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ARC Group Acquisition I flagged on $1m Nasdaq warrant rule

ARC Group Acquisition I Corp. (ARCL) reported that on August 27, 2026 it received a Nasdaq deficiency notice because the aggregate market value of its outstanding warrants fell below the $1 million minimum required under Nasdaq Listing Rule 5452(b)(C).

(High)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

ARC Group Acquisition I Corp. (ARCL) reported that on August 27, 2026 it received a Nasdaq deficiency notice because the aggregate market value of its outstanding warrants fell below the $1 million minimum required under Nasdaq Listing Rule 5452(b)(C). The company has 45 days, until October 12, 2026, to submit a compliance plan, after which Nasdaq may grant up to 180 additional days, through February 23, 2027, to regain compliance. The notice affects only the company’s warrants (ARCLW) and does not currently impact the listing or trading of its other securities. The company intends to submit a plan but notes there is no assurance it will regain or maintain compliance; a delisting determination could be appealed to a Nasdaq hearings panel.

Positive

  • None.

Negative

  • Nasdaq notified the company that its warrants no longer meet the $1 million aggregate market value requirement under Listing Rule 5452(b)(C), creating a risk of future warrant delisting if compliance is not regained.

Insights

Analyzing...

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum aggregate market value of outstanding warrants required $1,000,000 Nasdaq Global Market continued listing standard under Listing Rule 5452(b)(C)
Plan submission deadline October 12, 2026 45 calendar days from August 27, 2026 deficiency notice to submit plan to Nasdaq
Maximum potential compliance extension period 180 days to February 23, 2027 Latest date Nasdaq may allow to evidence compliance if it accepts the plan
Warrant exercise price $11.50 per share Each warrant exercisable for one Class A ordinary share at this price
Nasdaq Listing Rule 5452(b)(C) regulatory
"continued listing criteria set forth in the Nasdaq Listing Rule 5452(b)(C)"
aggregate market value of its outstanding warrants financial
"since the Company’s aggregate market value of its outstanding warrants was less than $1 million"
continued listing criteria regulatory
"no longer in compliance with the Nasdaq Global Market continued listing criteria"
A set of financial, reporting and corporate-governance requirements that a company must meet to remain listed on a stock exchange. Think of it like the rules and upkeep for a membership card: if a company fails to maintain minimum share price, market value, timely reports or other standards, the exchange can warn, suspend or remove the stock. For investors this matters because falling below these standards can reduce liquidity, increase risk and lead to sudden price drops or forced sales.
hearings panel regulatory
"Nasdaq rules permit the Company to appeal the decision to a hearings panel"
A hearings panel is a review body at a stock exchange that hears the case when the exchange has decided a company no longer qualifies to keep its shares listed. The company presents a plan to regain compliance, and the panel decides whether the listing continues, on what conditions, and for how long. The decision can keep a stock trading or end its listing.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What Nasdaq deficiency did ARC Group Acquisition I Corp. (ARCL) disclose?

Nasdaq notified the company on August 27, 2026 that the aggregate market value of its outstanding warrants had fallen below the required $1 million threshold under Nasdaq Listing Rule 5452(b)(C), triggering a continued listing deficiency for its warrants.

Which ARC Group Acquisition I Corp. (ARCL) securities are affected by the Nasdaq notice?

The notice applies only to the company’s warrants (ARCLW). ARC Group Acquisition I Corp. states that the deficiency notice has no current effect on the listing or trading of its other securities, including its units, Class A ordinary shares, and rights.

How long does ARC Group Acquisition I Corp. (ARCL) have to address the Nasdaq warrant deficiency?

The company has 45 calendar days from the August 27, 2026 notice, or until October 12, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 days, through February 23, 2027, to evidence compliance.

Is ARC Group Acquisition I Corp. (ARCL) facing immediate delisting of its warrants?

No. The company states the notice is a notification of deficiency only and has no current effect on the listing or trading of its warrants. However, if it fails to regain compliance, Nasdaq could later notify the company that the warrants are subject to delisting.

Can ARC Group Acquisition I Corp. (ARCL) appeal if Nasdaq decides to delist its warrants?

Yes. The company explains that if Nasdaq rejects its compliance plan or later determines to delist the warrants, Nasdaq rules allow an appeal to a hearings panel to challenge any delisting determination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 27, 2026

 

ARC Group Acquisition I Corp

(Exact name of registrant as specified in its charter)

 

British Virgin Islands   001-43253   N/A

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

398 S Mill Avenue, Suite 306, Tempe, AZ 85284

(Address of principal executive offices, including zip code)

 

(928) 625-0928

(Registrant’s telephone number, including area code)

 

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, par value $0.0001 per share, one warrant, and one right to acquire 1/4th of one Class A ordinary share   ARCLU   The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the Units   ARCL   The Nasdaq Stock Market LLC
Rights included as part of the Units   ARCLR   The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   ARCLW   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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On August 27, 2026, ARC Group Acquisition I Corp (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that since the Company’s aggregate market value of its outstanding warrants was less than $1 million, the Company’s warrants are no longer in compliance with the Nasdaq Global Market continued listing criteria set forth in the Nasdaq Listing Rule 5452(b)(C), which requires the Company to maintain an aggregate market value of its outstanding warrants of at least $1 million (the “Notice”).

 

The Notice additionally indicates that, pursuant to the Listing Rules, the Company has 45 calendar days to submit a plan to regain compliance, and that the Company’s plan must be submitted to Nasdaq no later than October 12, 2026. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice, or until February 23, 2027, to evidence compliance. If Nasdaq were to reject the Company’s plan, Nasdaq rules permit the Company to appeal the decision to a hearings panel.

 

The Notice serves only as a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s warrants on the Nasdaq Global Market. Additionally, the Notice relates only to the Company’s warrants and will have no effect on the listing or trading of the Company’s other securities. The Company intends to submit a plan to regain compliance within the 45 calendar day submission period, and, if Nasdaq accepts the plan to regain compliance, to subsequently regain compliance with Rule 5452(b)(C) within the compliance period granted by Nasdaq. While the Company is exercising diligent efforts to maintain the listing of its warrants on the Nasdaq Global Market, there can be no assurance that the Company will be able to regain or maintain compliance with the aggregate market value of outstanding warrants requirement of the Nasdaq Global Market. In addition, if the Company does not regain compliance by the end of the compliance period granted by Nasdaq, Nasdaq could provide notice that the Company’s warrants will become subject to delisting. In the event the Company receives notice that its warrants are being delisted, Nasdaq rules permit the Company to appeal any delisting determination by the Nasdaq staff to a hearings panel.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 2, 2026  
   
ARC Group Acquisition I Corp  
   
By: /s/ Datuk Dr. Doris Wong Sing Ee  
Name:  Datuk Dr. Doris Wong Sing Ee  
Title: Chief Executive Officer and Director  

 

 

 

Filing Exhibits & Attachments

4 documents