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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): May 21, 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 8.01. Other Events

 

On May 21, 2026, ARC Group Acquisition I Corp (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that holders of the Company’s units may elect to separately trade the Class A ordinary shares, warrants and rights included in its units commencing on or about May 28, 2026. Units not separated will continue to trade on NASDAQ under the symbol “ARCLU.”

 

The Class A ordinary shares, warrants and rights will trade on the NASDAQ Global Market (“NASDAQ”) under the symbols “ARCL,” “ARCLW” and “ARCLR,” respectively.

 

As previously announced, on May 5, 2026 and May 7, 2026, the Company completed its initial public offering of 12,075,000 units, which includes the full exercise by the underwriters of its over-allotment option.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release dated May 21, 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 21, 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 the Separate Trading of its Ordinary Shares, Warrants and Rights

 

NEW YORK, May 21, 2026 (GLOBE NEWSWIRE) — ARC Group Acquisition I Corp (NASDAQ: ARCL) (the “Company”) announced today that, commencing May 28, 2026, holders of the units sold in the Company’s initial public offering of 12,075,000 units (the “Units”) may commence separate trading of the underlying component securities. Each Unit consists of one ordinary share, par value $0.0001 per ordinary share (the “Ordinary Share”), one redeemable warrant (the “Warrant”) and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination (the “Right”). Those units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “ARCLU.”

 

The Ordinary Shares, the Warrants and the Rights that are separated will trade on Nasdaq under the symbols “ARCL,” “ARCLW” and “ARCLR” respectively. Holders of units will need to have their securities brokers contact Efficiency INC., 2440 Sand Hill Rd, Suite 101, Menlo Park, CA 94025, (415) 340-6708, the Company’s transfer agent, in order to separate the Units into Ordinary Shares, Warrants and Rights.

 

The Units were initially offered by the Company in an underwritten offering through ARC Group Securities LLC, which served as Lead Left Bookrunner and acted as the representative of the underwriters of the offering. A registration statement on Form S-1 relating to these securities (File Number 333-288410) was declared effective by the Securities and Exchange Commission on April 29, 2026. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

 

About ARC Group Acquisition I Corp

 

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.

 

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