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): July 2022, 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 1.01. Entry into a Material Definitive Agreement.

On July 22, 2026, B&R Technology Merger Corp. (the “Company”) consummated its initial public offering (“IPO”) of 32,500,000 units (the “Units”). The Company has granted the underwriter a 45-day option to purchase up to an additional 4,875,000 units at the initial public offering price to cover over-allotments, if any. 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.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1 (File No. 333-297256) for the IPO, originally filed with the U.S. Securities and Exchange Commission on July 2, 2026, as amended, the “Registration Statement”):

• An Underwriting Agreement, dated July 20, 2026, by and between the Company and Citigroup Global Markets Inc., as the underwriter, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

• A Public Warrant Agreement, dated July 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

• A Private Warrant Agreement, dated July 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated herein by reference.

• An Investment Management Trust Agreement, dated July 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

• A Registration Rights Agreement, dated July 20, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

• A Private Placement Units Purchase Agreement, dated July 20, 2026, (the “Private Placement Units Purchase Agreement”), by and between the Company and the Company’s sponsor, B&R Technology Sponsor LLC (Cayman) (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

• A Letter Agreement, dated July 20, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

• An Administrative Services and Indemnification Agreement, dated July 20, 2026, by and between the Company, the Sponsor, Authentic Holdings LLC and Jess Enterprises, Inc., a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

• Indemnification Agreements, dated July 20, 2026, by and among the Company and each director and officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 687,500 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $ 6,875,000. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. 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.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 20, 2026, in connection with the IPO, Jeff Clarke, Raymond Bingham, David Golden and Renee R. LaBran were appointed to the board of directors of the Company (the “Board”). Effective July 20, 2026, each of Jeff Clarke, Raymond Bingham and David Golden were appointed to the Board’s Audit Committee, with Jeff Clarke serving as chair of such Committee. Each of Raymond Bingham, David Golden and Renée E. LaBran were appointed to the Board’s Compensation Committee, with Raymond Bingham serving as chair of such Committee.

On July 20, 2026, the Company entered into indemnification agreements with each of the directors and executive officers, which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnification agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnification agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on July 20, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

AOn ~~total of $325~~July 22,~~000,000,~~ ~~comprised of $320~~2026,~~125,000~~ ofB&R ~~the~~Technology ~~net~~Merger ~~proceeds~~Corp. ~~from~~ (the ~~IPO~~“Company”) ~~(which~~consummated ~~amount~~its ~~includes~~initial uppublic tooffering ~~$13,000,000~~(“IPO”) of ~~the underwriter’s deferred discount) and $4~~32,~~875~~500,000 ofunits (the ~~proceeds~~“Units”). ofThe ~~the~~Company ~~sale~~has ofgranted the ~~Private~~underwriter ~~Placement Units, was placed in~~ a ~~U.S.~~ 45-~~based trust account maintained by Continental Stock Transfer~~day &option ~~Trust Company, acting as trustee. Except with respect~~ to ~~interest~~purchase ~~earned~~up ~~on the funds in the trust account that may be released~~ to ~~the~~an ~~Company~~additional ~~to pay its taxes (aside from excise taxes) and dissolution expenses up to $100~~4,875,000 units inat ~~case~~ the ~~Company~~initial ispublic ~~unable~~offering price to ~~effect~~cover aover-allotments, ~~business~~if ~~combination~~any. Each ~~within~~Unit ~~the~~consists ~~timeframe specified in its Amended and Restated Memorandum and Articles~~ of ~~Association~~one orClass A ~~the~~ordinary ~~Company’s~~share ~~board~~ of ~~directors determines to terminate~~ the ~~period in which the~~ Company ~~must consummate a business combination pursuant to its Amended and Restated Memorandum and Articles of Association~~, ~~the~~par ~~funds~~value ~~held~~$0.0001 inper ~~the~~share ~~trust account will not be released from~~ (the ~~trust account until the earliest of (i)~~“Class ~~the~~A ~~completion~~Ordinary ~~of the Company’s initial business combination~~Shares”), ~~(ii) the~~and ~~redemption~~one-third of ~~the~~one ~~Company’s~~redeemable ~~public~~warrant ~~shares if it is unable to complete its initial business combination within 24 months from the closing~~ of the ~~IPO~~Company (oreach, ~~27 months from the closing of the IPO if the Company has executed~~ a ~~letter of intent~~“Warrant”), ~~agreement~~with ineach ~~principle~~whole orWarrant ~~definitive~~entitling ~~agreement for an initial business combination within 24 months from~~ the ~~closing~~holder ofthereof ~~the IPO), subject~~ to ~~applicable~~purchase ~~law,~~one ~~and (iii)~~Class ~~the~~A ~~redemption~~Ordinary ofShare ~~the~~for ~~Company’s~~$11.50 ~~public~~per ~~shares~~share. ~~properly~~The ~~submitted~~Units inwere ~~connection~~sold ~~with~~at a ~~shareholder~~price ~~vote to amend the Company’s Amended and Restated Memorandum and Articles~~ of ~~Association~~$10.00 toper ~~modify~~Unit, ~~the~~generating ~~substance~~gross orproceeds ~~timing of its obligation~~ to ~~redeem 100% of~~ the Company’s ~~public shares if it has not consummated an initial business combination within 24 months from the closing~~ of ~~the IPO (or 27 months from the closing of the IPO if the Company has executed a letter of intent~~$325, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the IPO) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity000,000.

