ARC Group Acquisition II Corp. Filed SPAC Primary

What the company does

ARC Group Acquisition II Corp. is a blank check company incorporated as a BVI 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. The company has not selected any business combination target and has not initiated any substantive discussions with any target. While it may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to identify and acquire a business where its management team's and affiliates' expertise will provide a competitive advantage, including the technology, healthcare and logistics industries, with an aggregate enterprise value of $700 million or greater.

Use of proceeds

Of the proceeds the company receives from this offering and the sale of the private units, $105,000,000, or $120,750,000 if the underwriters' over-allotment option is exercised in full ($10.00 per unit in either case), will be placed in a U.S.-based trust account with VStock Transfer LLC acting as trustee. The proceeds placed in the trust account and the interest earned thereon will not be used to pay for possible excise tax or any other fees or taxes that may be levied on the Company, including any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or share buybacks.

Underwriters

Extracted from S-1 0001493152-26-039519, filed Aug 20, 2026 and verified against that filing text.

Key risk factors

• Blank check company status with no selected target

  “We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.”

• Limited time to consummate initial business combination

  “If we are unable to complete our initial business combination within 12 months from the closing of this offering (or 15 months from the closing of this offering if our sponsor exercises its three-month extension option), as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination, or by such earlier liquidation date as our board of directors may approve, the founder shares and private units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders.”

• Dilution from nominal purchase price of founder shares

  “Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and material dilution upon the closing of this offering.”

• Conflicts of interest involving sponsor and management

  “Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.”

• Conflicts of interest from officers' and directors' other fiduciary duties

  “As more fully discussed in “Management — Conflicts of Interest,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities.”

• No public market for securities

  “Currently, there is no public market for our units, Class A ordinary shares, rights or warrants.”

• Reduced public company reporting requirements

  “We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.”

• No Rule 419 blank check offering protections

  “Investors will not be entitled to protections normally afforded to investors in Securities Act Rule 419 blank check offerings.”