Form 8-K

8-K — ARC Group Acquisition I Corp.

Accession: 0001493152-26-021708

Filed: 2026-05-07

Period: 2026-05-01

CIK: 0002073515

SIC: 6770 (BLANK CHECKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0002073515

2026-05-01

0002073515

ARCLU:UnitsEachConsistingOfOneOrdinaryShareParValue0.0001PerShareOneWarrantAndOneRightToAcquire14Member

2026-05-01

0002073515

ARCLU:OrdinarySharesIncludedAsPartOfUnitsMember

2026-05-01

0002073515

ARCLU:RightsIncludedAsPartOfUnitsMember

2026-05-01

0002073515

ARCLU:WarrantsEachWarrantExercisableForOneOrdinaryShareAtExercisePriceOf11.50PerShareMember

2026-05-01

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 1, 2026

ARC

Group Acquisition I Corp

(Exact

name of registrant as specified in its charter)

British

Virgin Islands

001-43253

00-0000000N/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 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 ☒

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

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.

audited balance sheet as of May 1, 2026 reflecting receipt of the Offering Proceeds has been issued by the Company and is included

as Exhibit 99.1 to this Current Report on Form 8-K.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

EXHIBIT

INDEX

Exhibit

No.

Description

99.1

Audited

Balance Sheet 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 7, 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

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

INDEX

TO FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm

F-2

Balance Sheet as of May 1, 2026

F-3

Notes to Financial Statement

F-4

F-1

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of ARC Group Acquisition I Corp.

Opinion

on the Financial Statements

have audited the accompanying balance sheet of ARC Group Acquisition I Corp. (the “Company”) as of May 1, 2026, and the related

notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of May 1, 2026, in conformity with accounting principles generally

accepted in the United States of America.

Basis

for Opinion

These

financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s

financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides

a reasonable basis for our opinion.

/s/

Guangdong Prouden CPAs GP

Guangdong

Prouden CPAs GP

have served as the Company’s auditor since 2025.

Guangzhou,

China

May

7, 2026

PCAOB

ID NO. 7254

F-2

ARC

Group Acquisition I Corp

BALANCE

SHEET

May

1, 2026

Assets

Cash

$ 2,000,000

Total Current Assets

2,000,000

Cash held in Trust Account

120,750,000

Total Assets

$ 122,750,000

Liabilities and Shareholders’ Equity

Current Liabilities

Accrued Offering Costs

555,573

Promissory Note – a related party

265,577

Total Liabilities

821,150

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 12,075,000 shares issued and outstanding, at redemption value of $10.00

120,750,000

Shareholders’ Equity

Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 683,000 issued and outstanding (excluding 12,075,000 Class A ordinary shares subject to possible redemption)

Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,175,000 issued and outstanding

518

Additional paid-in capital

1,252,884

Accumulated deficit

(74,620 )

Total Shareholders’ Equity

1,178,850

Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity

$ 122,750,000

The

accompanying notes are an integral part of this financial statement

F-3

ARC

GROUP ACQUISITION I CORP

NOTES

TO FINANCIAL STATEMENTS

NOTE

1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

ARC

GROUP ACQUISITION I CORP (the “Company”) (formerly known as D. Boral ARC Acquisition II Corp.) is a blank check company

incorporated in the British Virgin Islands on May 27, 2025. The Company was 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 (“Business

Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location,

the Company intends to focus on industries that complement our management team’s background, and to capitalize on the ability of

our management team to identify and acquire a business.

May 1, 2026, the Company had not yet commenced any operations. All activity through May 1, 2026 related to the Company’s formation

and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of

its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash

and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year

end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with

early stage and emerging growth companies.

The

Company’s sponsor is MFH 2, LLC (the “Sponsor”). The registration statement for the Company’s Initial Public

Offering was declared effective on April 27, 2026. On May 1, 2026, the Company consummated its Initial Public Offering of 10,500,000

units (the “Public Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public

Shares”), at $10.00 per Unit, generating gross proceeds of $105,000,000 (the “Initial Public Offering”). Each Public

Unit contains one Class A ordinary share, one right (“Public Rights”) and one redeemable warrant (“Public Warrants”).

On May 1, 2026, the underwriter purchased an additional 1,575,000 units pursuant to the exercise of the over-allotment option. The units

were sold at $10.00 per unit, generating additional gross proceeds to the Company of $15,750,000.

