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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): April 29, 2026
ARC
Group Acquisition I Corp
(Exact
name of registrant as specified in its charter)
| British
Virgin Islands |
|
001-43253 |
|
N/A00-0000000 |
(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 Ordinary Share, par value $0.0001 per share, one warrant, and one right to acquire 1/4th of one Ordinary Share |
|
ARCLU |
|
The Nasdaq Stock Market
LLC |
| 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 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
1.01. Entry into a Material Definitive Agreement.
On
May 1, 2026, ARC Group Acquisition I Corp (the “Company”) consummated its initial public offering (the “IPO”)
of 12,075,000 units (the “Units”), which includes the full exercise of the over-allotment option of 1,575,000 additional
Units granted to ARC Group Securities LLC, as representative of the underwriters (the “Representative”). Each Unit
consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right entitling
the holder to receive one-fourth (1/4th) of one Ordinary Share at the closing of the Company’s business combination
(each, a “Right”) and one redeemable warrant (the “Warrant”), with each Warrant entitling the holder
thereof to purchase one Ordinary Share for $11.50 per share subject to adjustment. The Units were sold at an offering price of $10.00
per Unit, generating total gross proceeds of $120,750,000.
On
June 30, 2025, the Company filed a registration statement on Form S-1 (File No. 333-288410), as amended (the “Initial Registration
Statement”), with the U.S. Securities and Exchange Commission (the “Commission”) relating to the IPO, which
was declared effective by the Commission on April 27, 2026.
In
connection with the IPO, on April 29, 2026, the Company entered into the following agreements, the forms of which were previously filed
as exhibits to the Company’s Registration Statements:
| |
● |
Underwriting
Agreement, dated April 29, 2026, by and between the Company and ARC Group Securities LLC, as representatives of the underwriters,
a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference; |
| |
|
|
| |
● |
Warrant Agreement, dated
April 29, 2026, by and between the Company and Efficiency, INC., a copy of which is attached as Exhibit 4.1 hereto and is incorporated
herein by reference; |
| |
|
|
| |
● |
Rights Agreement, dated
April 29, 2026, by and between the Company and Efficiency, INC., a copy of which is attached as Exhibit 4.2 hereto and is incorporated
herein by reference; |
| |
|
|
| |
● |
Letter Agreement, dated
April 29, 2026, by and between the Company, its executive officers, its directors and MFH 2, LLC (the “Sponsor”),
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference; |
| |
|
|
| |
● |
Investment Management Trust
Agreement, dated April 29, 2026, by and between the Company and Efficiency, INC., a copy of which is attached as Exhibit 10.2 hereto
and is incorporated herein by reference; |
| |
|
|
| |
● |
Registration Rights Agreement,
dated April 29, 2026, by and among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit
10.3 hereto and is incorporated herein by reference. |
| |
● |
Private Units Purchase Agreement,
dated April 29, 2026, by and among the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and is incorporated
herein by reference. |
| |
|
|
| |
● |
Indemnity Agreement, dated April 29, 2026, by and among
the Company and Kiu Cu Seng, a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference. |
| |
|
|
| |
● |
Indemnity Agreement, dated April 29, 2026, by and among
the Company and Ian Hanna, a copy of which is attached as Exhibit 10.6 hereto and is incorporated herein by reference. |
| |
|
|
| |
● |
Indemnity Agreement, dated April 29, 2026, by and among
the Company and Dr. Satis Waran Nair Krishnan, a copy of which is attached as Exhibit 10.7 hereto and is incorporated herein by reference. |
| |
|
|
| |
● |
Indemnity Agreement, dated April 29, 2026, by and among
the Company and Inigo Angel Laurduraj, a copy of which is attached as Exhibit 10.8 hereto and is incorporated herein by reference. |
| |
|
|
| |
● |
Indemnity Agreement, dated April 29, 2026, by and among
the Company and Soon Ping Pappas, a copy of which is attached as Exhibit 10.9 hereto and is incorporated herein by reference. |
| |
|
|
| |
● |
Indemnity Agreement, dated April 29, 2026, by and among
the Company and Datuk Dr. Doris Wong Sing Ee, a copy of which is attached as Exhibit 10.10 hereto and is incorporated herein by reference. |
The
material terms of such agreements are fully described in the Company’s final prospectus, dated April 29, 2026 as filed with the
Commission on April 29, 2026 (the “Prospectus”) and are incorporated herein by reference. Each of the foregoing agreements,
are attached hereto as exhibits to this Current Report on Form 8-K, as enumerated below in the table set forth in response to Item 9.01.
Item
3.02. Unregistered Sales of Equity Securities.
On
May 1, 2026, simultaneously with the closing of the IPO, pursuant to the Private Units Purchase Agreement, the Company completed the
private sale of an aggregate of 200,000 units (the “Private Placement Units”) to the Sponsor at a purchase price of
$10.00 per Private Placement Units, generating gross proceeds to the Company of $2,000,000 (the “Private Placement”).
