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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 3, 2026
ARC
Group Securities Acquisition I
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-43431 |
|
N/A
00-0000000 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
398
Mill Avenue, Suite 306, , AZ 85281
(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 |
|
FJDIU |
|
The Nasdaq Stock Market
LLC |
| Class A Ordinary Shares
included as part of the Units |
|
FJDI |
|
The Nasdaq Stock Market
LLC |
| Rights included as part
of the Units |
|
FJDIR |
|
The Nasdaq Stock Market
LLC |
| Warrants, each warrant exercisable
for one Class A ordinary share at an exercise price of $11.50 per share |
|
FJDIW |
|
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
August 5, 2026, ARC Group Securities Acquisition I (the “Company”) consummated its initial public offering (the “IPO”)
of 10,500,000 units (the “Units”), at a price of $10.00 per Unit, for total gross proceeds of $105,000,000. Each Unit
consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),
one right entitling the holder to receive one-fourth (1/4th) of one Class A Ordinary Share upon the consummation of the Company’s
initial business combination (each, a “Right”) and one redeemable warrant (the “Warrant”), with
each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The underwriters
have a 45-day option to purchase up to an additional 1,575,000 Units to cover over-allotments, if any.
The
Company filed a registration statement on Form S-1 (File No. 333-291302), as amended (the “Registration Statement”),
with the U.S. Securities and Exchange Commission (the “Commission”) relating to the IPO, which was declared effective
by the Commission on August 3, 2026.
In
connection with the IPO, on August 3, 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 August 3, 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 August 3, 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 August 3, 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
August 3, 2026, by and between the Company, its executive officers, its directors and FDB I (the “Sponsor”), a
copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference; |
| |
|
|
| |
● |
Investment
Management Trust Agreement, dated August 3, 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 August 3, 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 August 3, 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
August 3, 2026, by and between the Company and each of the Company’s directors and officers, a form of which is attached as
Exhibit 10.5 hereto and is incorporated herein by reference. |
| |
|
|
| |
● |
An Administrative Services
Agreement, dated August 3, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and
incorporated herein by reference. |
The
material terms of such agreements are fully described in the Company’s final prospectus, dated August 3, 2026 as filed with the
Commission on August 5, 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
August 5, 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 140,000 units (the “Private Placement Units”) to the Sponsor at a purchase price of
$10.00 per Private Placement Unit, generating gross proceeds to the Company of $1,400,000 (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 August 3, 2026, each of Ian Hanna, Chairman of the Board, Chief Executive Officer and a director
of the Company, Jake Carney, Chief Financial Officer of the Company, Daniel A. Mace, a director of the Company, Patrik Hriczo, a director
of the Company, and Jennifer Goforth, a director of the Company, each entered into an indemnity agreement with the Company. On August
3, 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.
A
copy of the Letter Agreement and form of the indemnity
agreement are attached as Exhibits 10.1 and 10.5 hereto, respectively, and are incorporated herein by reference.
Item
5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
August 3, 2026, immediately prior to the consummation 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 $105,000,000 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 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 consummate an
initial business combination within the completion window in accordance with the Amended Charter;
(iii) a repurchase of shares
by means of a tender offer or (iv) the redemption
of any public shares in connection with any 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 its obligation to
redeem 100% of the public shares if it is unable to consummate 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 in accordance with the Amended Charter, or
(B) with respect to any other material provisions of
the Amended Charter relating to the rights of public shareholders or pre-initial business combination
activity; and (iv) the
Company’s liquidation.