Simultaneously

with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 200,000 units

(the “Private Units” and, with respect to the Class A ordinary shares included in the Private Units being offered, the “Private

Shares”) to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $2,000,000 (the “Private Placement”).

(see Note 4).

connection with the consummation of the Initial Public Offering, the Company issued 483,000 Class A ordinary shares (the “Representative

Shares”) to the underwriter as part of the underwriting compensation. These Representative Shares are subject to transfer restrictions

and are considered non-cash underwriting compensation. The fair value of the Representative Shares accounted for as compensation under

Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”)

is included in the offering costs. The estimated fair value of the Representative Shares as of the Initial Public Offering date totaled

$1,114,704.

Transaction

costs amounted to $1,886,234, consisting of $771,530 other offering costs and $1,114,704 of the Representative Shares.

Following

the closing of the Initial Public Offering on May 1, 2026, an amount of $120,750,000 from the net proceeds of the sale of the Units in

the Initial Public Offering and a portion of the proceeds from the sale of the Private Units was placed in a trust account (the “Trust

Account”), and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less, in money

market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment

Company Act and in cash or cash like items (including demand deposit accounts) at a bank; the holding of these assets in this form is

intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that the Company

might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company

hold investments in the trust account, the Company may, at any time (based on our management team’s ongoing assessment of all factors

related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust

account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank.

F-4

The

Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion

of our initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination

or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of

a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of how

they vote for the Business Combination.

The

shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially

$10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company

to pay its tax obligations). These ordinary shares will be recorded at a redemption value and classified as temporary equity upon the

completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other reasons, the Company

will, pursuant to its amended and restated memorandum and articles of association conduct the redemptions pursuant to Rule 13e-4 and

Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing

our initial business combination which contain substantially the same financial and other information about the initial business combination

and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

The

sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive

their redemption rights with respect to their Founder Shares, Private Shares and Public Shares in connection with the completion of our

initial business combination; (ii) waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares

in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association; (iii)

waive their rights to liquidating distributions from the trust account with respect to their Founder Shares and Private Shares if the

Company fail to complete our initial business combination within the completion window, although they will be entitled to liquidating

distributions from the trust account with respect to any Public Shares they hold if the Company fail to complete our initial business

combination within the prescribed time frame and to liquidating distributions from assets outside the trust account; and (iv) vote any

Founder Shares and Private Shares held by them and any Public Shares purchased during or after this offering (including in open market

and privately-negotiated transactions) in favor of our initial business combination (except that any Public Shares such parties may purchase

in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination

transaction).

The

Company will have until 12 months from the closing of the Initial Public Offering, with one (1) three-month extension at the option of

the sponsor (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend

the date by which the Company must consummate our initial business combination) or until such earlier liquidation date as our board of

directors may approve, to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete

a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up,

(ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor),

redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,

including interest earned on the funds held in the trust account (which interest shall be net of taxes and less up to $100,000 of interest

to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public

shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable

law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and

our board of directors, liquidate and dissolve, subject in each case to our obligations under British Virgin Islands law to provide for

claims of creditors and the requirements of other applicable law.

F-5

The

Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold

to us (except for the Company’s independent auditors), or a prospective target business with which the Company has entered into

a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds

in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust

account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of

the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target

business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable)

nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities

under the Securities Act. However, the Company has not asked our sponsor to reserve for such indemnification obligations, nor has the

Company independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe

that our sponsor’s only assets are securities of our company. Therefore, the Company cannot assure you that our sponsor would be

able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available

for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, the Company

may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any

redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without

limitation, claims by vendors and prospective target businesses.

NOTE

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis

of presentation

The

accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Liquidity

and Capital Resources

of May 1, 2026, the Company had $2,000,000 in cash and a working capital of $1,178,850.

The

Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the loan from the Sponsor

under the Promissory Note (as defined in Note 5). The Company offset the subscription of $25,000 with the promissory note. The Company

has $265,577 outstanding under the Promissory Note on May 1, 2026. Subsequent to the consummation of the Initial Public Offering, the

Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private

Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination,

the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide

the Company Working Capital Loans (as defined in Note 5). As of May 1, 2026, there were no amounts outstanding under any Working Capital

Loans.

