Art Technology Acquisition Corp.

Art Technology Acquisition Corp. (ARTC) is a blank check company, or Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on August 22, 2025, with the sole purpose of effecting a business combination such as a merger, share exchange, or asset acquisition with one or more businesses ¹. The company has not generated any operating revenues to date and does not expect to do so until it completes its initial business combination ². ARTC intends to concentrate its efforts on identifying companies in the technology, art, financial services, and adjacent sectors that power transformation and innovation, though it is not restricted to these industries ³. The company's business model is to identify, evaluate, acquire, and operate a target business, leveraging the experience of its board of directors and CEO in these sectors ⁴.

ARTC's acquisition criteria include seeking businesses with a history or potential for strong, sustainable recurring and predictable revenue streams, strong and experienced management teams, opportunities for add-on acquisitions, a differentiated business niche with competitive advantages, and a diversified customer and supplier base ⁵. The company believes its competitive strengths lie in its management's operating and investing experience, an established deal sourcing network within the art, technology, and investment banking industries, a strong financial position and flexibility with a trust account initially holding $253,000,000 ⁶, and its status as an existing public company offering an alternative to a traditional IPO for target businesses ⁷.

For the period from August 22, 2025 (inception) through December 31, 2025, ARTC reported a net loss of $117,419 ⁸, which consisted of formation, general, and administrative costs ⁹. As of December 31, 2025, the company had no cash and a working capital deficit of $351,878 ¹⁰. Subsequent to this period, on January 7, 2026, ARTC consummated its initial public offering of 22,000,000 units, generating gross proceeds of $220,000,000 ¹¹. The underwriters fully exercised their over-allotment option on January 24, 2026, resulting in the sale of an additional 3,300,000 units on January 26, 2026, for total gross proceeds of $33,000,000, bringing the aggregate gross proceeds from the IPO to $253,000,000 ¹². Simultaneously, ARTC sold 825,000 placement units at $10.00 per unit in a private placement to its sponsor and Clear Street, generating $8,250,000 ¹³. Following these closings, an aggregate of $253,000,000 was placed in a trust account ¹⁴. The company incurred $15,735,399 in total transaction costs related to the initial public offering, including $4,400,000 in cash underwriting fees, $10,780,000 in deferred underwriting commissions, and $555,399 in other offering costs ¹⁵.

ARTC intends to use substantially all of the funds held in the Trust Account, including any interest earned (net of permitted withdrawals and excluding deferred underwriting commissions), to complete its Business Combination ¹⁶. If its share capital or debt is used as consideration, the remaining proceeds in the Trust Account will be allocated as working capital for the acquired business's operations, other acquisitions, and growth strategies ¹⁷. Funds held outside the Trust Account are primarily designated for identifying and evaluating target businesses, conducting due diligence, travel, reviewing corporate documents, and structuring and negotiating a Business Combination ¹⁸.

To finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate, or certain officers and directors, may provide loans, though they are not obligated to do so ¹⁹. If a Business Combination is completed, these Working Capital Loans would be repaid; otherwise, they may be repaid from working capital held outside the Trust Account, but not from Trust Account proceeds ²⁰. Up to $2,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post-Business Combination entity at a price of $10.00 per unit at the lender's option ²¹. The company does not anticipate needing to raise additional funds for operating its business, but acknowledges that if its cost estimates for identifying and completing a Business Combination are inaccurate, it may have insufficient funds ²². Additional financing may also be required to complete a Business Combination or if a significant number of public shares are redeemed, potentially through additional securities issuance or debt incurrence ²³.

ARTC has entered into an agreement with Art Technology Sponsor, LLC, commencing January 6, 2026, to pay $30,000 per month for office space, utilities, administrative, and shared personnel support services until a Business Combination or liquidation ²⁴. Additionally, commencing October 1, 2025, the company agreed to pay its Chief Operating Officer up to $8,333 per month ²⁵, and commencing January 5, 2026, its Chief Financial Officer up to $12,500 per month ²⁶. The underwriters are entitled to deferred commissions of $10,780,000, which will be released upon completion of an initial Business Combination, with up to 75% payable at the company's sole discretion ²⁷.

The company must complete its initial business combination within the "completion window," which is the period ending on January 7, 2028, or April 7, 2028, if a definitive agreement is executed by January 7, 2028 ²⁸. If unable to complete a business combination within this timeframe, ARTC will cease operations, redeem its public shares at approximately $10.00 per share (net of permitted withdrawals and up to $100,000 for dissolution expenses) ²⁹, and liquidate ³⁰. The company does not expect to extend the time period beyond 36 months from the closing of the initial public offering ³¹.

ARTC faces several material risks, including the possibility that public shareholders may not have an opportunity to vote on a proposed business combination, as the company may complete a transaction without seeking shareholder approval unless required by law or Nasdaq rules ³². The sponsor, officers, and directors have agreed to vote their founder shares and placement shares, representing approximately 26.2% of issued and outstanding ordinary shares, in favor of any initial business combination, potentially influencing the vote regardless of public shareholder sentiment ³³. The ability of public shareholders to redeem shares for cash may make the company's financial condition unattractive to potential targets, potentially hindering the completion of a desirable business combination or optimizing its capital structure ³⁴. The requirement to complete a business combination within the prescribed timeframe may give target businesses leverage in negotiations and limit due diligence capabilities as the deadline approaches ³⁵. Insufficient net proceeds outside the trust account could limit the search for a target, making the company dependent on loans from its sponsor or management ³⁶. Global geopolitical conditions, such as the Russia-Ukraine conflict and Middle East conflict, and related sanctions, could adversely affect the search for a business combination, impacting market volatility, liquidity, and third-party financing availability ³⁷. Changes in international trade policies and tariffs could also negatively affect the attractiveness of targets or the performance of a post-combination company ³⁸. The company may be deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrict activities, making it difficult to complete a business combination ³⁹. The Inflation Reduction Act of 2022's excise tax on stock repurchases may decrease the value of securities, hinder business combination efforts, and reduce funds available for liquidation distributions ⁴⁰.

Management's message emphasizes leveraging the team's extensive experience in technology, art, financial services, and investment banking to identify, evaluate, acquire, and operate a target business. Daniel G. Cohen, CEO and Chairman, has significant experience in financial services and financial technology, including operating public companies ⁴¹. Katherine E. Fleming, Vice Chairman, brings extensive financial and scholastic experience, particularly in arts and education leadership ⁴². R. Maxwell Smeal, CFO, has a background in finance and deal advisory ⁴³, and Emmanuelle Cohen, COO, has experience in litigation, employment, and corporate law, as well as digital fashion and technology ⁴⁴. The strategic priorities are clearly centered on identifying a suitable target business within the completion window, which ends on January 7, 2028, or April 7, 2028, if a definitive agreement is signed by the earlier date ⁴⁵. Management intends to pursue businesses with recurring revenue, strong management teams, opportunities for add-on acquisitions, differentiated niches, and diversified customer/supplier bases ⁴⁶. They highlight the company's strong financial position, with $253,000,000 initially in the trust account ⁴⁷, and its public company status as attractive to potential targets. Management acknowledges the potential need for additional financing to complete a business combination or fund operations of an acquired business, with up to $2,500,000 in working capital loans from the sponsor or affiliates potentially convertible into units at $10.00 per unit ⁴⁸.