{"url_path":"/sec/artcw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2086545/0001213900-26-055078-index.html","accession_number":"0001213900-26-055078","cik":"0002086545","ticker":"ARTC","issuer_name":"Art Technology Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2086545/0001213900-26-055078-index.html","primary_entity_key":"0002086545","primary_entity_name":"Art Technology Acquisition Corp."},"word_count":429,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.\n\n \n\nOn January 7, 2026, we consummated\nthe Initial Public Offering of 22,000,000 Units at $10.00 per Unit, generating gross proceeds of $220,000,000. Each Unit consists of one\nClass A ordinary share and one fourth of one warrant, where each whole warrant entitles the holder to purchase one Class A ordinary share\nat an exercise price of $11.50 per share, subject to adjustment.  We granted the underwriters a 45-day option to purchase up to 3,300,000\nadditional Units solely to cover over-allotments, if any. On January 24, 2026, the underwriters fully exercised their over-allotment option,\nresulting in the sale on January 26, 2026 of an additional 3,300,000 Units for total gross proceeds of $33,000,000, bringing the aggregate\ngross proceeds of the Initial Public Offering to $253,000,000.\n\n \n\nClear Street LLC acted as\nsole book-running manager of the Initial Public Offering. The securities in the Initial Public Offering were registered under the Securities\nAct on a registration statement on Form S-1 (No. 333-291966). The Securities and Exchange Commission declared the registration statement\neffective on January 5, 2026.\n\n \n\nSimultaneously with the closing\nof the Initial Public Offering, we consummated the sale of 825,000 Private Placement Units at a price of $10.00 per Private Placement\nUnit, in a private placement to the Sponsor and the representative of the underwriters, generating gross proceeds of $8,250,000. Each\nPrivate Placement Unit consists of one Class A ordinary share (“Placement Share” or, collectively, “Placement Shares”)\nand one-fourth of one warrant (the “Placement Warrants”). Each whole Placement Warrant entitles the holder to purchase one\nPlacement Share at a price of $11.50 per share, subject to adjustment. Of those 825,000 Private Placement Units, the Sponsor purchased\n530,000 Private Placement Units and Clear Street purchased 295,000 Private Placement Units. The issuance was made pursuant to the exemption\nfrom registration contained in Section 4(a)(2) of the Securities Act.\n\n \n\nThe Placement Warrants are\nidentical to the Public Warrants, except that the Placement Warrants are not transferable, assignable or salable until after the completion\nof a Business Combination, subject to certain limited exceptions.\n\n \n\nOf the gross proceeds received\nfrom the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Units, an aggregate\nof $253,000,000 was placed in the Trust Account.\n\n \n\nTransaction costs amounted\nto $15,735,399, consisting of $4,400,000 of cash underwriting fee, $10,780,000 of deferred underwriting commissions, and $555,399 of other\noffering costs.\n\n \n\nFor a description of the\nuse of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q."}