Emerging

growth company

The

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further,

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

F-6

The

Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has

different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised

standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements

with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the

extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use

of estimates

The

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making

estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ

significantly from those estimates.

Cash

and Cash Equivalents

The

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $2,000,000 of cash as of May 1, 2026. The Company had no cash equivalents as of May 1, 2026.

Cash

held in the Trust Account

of May 1, 2026, the Company had $120,750,000 in cash held in the Trust Account.

Offering

Costs Associated with the Initial Public Offering

The

Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses

of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial

Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,”

addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this

guidance to allocate Initial Public Offering proceeds from the Public Units between ordinary shares, rights and warrants, using the residual

method by allocating Initial Public Offering proceeds first to assigned value of the warrants and rights and then to the Class A ordinary

shares. Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary equity, and

offering costs allocated to the warrants and rights included in the Public Units and Private Units were charged to shareholder’s

equity as the warrants and rights, after management’s evaluation, were accounted for under equity treatment. As of May 1, 2026,

the Company had offering costs of $1,886,234, consisting of $771,530 other offering costs and $1,114,704 of the Representative Shares.

Approximately $173,328 of such costs were allocated to the Public Warrants, Public Rights and the Private Placement Units and the remainder,

approximately $1,712,906 was allocated to Class A ordinary shares subject to possible redemption.

Income

taxes

The

Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset

and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed

for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible

amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC

Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is

the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits,

if any, as income tax expense. There were no unrecognized tax benefits as of May 1, 2026 and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

F-7

The

Company is considered to be a BVI business company with no connection to any other taxable jurisdiction and is presently not subject

to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the provision for income

taxes was deemed to be de minimis for the period from May 27, 2025 (inception) to May 1, 2026.

Derivative

Financial Instruments

The

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted

for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each

reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion

of the instrument could be required within 12 months of the balance sheet date.

Warrant

The

Company accounted for the 12,075,000 Public Warrants included in the Units issued in connection with the Initial Public Offering and

200,000 Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance

contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant

instruments under equity treatment at their assigned values.

Rights

The

Company accounts for the Public Rights and Private Rights (defined below) issued in connection with the Initial Public Offering

and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly,

the Company evaluated and classified the rights under equity treatment at their assigned value. There are no Public Rights or Private Rights

currently outstanding as of May 1, 2026.

Class

A Ordinary Shares Subject to Possible Redemption

The

Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In

accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption

provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur

and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately

upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available)

and accumulated deficit. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary

equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of May 1, 2026, the 12,075,000 Class

A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds

$ 120,750,000

Less:

Proceeds allocated to Public Warrants

(2,312,362 )

Proceeds allocated to Public Rights

(6,967,275 )

Issuance costs allocated to Class A ordinary shares subject to possible redemption

(1,712,906 )

Plus:

Accretion of carrying value to redemption value

10,992,543

Class A ordinary shares subject to possible redemption, May 1, 2026

$ 120,750,000

F-8

Concentration

of credit risk

Financial

instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution,

which at times may exceed the Federal depository insurance coverage of $250,000. At May 1, 2026, the Company had not experienced losses

on this account and management believes the Company is not exposed to significant risks on such account.

Fair

value of financial instruments

The

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to

their short-term nature.

Risks

and Uncertainties

The

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the

ongoing Russia-Ukraine conflict, the Israel-Hamas conflict and the recent escalation of the Israel-Iran conflict. In response to the

ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern

Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive

actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the

Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also

provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among

a number of nations. The invasion of Ukraine by Russia, the Israel-Hamas conflict and the recent escalation of the Israel-Iran conflict

and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the

European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting

impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could

lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain

interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global

economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any

of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions

resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and the recent escalation of the Israel-Iran conflict and subsequent

sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business

with which the Company may ultimately consummate an initial Business Combination.

Recent

Accounting Pronouncements

Management

does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material

effect on the Company’s financial statements.

F-9

NOTE

3. INITIAL PUBLIC OFFERING

May 1, 2026, the Company consummated its Initial Public Offering of 10,500,000 Units, at $10.00 per Unit, generating gross proceeds of

$105,000,000. On the same day, the underwriter purchased an additional 1,575,000 units pursuant to the exercise of the over-allotment

option. In total, the Company has 12,075,000 Units consummated through the Initial Public Offering at $10.00 per Unit and generated total

gross proceeds of $120,750,000. Each Unit consists of one Class A ordinary share, one redeemable warrant and one right. Each warrant

entitles the holder thereof to purchase Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each right entitles

the holder to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of our initial business combination.

