Market Technology Acquisition Corp

false --12-31 0002133136 0002133136 2026-07-23 2026-07-23 0002133136 MTAKU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember 2026-07-23 2026-07-23 0002133136 MTAKU:ClassOrdinarySharesParValue0.0001PerShareMember 2026-07-23 2026-07-23 0002133136 MTAKU:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-07-23 2026-07-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 28, 2026 ( July 23, 2026 ) Market Technology Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-43404 30-1492041 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 616 Mill Road Rhinebeck , NY 12572 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: ( 917 ) 362-1067 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-half of one redeemable warrant MTAKU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share MTAK 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 MTAKW 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 27, 2026, Market Technology Acquisition Corp (the “ Company ”) consummated its initial public offering (“ IPO ”), in which it issued and sold 20,500,000 units (the “ Units ”), including 500,000 Units issued pursuant to the partial exercise of the underwriters’ over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $205,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (the “ Class A Ordinary Shares ”), and one-half 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. 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. 333-296835) relating to the IPO (the “ Registration Statement ”): ● An Underwriting Agreement, dated July 23, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters identified therein, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. ● A Warrant Agreement, dated July 23, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference. ● An Investment Management Trust Agreement, dated July 23, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. ● A Registration Rights Agreement, dated July 23, 2026, by and among the Company and certain security holders, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference. ● A Private Placement Units Purchase Agreement, dated July 23, 2026 (the “ Sponsor Private Placement Units Purchase Agreement ”), by and between the Company and Market Technology Acquisition Sponsor LLC (the “ Sponsor ”), a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference. ● A Private Placement Units Purchase Agreement, dated July 23, 2026 (the “ BTIG Private Placement Units Purchase Agreement ” and, together with the Sponsor Private Placement Units Purchase Agreement, the “ Private Placement Units Purchase Agreements ”), by and between the Company and BTIG, LLC, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference. ● A Letter Agreement, dated July 23, 2026, by and among the Company, its officers and directors and the Sponsor, a copy of which is filed as Exhibit 10.5 hereto and incorporated herein by reference. ● An Administrative Services Agreement, dated July 23, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.6 hereto and incorporated herein by reference. 1 Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed the private placement of an aggregate of 712,500 units (the “ Private Placement Units ”) to the Sponsor and BTIG, LLC, the representative of the underwriters. The Private Placement Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $7,125,000. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. Of the 712,500 Private Placement Units, the Sponsor purchased 452,500 Private Placement Units and BTIG, LLC purchased 260,000 Private Placement Units. The Warrants included in the Private Placement Units are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to the private placements. 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 23, 2026, in connection with the IPO, Gary Greenberg was appointed to the board of directors of the Company (the “ Board ”). Each of Mr. Greenberg and existing directors Steve Sun and Raymond Tam were appointed to the Board’s Audit Committee, with Mr. Greenberg serving as chair of the Audit Committee. Each of Mr. Greenberg, Mr. Sun and Mr. Tam were appointed to the Board’s Compensation Committee, with Mr. Sun serving as chair of the Compensation Committee. On July 23, 2026, the Company entered into indemnity agreements with each of its directors and officers. These agreements require the Company to indemnify each of its officers and directors 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