The Private Placement Units are identical to the Units sold in the IPO, except that, for so long as the Private Placement Units are held
by the Sponsor or their permitted transferees, the Private Placement Units (i) may not (including the securities underlying the Private
Placement Units), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s
initial business combination, and (ii) are entitled to registration rights. The material terms of the Private Placement Units are fully
described in the Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect
to the sale of the Private Placement Units. 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.
In
connection with the IPO, on April 29, 2026, each of Datuk Dr. Doris Wong Sing Ee, Chief Executive Officer and Executive Director of the
Company, Kiu Cu Seng, Chief Financial Officer of the Company, Ian Hanna, Chief Operating Officer and Executive Director of the Company,
Dr. Satis Waran Nair Krishnan, a director of the Company, Inigo Angel Laurduraj, a director of the Company, and Soon Ping Pappas, a director
of the Company, each entered into an indemnity agreement with the Company. On April 29, 2026, all directors and officers of the Company
along with the Sponsor and certain other security holders named therein, entered into the Letter Agreement.
Other
than the foregoing, none of the directors or officers of the Company is party to any arrangement or understanding with any person pursuant
to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation
S-K involving the Company.
Copies
of the Letter Agreement and indemnity agreements are attached as Exhibits 10.1 and 10.5 through 10.10 hereto, respectively, and are incorporated
herein by reference.
Item
5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
April 29, 2026, in connection with the completion of the IPO, the Company’s Amended and Restated Memorandum and Articles of Association
became effective (the “Amended Charter”). The terms of the Amended Charter are set forth in the Registration Statement
and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by
reference.
Item
8.01 Other Events
A
total of $120,750,000 of the net proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust
account maintained by Efficiency, INC., acting as trustee. Except with respect to the interest earned on the funds held in the trust
account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held
in the trust account will not be released from the trust account until the earliest of: (i) the completion of its initial business combination;
(ii) the redemption of any public shares if it does not complete an initial business combination within the required period; (iii) the
redemption of any public shares in connection with an amendment to the Amended Charter (A) that would modify the substance or timing
of its obligation to allow redemption in connection with its initial business combination or to redeem 100% of the public shares if it
is unable to complete its initial business combination within 12 months from the closing of this initial public offering, subject to
extension up to 15 months by means of one three-month extension, or (B) with respect to any other provision of the Amended Charter relating
to the rights of public shareholders; and (iv) our liquidation.
An
audited balance sheet as of May 1, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will
be included in an amendment to the Form 8-K.
On
April 29, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
On
May 1, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this
Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated April 29, 2026, by and among the Company, D. Boral Capital LLC and ARC Group Securities LLC as representatives of the underwriters named therein. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated April 29, 2026, by and between the Company and Efficiency, INC. |
| |
|
|
| 4.2 |
|
Rights Agreement, dated April 29, 2026, by and between the Company and Efficiency, INC. |
| |
|
|
| 10.1 |
|
Letter Agreement, dated April 29, 2026, by and between the Company, its executive officers, its directors and the Sponsor |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement, dated April 29, 2026, by and between the Company and Efficiency, INC. |
| |
|
|
| 10.3 |
|
Registration Rights Agreement, dated April 29, 2026, among the Company, the Sponsor and the Holders signatory thereto |
| |
|
|
| 10.4 |
|
Private Units Purchase Agreement, dated April 29, 2026, between the Company and the Sponsor |
| |
|
|
| 10.5 |
|
Indemnity Agreement, dated April 29, 2026, among the Company and Kiu Cu Seng. |
| |
|
|
| 10.6 |
|
Indemnity Agreement, dated April 29, 2026, among the Company and Ian Hanna. |
| |
|
|
| 10.7 |
|
Indemnity Agreement, dated April 29, 2026, among the Company and Dr. Satis Waran Nair Krishnan. |
| |
|
|
| 10.8 |
|
Indemnity Agreement, dated April 29, 2026, among the Company and Inigo Angel Laurduraj. |
| |
|
|
| 10.9 |
|
Indemnity Agreement, dated April 29, 2026, among the Company and Soon Ping Pappas. |
| |
|
|
| 10.10 |
|
Indemnity Agreement, dated April 29, 2026, among the Company and Datuk Dr. Doris Wong Sing Ee. |
| |
|
|
| 10.11 |
|
Administrative Services Agreement, dated April 29, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 99.1 |
|
Press Release, dated April 29, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated May 1, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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: May 4, 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 |
|
Exhibit
99.1
ARC
Group Acquisition I Corp Announces Pricing of $105,000,000 Initial Public Offering
NEW
YORK, April 29, 2026 (GLOBE NEWSWIRE) — ARC Group Acquisition I Corp (the “Company”) announced today the pricing of
its initial public offering of 10,500,000 units at a price of $10.00 per unit. The units are expected to be listed for trading on the
Nasdaq Stock Market LLC under the ticker symbol “ARCLU” beginning April 30, 2026. Each unit consists of one Class A ordinary
share, one redeemable warrant of the Company, and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation
of an initial business combination. Each warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50
per share, subject to certain adjustments. Once the securities comprising the units begin separate trading, the Company expects that
its Class A ordinary shares, warrants and rights will be listed on the Nasdaq Stock Market LLC under the symbols “ARCL,”
“ARCLW” and “ARCLR,” respectively. The offering is expected to close on May 1, 2026, subject to customary closing
conditions.