OnSimultaneously ~~July 20,~~with ~~2026~~the closing of the IPO, the Company ~~issued~~completed athe ~~press~~private ~~release~~sale ~~announcing~~ (the ~~pricing~~“Private Placement”) of an aggregate of 687,500 units (the ~~IPO~~“Private Placement Units”) to B&R Technology Sponsor LLC (Cayman), the Company’s sponsor, at a ~~copy~~purchase price of ~~which~~$10.00 isper ~~attached~~Private asPlacement ~~Exhibit~~Unit, ~~99.1~~generating togross ~~this~~proceeds ~~Current~~to ~~Report~~the onCompany ~~Form~~of ~~8-K~~$6,875,000.

OnA ~~July 22~~total of $325,000,000, ~~2026~~or $10.00 per Unit, of the ~~Company~~proceeds ~~issued~~from athe ~~press~~IPO ~~release~~(which ~~announcing~~amount ~~the~~includes ~~closing~~up to $13,000,000 of the ~~IPO,~~underwriter’s adeferred ~~copy~~discount) and the sale of ~~which~~the isPrivate ~~attached~~Placement asUnits, ~~Exhibit~~was 99placed in a U.2S.-based totrust ~~this~~account ~~Current~~maintained ~~Report~~by onContinental ~~Form~~Stock ~~8-K~~Transfer & Trust Company, acting as trustee.

An audited balance sheet as of July 22, 2026, reflecting the receipt of the proceeds from the IPO and the Private Placement, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:


Exhibit No.		Description

99.1		Audited Balance Sheet as of July 22, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

ExhibitNo.		Description
1.1		Underwriting Agreement, dated July 20, 2026, by and between the Company and Citigroup Global Markets Inc., as the underwriter.
3.1		Amended and Restated Memorandum and Articles of Association of the Company.
4.1		Public Warrant Agreement, dated July 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
4.2		Private Warrant Agreement, dated July 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1		Investment Management Trust Agreement, July 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.2		Registration Rights Agreement, dated July 20, 2026, by and among the Company and certain security holders.
10.3		Private Placement Units Purchase Agreement dated July 20, 2026, by and between the Company and the Sponsor.
10.4		Letter Agreement, dated July 20, 2026, by and among the Company, its officers, directors, and the Sponsor.
10.5		Administrative Services and Indemnification Agreement, dated July 20, 2026, by and between the Company, the Sponsor, Authentic Holdings, LLC and Jess Enterprises, Inc.
10.6		Form of Indemnification Agreement.
99.1		Press Release, dated July 20, 2026.
99.2		Press Release, dated July 22, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

/s/ David York

David York

Chief Executive Officer

Dated: July 22, 2026

Dated: July 30, 2026

Filing Compare · B&R Technology Merger Corp.