Art Technology Acquisition Corp-A美股招股说明书(2026-01-07版)

Art Technology Acquisition Corp. 22,000,000Units Art Technology Acquisition Corp. is a blank check company incorporated as a Cayman Islands exemptedcompany for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,recapitalization, reorganization or similar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selected any specific businesscombination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directlyor indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone of our ClassA ordinary shares and one-fourth of one redeemable warrant. Each whole warrant entitles theholder thereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment asprovided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separationof the units and only whole warrants will trade. The warrants will become exercisable on the later of 30daysafter the completion of our initial business combination and 12months from the closing of this offering, andwill expire fiveyears after the completion of our initial business combination or earlier upon redemption orliquidation, as described in this prospectus. We have also granted the underwriters a 45-day option to purchaseup to an additional 3,300,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassAordinary shares upon the completion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below (net of amounts withdrawnto fund our working capital requirements, subject to an annual limit of $400,000 of the interest earned on thefunds held in the trust account, and to pay our taxes, other than excise taxes, if any (such amounts in theaggregate, “permitted withdrawals”)), divided by the number of then issued and outstanding ClassA ordinaryshares that were sold as part of the units in this offering, which we refer to collectively as our publicshares,subject to the limitations described herein. See “Summary—The Offering—Redemption rights forpublic shareholders upon completion of our initial business combination” and “Summary—TheOffering—Redemption of public shares and distribution and liquidation if no initial business combination” formore information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (asdefined under Section13 of the Securities ExchangeActof1934, asamended (the “ExchangeAct”), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not restrictour shareholders’ ability to vote all of their shares (including all shares held by those shareholders that holdmore than 15% of the shares sold in this offering) for or against our initial business combination. See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more of theshares sold in this offering if we hold shareholder vote” for further discussion on certain limitations onredemption rights. Except for income taxes and permitted withdrawals, the proceeds placed in the trust account and theinterest earned thereon shall not be used to pay for possible excise tax or any other fees or taxes that may belevied on the Company pursuant to any current, pending or future rules or laws, including without limitation anyexcise tax due under the Inflation Reduction Actof2022 on any redemptions or share buybacks by theCompany. If we have not completed our initial business combination within 24months from the closing of thisoffering, or 27months from the closing of this offering if we have executed a definitive agreement for our initialbusiness combination within 24months from the closing of this offering but have not completed our initialbusiness combination within Table of Contents such 24-month period, we will redeem 100% of the public shares at a per-share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals andup to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstandingpublic shares, subject to applicable law and as further