “Initial Public Offering”), as discussed in Note 3. Each Public Unit consists of one Class A ordinary share 
of the
Company,
 
par value $0.0001 per share (
collectively,
the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”), and
one-third
of one redeemable warrant (
collectively,
the “Public Warrant
s
”). Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment.
Simultaneously with the closing of the Initial Public Offering on July 22, 2026, the Company’s sponsor, B&R Technology Sponsor LLC (the “Sponsor”) purchased in a private placement an aggregate of 687,500 units (the “Private Placement Units,” and together with the Public Units, the “Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,875,000 (the “Private Placement”), as discussed in Note 4. Each Private Placement Unit consists of one Class A Ordinary Share and
one-third
of one warrant (the “Private Placement Warrant,” together with the Public Warrants, the “Warrants”). Each whole Private Placement Warrant entitles the holder
thereof
to purchase one Class A
O
rdinary
S
hare at a price of $11.50 per share, subject to
adjustment.
The Company granted Citigroup Global Markets Inc., the underwriter of the Initial Public Offering (the “Underwriter”), a 45-day option to purchase up to an additional 4,875,000 units (the “Option Units”) at the Initial Public Offering price to cover over-allotments (the “Over-Allotment Option”), if any. On 
August 25, 2026, the Company closed the issuance and sale of 3,500,000
 Option Units in connection with the Underwriter’s partial exercise of the Over-Allotment Option. The Option Units were sold at a price of $
10.00
per Option Unit, generating gross proceeds to the Company of $
35,000,000. The Underwriter forfeited the remaining 1,375,000 Option Units. Simultaneously with the closing of the sale of the Option Units, the Company completed the
p
rivate
p
lacement of an additional 52,500 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating gross
additional
proceeds
 
to the
Company
of $525,000. A total of $35,000,000 of the proceeds from the sale of the Option Units was deposited in the Trust Account, bringing the aggregate proceeds from the Initial Public Offering and Private Placement deposited in the Trust Account to $360,000,000.
Transaction
costs amounted to $20,429,549, consisting of $5,400,000
 
of cash underwriting fees, the Deferred Fee (as defined in Note 6) of $
14,400,000, and $629,549 of other offering costs.
 
The Company’s executive officers and directors (“Management” or “Management Team”) have broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating an initial Business Combination (less the Deferred Fee and taxes payable, if any, on the income earned from the Trust Account (as defined below)).
The initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80
% of the net balance in the Trust Account (excluding the amount of the Deferred Fee held and taxes payable, if any, on the income earned from the Trust Account) at the time of signing an agreement to enter into a Business Combination. However, the Company will only complete an initial Business Combination if the post-initial Business Combination company owns or acquires 
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect an initial Business Combination.
The Trust Account
Following the closing of the Initial Public Offering and Private Placement on July 22, 2026, and the partial exercise of the Over-Allotment Option by the Underwriter on August 25, 2026, an amount of $
360,000,000 ($10.00
per Public Unit) from the net proceeds of the Initial Public Offering, the Private Placement, and the partial exercise of the Over-Allotment Option was placed in a trust account located in the United States (the “Trust Account”) with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and which are initially invested only in U.S. government treasury obligations with a maturity of one hundred eighty-five
 (185) 
days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government obligations and, may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. 
The Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) provide that, other than for taxes, if any, none of the funds held in the Trust Account will be released until the earlier of (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares, that have been properly submitted in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (A) the substance or timing of its obligation to redeem
 100%
of the Public Shares if it does not complete an initial Business Combination by July 22, 2028 (or October 22, 2028 if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by July 22, 2028) (the “Combination Period”) or (B) any other provision relating to the rights of holders of the Public Shares (the “Public Shareholders”) or pre-initial Business Combination activity; and (iii) the redemption of
 100%
of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Public Shareholders.
Initial Business Combination
Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at
least 80%
 
of the assets held in the Trust Account (excluding the Deferred Fees and taxes payable on income earned on the Trust Account, if any) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination.
 
The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek shareholder approval of the initial Business Combination at a meeting called for such purpose in connection with which Public Shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (net of amounts to pay taxes, if any), (ii) provide Public Shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest less taxes payable, if any. The decision as to whether the Company will seek shareholder approval of the initial Business Combination or will allow Public Shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under The Nasdaq Stock Market LLC (“Nasdaq”) rules.
Pursuant to the Amended and Restated Articles, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned (which interest shall be net of taxes, if any, and up to $
100,000
of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors (the “Board”), dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in Note 5) held by them if the Company fails to complete the initial Business Combination within the Combination Period. However, if the Sponsor and Management Team acquires Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period. The Class A Ordinary Shares subject to redemption have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).
In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference over the Ordinary Shares (as defined in Note 2). The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Ordinary Shares, except that the Company will provide its Public Shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the initial Business Combination, subject to the limitations described herein.
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in
the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.