The
Company is a blank check company incorporated as a British Virgin Islands business company and formed for the purpose of effecting a
merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses, which we refer to throughout this prospectus as our initial business combination. While the Company may pursue an acquisition
opportunity in any business, industry, sector or geographical location, it intends to identify and acquire a business where it believes
its management teams’ and its affiliates’ expertise will provide it with a competitive advantage, including technology, healthcare
and logistics industries. The Company is led by Datuk Dr. Doris Wong Sing Ee, its Chief Executive Officer and Executive Director, Ian
Hanna, its Chief Operating Officer and Executive Director, and Kiu Cu Seng, its Chief Financial Officer.
ARC
Group Securities LLC acted as the representative of the underwriters of the offering. The
underwriters have been granted a 45-day option to purchase up to an additional 1,575,000 units offered by the Company to cover over-allotments,
if any.
Rimon
P.C. serves as legal counsel to the Company on the initial public offering, and Forbes Hare serves as British Virgin Islands legal counsel
to the Company. Paul Hastings LLP serves as legal counsel to ARC Group Securities LLC.
The
public offering was made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be obtained
from ARC Group Securities LLC at 398 S. Mill Avenue, Suite 306, Tempe, AZ 85281, or by email at operations@arc-securities.com. A registration
statement on Form S-1 (File No. 333-288410) relating to the securities was declared effective by the U.S. Securities and Exchange Commission
on April 27, 2026. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial
public offering and the anticipated use of the net proceeds from the offering. No assurance can be given that the offering discussed
above will be completed on the terms described, or at all, or that the Company will ultimately complete a business combination transaction.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus relating to the offering filed
with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s
website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this
release, except as required by law.
Contact:
ARC
Group Acquisition I Corp.
398
S. Mill Avenue, Suite 306
Tempe,
Arizona 85284
Attn:
Datuk Dr. Doris Wong Sing Ee
Chief
Executive Officer & Executive Director
(928)
625-0928
Exhibit
99.2

ARC
Group Acquisition I Corp Announces Closing of $120,750,000 Initial Public Offering
NEW
YORK, May 1, 2026 (GLOBE NEWSWIRE) — ARC Group Acquisition I Corp (NASDAQ: ARCL) (the “Company”) announced today that
it closed its initial public offering on May 1, 2026, selling 12,075,000 units at $10.00 each, including 1,575,000 units issued pursuant
to the exercise of the underwriters’ over-allotment option in full, for total gross proceeds of $120,750,000.
Units
began trading on the Nasdaq Global Market (“NASDAQ”) under ticker symbol “ARCLU” on April 30, 2026; separate
listings are expected for Class A shares, warrants and rights. Each unit consists of one Class A ordinary share, one redeemable warrant
and one right to acquire one-fourth (1/4th) of one Class A ordinary share upon consummation of an initial business combination. Once
the securities comprising the units begin separate trading, the Class A ordinary shares, warrants and rights are expected to be listed
on NASDAQ under the symbols “ARCL,” “ARCLW” and “ARCLR,” respectively.
The
Company is a blank check company incorporated as a British Virgin Islands business company and formed for the purpose of effecting a
merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses. While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends
to identify and acquire a business where it believes its management teams’ and its affiliates’ expertise will provide it
with a competitive advantage, including technology, healthcare and logistics industries. The Company is led by Datuk Dr. Doris Wong Sing
Ee, its Chief Executive Officer and Executive Director, Ian Hanna, its Chief Operating Officer and Executive Director, and Kiu Cu Seng,
its Chief Financial Officer.
ARC
Group Securities LLC acted as the representative of the underwriters of the offering.
Rimon
P.C. served as legal counsel to the Company on the initial public offering, and Forbes Hare served as British Virgin Islands legal counsel
to the Company. Paul Hastings LLP served as legal counsel to ARC Group Securities LLC.
The
public offering was made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be obtained
from ARC Group Securities LLC at 398 S. Mill Avenue, Suite 306, Tempe, AZ 85281, or by email at operations@arc-securities.com.
A registration statement on Form S-1 (File No. 333-288410) relating to the securities was declared effective on April 27, 2026. This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated
use of the net proceeds from the offering. No assurance can be given that the Company will ultimately complete a business combination
transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including
those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s
offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the
SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
Contact:
ARC
Group Acquisition I Corp.
398
S Mill Avenue, Suite 306
Tempe,
AZ 85284
Attn:
Datuk Dr. Doris Wong Sing Ee
Chief Executive Officer & Executive Director
(928) 625-0928