NOTE

4. PRIVATE PLACEMENT

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 200,000 Private Units at a price of $10.00 per

Private Unit from the Company in a private placement. The proceeds from the sale of the Private Units were added to the net proceeds

from the Offering held in the Trust Account. The Private Units are identical to the Units sold in the Initial Public Offering, as described

in Note 7. Each Private Unit contains one Class A ordinary share, one right (“Private Rights”) and one redeemable warrant

(“Private Warrants”). If the Company does not complete a Business Combination within the Combination Period, the proceeds

from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable

law) and the Private Warrants will expire worthless.

NOTE

5. RELATED PARTY TRANSACTIONS

Insider

May 27, 2025, the Company issued an aggregate of 12,321,429 Class B ordinary shares (“Founder Shares”) Founder Shares to

the Sponsor for an aggregate purchase price of $25,000 in cash. The funds were not received by December 31, 2025. On December 3, 2025,

our sponsor surrendered 4,928,572 Class B ordinary shares it held for no consideration, leaving sponsor with 7,392,857 Class B ordinary

shares for an aggregate purchase price of $25,000 (up to 964,286 of which are subject to forfeiture by the holders thereof depending

on the extent to which the underwriter’s over-allotment option is exercised). On April 6, 2026 pursuant to the second downsize of

the Proposed Public Offering, our sponsor further surrendered 2,217,857 Class B ordinary shares for no consideration, leaving sponsor

with 5,175,000 Class B ordinary shares for an aggregate purchase price of $25,000 (up to 675,000 which are subject to forfeiture

by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised). As of May 1, 2026,

Following the fully exercise of over-allotment options by the underwriters, no insider shares are subject to forfeiture.

The

Founder Shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares

included in the units being sold in this offering, and holders of Founder Shares have the same shareholder rights as public shareholders,

except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder

Shares are entitled to registration rights; (iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant

to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares

in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their Founder

Shares, Private Shares and Public Shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum

and articles of association (a) to modify the substance or timing of our obligation to allow redemption in connection with our initial

business combination or to redeem 100% of our Public Shares if we have not consummated an initial business combination within the completion

window or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination

activity, (C) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares and Private

Shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating

distributions from the trust account with respect to any Public Shares they hold if we fail to complete our initial business combination

within such time period and to liquidating distributions from assets outside the trust account and (D) vote any Founder Shares held by

them and any Public Shares purchased during or after this offering (including in open market and privately-negotiated transactions) in

favor of our initial business combination (except that any Public Shares such parties may purchase in compliance with the requirements

of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction), (iv) the Founder

Shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our

initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein

and in our amended and restated memorandum and articles of association, and (v) prior to the closing of our initial business combination,

only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company

in a jurisdiction outside the British Virgin Islands (including any ordinary resolution required to amend our constitutional documents

or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction

outside the British Virgin Islands).

F-10

With

certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to our officers and directors and

other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the completion

of our initial business combination.

Promissory

Note — A Related Party

June 4, 2025, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate

principal amount of $350,000, to be used for payment of costs related to the Initial Public Offering. On November 28, 2025, the Promissory

Note was amended to extend the payable date from December 31, 2025 to December 31, 2026 pursuant to the First Amendment to Promissory

Note and increased the aggregate principal amount to $500,000. On February 13, 2026, the Promissory Note was further amended to extend

the payable date from December 31, 2026 to June 30, 2027. The note is non-interest bearing and payable on the earlier of (i) June 30,

2027 or (ii) the consummation of the Initial Public Offering. These amounts will be repaid upon completion of the Initial Public Offering

out of the $700,000 of Initial Public Offering proceeds that has been allocated for the payment of Initial Public Offering expenses.

The Sponsor has offset $25,000 subscription fee with the Promissory Note. As of May 1, 2026, there are $265,577 Promissory Note outstanding.

