B&R Technology Merger Corp-A美股招股说明书(2026-07-21版)

B&R Technology Merger Corp. 32,500,000 Units B&R Technology Merger Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting amerger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses,which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not,nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initialbusiness combination target in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassA ordinary share andone-third of one warrant. Each whole warrant entitles the holder thereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject toadjustment as described in this prospectus, and only whole warrants are exercisable. The warrants will become exercisable 30days after the completionof our initial business combination, and will expire fiveyears after the completion of our initial business combination or earlier upon redemption orliquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants for cash oncethe warrants become exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have alsogranted the underwriter a 45-day option to purchase up to an additional 4,875,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares upon the completion ofour initial business combination at a per-share price described herein, payable in cash, equal to the aggregate amount then on deposit in the trust accountdescribed below as of twobusiness days prior to the consummation of our initial business combination, including interest earned on the funds held in thetrust account (net of amounts permitted to be withdrawn to pay our taxes (“permitted withdrawals”)), divided by the number of then outstanding ClassAordinary shares that were sold as part of the units in this offering. We will have 24months from the closing of this offering to consummate an initialbusiness combination (or 27months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitiveagreement for an initial business combination within 24months from the closing of this offering; no redemption rights shall be offered to our publicshareholders in connection with any such extension from 24months to 27months if we have executed a letter of intent, agreement in principle ordefinitive agreement for an initial business combination within 24months from the closing of this offering) or until such earlier liquidation date as ourboard of directors may approve, to consummate an initial business combination, which we refer to herein as the completion window. If we anticipatethat we may be unable to consummate our initial business combination within such 24-month period (or up to 27months if we extend the period of timeto consummate our initial business combination in accordance with the terms described in this prospectus), we may seek shareholder approval to amendour amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. Ifwe seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price,payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less permitted withdrawals),divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial businesscombination within the completion window (or such later date as approved by our shareholders), or by such earlier liquidation date as our board ofdirectors may approve, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit inthe trust account, including interest earned thereon (less permitted withdrawals and up to $100,000 of interest income to pay dissolution expenses),divided by the number of then Table of Contents issued and outstanding public shares, subject to applicable law and certain conditions as further described herein.See “Summary—TheOffering—Redemption rights for public shareholders upon completion of our initial business combination” on page40 — and“Summary—The Offering—Redemption of public shares and distribution and liquidation if no initial business combination” onpage46—for more information. Notwithstanding the foregoing redemp