Item 5. Market for Registrant’s Common Equity
Item 5. MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our units commenced public
trading on January 6, 2026, and our Class A ordinary shares and warrants commenced separate trading on February 27, 2026. Our Class A
ordinary shares, warrants and units are each listed on the NASDAQ Global Market under the symbols ARTC, ARTCW and ARTCU, respectively.
Holders
On March 13, 2026, the numbers of record holders of the Company’s
Class A ordinary shares, units and warrants were 1, 3 and 1, respectively, not including beneficial holders whose securities are held
in street name.
Dividends
We have not paid any cash
dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our
initial business combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors
is not currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable future. Further, if we incur
any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.
Securities Authorized for Issuance Under Equity
Compensation Plans
None.
Recent Sales of Unregistered Securities and
Use of Proceeds
Unregistered Sales of Equity Securities
On January 7, 2026, we sold
825,000 placement units in a private placement for an aggregate purchase price of $8,250,000, or $10.00 per unit, to the sponsor and Clear
Street pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act. Each placement unit consists of
one Class A ordinary share and one fourth of a placement warrant. The placement warrants are identical to the warrants included in the
units issued in the initial public offering, except that (1) they will not be redeemable by us; (2) they (including the Class A ordinary
shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until
30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4)
they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.
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Use of Proceeds
On January 7, 2026, we consummated
the initial public offering of 22,000,000 units, generating gross proceeds of $220,000,000. Each unit consists of one Class A ordinary
share and one fourth of one warrant, where each whole warrant entitles the holder to purchase one Class A ordinary share at 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 additional
units solely to cover over-allotments, if any. On January 24, 2026, the underwriters fully exercised their over-allotment option, resulting
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 gross
proceeds of the initial public offering to $253,000,000.
Clear Street acted as sole
book-running manager of the initial public offering. The securities sold in the initial public offering were registered under the Securities
Act on a registration statement on Form S-1 (File No. 333-291966). The SEC declared the registration statement effective on January 5,
2026.
We incurred a total of $15,735,399
in transaction costs related to the initial public offering. We paid a total of $4,400,000 in cash underwriting discounts and commissions
and $555,399 in other costs and expenses related to the initial public offering. In addition, the underwriter agreed to defer $10,780,000
in underwriting discounts and commissions, which would be payable only upon consummation of an initial business combination.
Following the closing of the
initial public offering (including the over-allotment option) and the private placement, an amount of $253,000,000 ($10.00 per unit) from
the net proceeds from the sale of the units in the initial public offering (including pursuant to the over-allotment option) and the placement
units in the private placement was placed in the trust account.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
Item 6. [RESERVED]