Administrative

Services Arrangement

affiliate of our Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq, through

the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company our Sponsor

certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company. The Company

has agreed to pay to the affiliate of our Sponsor, $20,000 per month, for up to 12 months, subject to extension to up to 15 months, as

provided in the Company’s registration statement, for such administrative services.

Party Loans

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”). Up to $2,500,000 of such loans may be convertible into private units, at a price of $10.00 per unit, at the option

of the applicable lender. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside

the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital

Loans. As of May 1, 2026, no amounts under such loans have been drawn.

Representative

The

Company has issued to the representatives and/or their designees, 483,000 Class A ordinary shares upon the consummation of the Initial

Public Offering as part of representative compensation, whereby 383,000 Class A ordinary shares were issued to ARC Group Securities

LLC and 100,000 Class A ordinary shares were issued to IB Capital LLC, as the qualified independent underwriter (the “Representative

Shares”). The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period

of 180 days immediately following the commencement of sales of this offering pursuant to FINRA Rule 5110(e)(1), however, the representative

of the underwriters have agreed to a lock-up of 180 days from the closing date of the Company’s initial business combination, which

is beyond the required 180 day lock-up immediately following the date of the commencement of sales in this offering pursuant to FINRA

Rule 5110(e)(1). Pursuant to this FINRA lock-up, these securities cannot be sold, transferred, assigned, pledged or hypothecated or the

subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities

by any person for a period of 180 days from the commencement of sales of the Initial Public Offering except as permitted under FINRA

Rule 5110(e)(2), including to any underwriter and selected dealer participating in the Initial Public Offering and their officers or

partners, registered persons or affiliates, however, the representative of the underwriters have agreed to a lock-up of 180 days from

the closing date of the Company’s initial business combination, which is beyond the required 180 day lock-up immediately following

the date of the commencement of sales in this offering pursuant to FINRA Rule 5110(e)(1). The Representative Shares have resale registration

rights including two demand (one at the Company’s expense and one at ARC Group Securities LLC’s expense) and unlimited “piggy-back”

rights for periods of five and seven years, respectively, from the commencement of sales of the Initial Public Offering.

F-11

NOTE

6. COMMITMENTS AND CONTINGENCIES

Registration

Rights

The

holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii)

Private Units (including the component securities as well as any securities underlying those component securities), which was issued

in a private placement simultaneously with the closing of the Initial Public Offering and (iii) private units (including the component

securities as well as any securities underlying those component securities) that may be issued upon conversion of working capital loans

will have registration rights to require the Company to register a sale of any of our securities held by them and any other securities

of the company acquired by them prior to the consummation of a Business Combination pursuant to a registration rights agreement to be

signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three

demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of the Business Combination. The registration

rights granted to the underwriters are limited to two demand (one at the Company’s expense and one at the underwriters’ expense)

and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the

Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

In addition, for as long as the representative shares are held by ARC Group Securities LLC and IB Capital LLC or their respective designees

or affiliates, they will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.

Underwriting

Agreement

The

Company has granted the underwriters a 45-day option to purchase up to 1,575,000 additional Units to cover over-allotments at the Initial

Public Offering price, less the underwriting discounts and commissions.

The

underwriters were not be entitled to any cash underwriting fee at closing of the Initial Public Offering. The underwriters were entitled

to 483,000 Representative Shares at closing of the Initial Public Offering, whereby 383,000 Class A ordinary shares were issued to ARC

Group Securities LLC and 100,000 Class A ordinary shares were issued to IB Capital LLC, as the qualified independent underwriter. The

underwriters were not entitled to any deferred underwriting fee upon closing of the Business Combination. On May 1, 2026, the over-allotment

option has exercised in full.

NOTE

7. SHAREHOLDER’S EQUITY

Preference

Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. Holders

of the Company’s ordinary shares are entitled to one vote for each share. With such designations, voting and other rights and preferences

as may be determined from time to time by the Company’s board of directors. On May 1, 2026, there were no preference shares issued

or outstanding.

Class

A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001

per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. On May 1, 2026, there were

683,000 Class A ordinary shares issued or outstanding (excluding 12,075,000 Class A ordinary shares were classified as temporary equity

in the balance sheet).

F-12

Class

B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001

per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. On December 31, 2025, there

were 7,392,857 Class B ordinary shares issued and outstanding. On May 27, 2025, the Company issued an aggregate of 12,321,429 Class B

ordinary shares to the Sponsor for an aggregate purchase price of $25,000 in cash, of which 1,607,143 Class B shares held by the Sponsor

were subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full.