An
audited balance sheet as of August 5, 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
August 3, 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
August 5, 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 August 3, 2026, by and among the Company 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 August 3, 2026, by and between the Company and Efficiency, INC. |
| |
|
|
| 4.2 |
|
Rights Agreement, dated August 3, 2026, by and between the Company and Efficiency, INC. |
| |
|
|
| 10.1 |
|
Letter Agreement, dated August 3, 2026, by and between the Company, its executive officers, its directors and the Sponsor |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement, dated August 3, 2026, by and between the Company and Efficiency, INC. |
| |
|
|
| 10.3 |
|
Registration Rights Agreement, dated August 3, 2026, among the Company, the Sponsor and the Holders signatory thereto |
| |
|
|
| 10.4 |
|
Private Units Purchase Agreement, dated August 3, 2026, between the Company and the Sponsor |
| |
|
|
| 10.5 |
|
Form of Indemnity Agreement, dated August 3, 2026, by and between the Company and each of the Company’s directors and officers. |
| |
|
|
| 10.6 |
|
Administrative Services Agreement, dated August 3, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 99.1 |
|
Press Release, dated August 3, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated August 5, 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: August 6, 2026 |
|
| |
|
| ARC Group Securities Acquisition I |
|
| |
|
| By: |
/s/ Ian Hanna |
|
| Name: |
Ian Hanna |
|
| Title: |
Chairman of the Board and Chief Executive Officer |
|
Exhibit 99.1
ARC
Group Securities Acquisition I Announces Pricing of $105,000,000 Initial Public Offering
NEW
YORK, August 3, 2026 (GLOBE NEWSWIRE) — ARC Group Securities Acquisition I (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 “FJDIU” beginning August 4, 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 “FJDI,”
“FJDIW” and “FJDIR,” respectively. The offering is expected to close on August 5, 2026, subject to customary
closing conditions.
The
Company is a blank check company incorporated as a Cayman Islands exempted 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 is referred to herein as its 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 team’s
and its affiliates’ expertise will provide it with a competitive advantage, including technology, healthcare and logistics industries.
The Company is led by Ian Hanna, its Chief Executive Officer and Chairman, and Jake Carney, its Chief Financial Officer.
ARC
Group Securities LLC acted as Lead Left Bookrunner and as representative of the underwriters of this offering. Clear Street LLC acted
as Joint Bookrunner and as Qualified Independent Underwriter of this 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.
Lucosky
Brookman LLP serves as legal counsel to the Company on the initial public offering, and Mourant Ozannes (Cayman) LLP serves as Cayman
Islands legal counsel to the Company. Hunter Taubman Fischer & Li LLC 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. 333-291302) relating to the securities was declared effective by the U.S. Securities and Exchange Commission
on August 3, 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 Securities Acquisition I
398
S. Mill Avenue, Suite 306
Tempe,
Arizona 85281
Attn:
Ian Hanna
Chief
Executive Officer & Chairman
(928)
625-0928
Exhibit 99.2
ARC
Group Securities Acquisition I Announces Closing of $105,000,000 Initial Public Offering
NEW
YORK, August 5, 2026 (GLOBE NEWSWIRE) — ARC Group Securities Acquisition I (the “Company”) today announced closing
of its previously announced initial public offering of 10,500,000 units at an offering price of $10.00 per unit, for total gross proceeds
of $105,000,000.
The
units began trading on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “FJDIU” on August 4, 2026;
separate listings are expected for Class A shares, warrants and rights. 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 Nasdaq under the symbols “FJDI,” “FJDIW” and “FJDIR,”
respectively.
The
Company is a blank check company incorporated as a Cayman Islands exempted 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 is referred to herein as its 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 team’s
and its affiliates’ expertise will provide it with a competitive advantage, including technology, healthcare and logistics industries.
The Company is led by Ian Hanna, its Chief Executive Officer and Chairman, and Jake Carney, its Chief Financial Officer.
ARC
Group Securities LLC acted as Lead Left Bookrunner and as representative of the underwriters of this offering. Clear Street LLC acted
as Joint Bookrunner and as Qualified Independent Underwriter of this 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.
Lucosky
Brookman LLP served as legal counsel to the Company on the initial public offering, and Mourant Ozannes (Cayman) LLP served as Cayman
Islands legal counsel to the Company. Hunter Taubman Fischer & Li LLC served as legal counsel to ARC Group Securities LLC.
The
public offering was made only by means of a prospectus. 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. 333-291302) relating to the securities was declared effective by the U.S. Securities and Exchange Commission
on August 3, 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 anticipated use
of the net proceeds and search for an initial business combination. No assurance can be given that the net proceeds of the offering will
be used as indicated. 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 related prospectus 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 Securities Acquisition I
398
S. Mill Avenue, Suite 306
Tempe,
Arizona 85281
Attn:
Ian Hanna
Chief
Executive Officer & Chairman
(928)
625-0928
