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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
00-0000000 |
(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 |
|