December 3, 2025, our sponsor surrendered 4,928,572 Class B ordinary shares it held for no consideration, leaving sponsor with 7,392,857

Class B ordinary shares for an aggregate purchase price of $25,000 (up to 964,286 of which are subject to forfeiture by the holders thereof

depending on the extent to which the underwriter’s over-allotment option is exercised). On April 6, 2026 pursuant to the second

downsize of the Proposed Public Offering, our sponsor further surrendered 2,217,857 Class B ordinary shares for no consideration, leaving

sponsor with 5,175,000 Class B ordinary shares for an aggregate purchase price of $25,000 (up to 675,000 which are subject to forfeiture

by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised). As of May 1, 2026,

the Company has 5,175,000 Class B ordinary shares issued and outstanding. Following underwriter’s full exercise of over-allotment

option on May 1, 2026, no ordinary shares were subject to forfeiture.

The

Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation

of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject

to adjustment as provided herein. Because our sponsor acquired the Class B ordinary shares at a nominal price, our public shareholders

incurred an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants and rights

included in the units. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued

or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the

ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority

of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance

or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal,

in the aggregate, 28.8% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering

(including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary

shares that are included within the private units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed

issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued,

or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to

our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public

shareholders in connection with an initial business combination; provided that such conversion of Founder Shares will never occur on

a less than one-for-one basis.

Holders

of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on

all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as

required by the Companies Act or stock exchange rules, an ordinary resolution under British Virgin Islands law and the amended and restated

memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders

as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company

is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require an ordinary

resolution under British Virgin Islands law, which (except as specified below) requires the affirmative vote of in excess of 50 percent

of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable

general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include

amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another

company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business

Combination, the holders of more than 50% of the Class A ordinary shares and Class B ordinary shares voted for the appointment of directors

can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares

will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in

a jurisdiction outside the British Virgin Islands (including any ordinary resolution required to amend the constitutional documents or

to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside

the British Virgin Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These

provisions of our amended and restated memorandum and articles of association may only be amended if approved by an ordinary resolution

passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares.

F-13

Warrants

— Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the

Warrants. The Warrants will become exercisable 30 days after the completion of our initial business combination, provided that the Company

has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants

and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the

securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless

basis under the circumstances specified in the warrant agreement). If a registration statement covering the Class A ordinary shares issuable

upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant

holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain

an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities

Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not

listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)

of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their warrants to do so on a “cashless

basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file

or maintain in effect a registration statement. The Warrants will expire five years from the consummation of a Business Combination or

earlier upon redemption or liquidation.

The

Company may call the Warrants for redemption:

●

whole and not in part;

●

a price of $0.01 per warrant;

●

upon

a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

●

if,

and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to

the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period

commencing at least 30 days after completion of our initial business combination and ending three business days before we send the

notice of redemption to the warrant holders.

The

Private Warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its

permitted transferees, the Private Warrants (i) are locked-up until the completion of our initial business combination and (ii) will

be entitled to registration rights.

The

exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like. Additionally, in no event will the Company be required to net

cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates

the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will

they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly,

the warrants may expire worthless.

F-14

The

exercise price is $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional Class A ordinary

shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at

an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price

to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates,

without taking into account any Founder Shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance)

(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity

proceeds (including from such issuances and this offering), and interest thereon, available for the funding of our initial business combination

on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading

price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate

our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the

warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and

the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market

Value and the Newly Issued Price.

Rights — Except

in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive

one-quarter (1/4) of one Class A ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional

shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise

addressed in accordance with the applicable provisions of BVI law. In the event the Company is not the surviving company upon completion

of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order

to receive the one-quarter (1/4) of one Class A ordinary share underlying each right upon consummation of the Business Combination. If

the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the Public

Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights

will expire worthless.

NOTE

8. FAIR VALUE MEASUREMENTS

The

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

liabilities:

Level

1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which

transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level

2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets

or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level

3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The

following table presents information about the Company’s assets that are measured at fair value as of May 1, 2026, and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level

May

1, 2026

Equity:

Fair value of Public Warrants for Class A ordinary shares subject to possible redemption allocation

$ 2,312,362

Fair value of Public Rights for Class A ordinary shares subject to possible redemption allocation

$ 6,967,275

F-15

The

fair values of Public Warrants and Private Warrants were determined using Binomial/Lattice Model. The Public Warrants and Private

Warrants have been classified within shareholders’ equity and will not require remeasurement after issuance. The fair values of

Public Rights and Private Rights were determined using Probability-Weighted Expected Return Method. Both Public Rights and Private Rights

have been classified within shareholders’ equity and are not subject to subsequent remeasurement. The following table presents

the quantitative information regarding market assumptions used in the valuation of the Public Warrants and Public Rights:

May 1, 2026

Estimated share price

$ 9.20

Exercise price

$ 11.50

Term (years)

2.75

Annual risk-free rate (term-matched)

3.79 %

Expected warrant implied volatility based on warrants from comparable SPAC securities

10.06 %

Probability of Merger Closing

25 %

NOTE

9. SEGMENT INFORMATION

ASC

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about

operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise

for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker,

or group, in deciding how to allocate resources and assess performance.

The

Company’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the

operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly,

management has determined that the Company only has one operating segment.

When

evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics,

which include the following:

For the Period from January 1, 2026 through May 1, 2026

For the

Period from

May 27,

2025 (inception)

through

December 31, 2025

(Audited)

Cash held in the Trust Account

$ 120,750,000

$ -

Formation and operating costs

$ (30,220 )

$ (44,400 )

The

key measures of segment profit or loss reviewed by our CODM are interest earned on investment in Trust Account and formation and operating

costs. The CODM reviews interest earned on investments held in Trust Account to measure and monitor shareholder value and determine the

most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Within the

operating expenses, the CODM specifically reviews professional service fees, which are a significant segment expense, and include legal

fees and advisory fees. These expenses are monitored to manage and forecast cash available to complete a Business Combination within

the required period. Other general and administrative expenses, including accounting expenses, printing expenses, and regulatory filing

fees, are reviewed in the aggregate to ensure alignment with budget and contractual obligations. Funds invested in the Trust Account

represent the predominant portion of the Company’s total assets and are monitored by the CODM to determine the most effective strategy

of investment with the Trust Account funds, while maintaining compliance with the trust agreement.

NOTE

10. SUBSEQUENT EVENTS

accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or

transactions that occurred through the date the audited financial statements were available to issue. Based upon this review, the Company

did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

F-16

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 19

v3.26.1

Cover

May 01, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 01, 2026

Entity File Number

001-43253

Entity Registrant Name

ARC

Group Acquisition I Corp

Entity Central Index Key

0002073515

Entity Tax Identification Number

00-0000000

Entity Incorporation, State or Country Code

Entity Address, Address Line One

398

S Mill Avenue

Entity Address, Address Line Two

Suite 306

Entity Address, City or Town

Tempe

Entity Address, State or Province

Entity Address, Postal Zip Code

85284

City Area Code

(928)

Local Phone Number

625-0928

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Units, each consisting of one Ordinary Share, par value $0.0001 per share, one warrant, and one right to acquire 1/4

Title of 12(b) Security

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

Trading Symbol

ARCLU

Security Exchange Name

NASDAQ

Ordinary Shares included as part of the Units

Title of 12(b) Security

Ordinary

Shares included as part of the Units

Trading Symbol

ARCL

Security Exchange Name

NASDAQ

Rights included as part of the Units

Title of 12(b) Security

Rights

included as part of the Units

Trading Symbol

ARCLR

Security Exchange Name

NASDAQ

Warrants, each warrant exercisable for one ordinary share at an exercise price of $11.50 per share

Title of 12(b) Security

Warrants,

each warrant exercisable for one ordinary share at an exercise price of $11.50 per share

Trading Symbol

ARCLW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=ARCLU_UnitsEachConsistingOfOneOrdinaryShareParValue0.0001PerShareOneWarrantAndOneRightToAcquire14Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=ARCLU_OrdinarySharesIncludedAsPartOfUnitsMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=ARCLU_RightsIncludedAsPartOfUnitsMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=ARCLU_WarrantsEachWarrantExercisableForOneOrdinaryShareAtExercisePriceOf11.50PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: