ARC Group Acquisition I

According to the SEC submission, director Nair Krishnan Satis Waran has a reported direct position of 5,000 shares. The document makes no assertions regarding customer relationships, revenue figures, market sizing, technology development, partnership arrangements, legal disputes, or executive appointments. As a routine compliance entry documenting baseline insider equity without operational or structural commentary, it introduces no new variables for investor redemption calculations or valuation models.

These provisions establish definitive cash-flow parameters and decision triggers for public capital, confirming that redemption valuations are strictly tied to actual trust balances plus interest less statutory deductions and dissolution allowances, while immunizing the trust from Inflation Reduction Act penalties. The unlimited extension mechanism coupled with recurring redemption offers forces periodic liquidity elections for holders.

This is the final pre-effective amendment before the IPO. It provides investors with the latest financial condition (audited as of December 31, 2025), final share structure, and trust value ($10.06 per share). The filing contains extensive risk factor updates, sponsor compensation tables, dilution projections under various redemption scenarios, and details on sponsor incentives and conflicts. The document materially affects an investor's ability to evaluate the offering terms, sponsor conduct, and liquidity risk.

This filing establishes the definitive terms for ARC Group Acquisition I Corp's SPAC IPO. Key mechanics: trust per share $10.00, 12-month deadline to complete a business combination (extendable to 15 months by sponsor, with further extensions by shareholder vote), public shareholders have redemption rights, and the sponsor's founder shares were purchased at approximately $0.00483 per share, creating significant dilution. The document also details conflicts of interest (Ian Hanna is CEO of underwriter ARC Group Securities LLC) and prior SPAC experiences of management. The offering is not subject to Rule 419 protections.

This filing is a critical step toward the IPO becoming effective. It provides investors with the latest financial condition and updated terms of the offering. The trust will hold $150 million ($10.00 per unit) with a deadline to complete a business combination by May 1, 2027 (18 months after closing, extendable by three months at sponsor's option). The filing discloses that the sponsor paid $0.002 per founder share and will purchase 200,000 private units at $10.00 each. The dilution table shows pro forma net tangible book value per share after the offering ranges from $6.80 (no redemptions) to $0.15 (100% redemption) assuming no over-allotment. The filing also highlights conflicts of interest (Ian Hanna is CEO of the underwriter ARC Group Securities) and the extensive prior SPAC experience of management. The inclusion of an audited balance sheet is a key condition for separate trading of shares and warrants.

This is the pre-effective S-1/A for ARCL's IPO. The document contains all metrics relevant to a redemption-calendar investor: the trust will hold $10.00 per unit ($150M base, $172.5M with overallotment); the company has 18 months to close a deal (with one 3-month sponsor extension); the sponsor paid ~$0.002 per founder share; and the dilution table shows that even with no redemptions, public shareholders would have an implied post-business-combination value of $6.81 per share. The document also discloses that management's prior SPAC deals with Ian Hanna's involvement saw redemption rates of 97-99% (e.g., Graphjet Technology, OneMedNet, CURRENC Group, Thunder Power, and Australian Oilseeds), meaning prior de-SPAC transactions retained minimal cash from the trust. The poor performance of past deals (e.g., Graphjet market cap ~$7.35M, Thunder Power delisted and trading at $0.22) is disclosed as a risk and should weigh heavily on any analysis of this sponsor's deal-making ability.

For redemption-calendar and trust-value tracking: the trust holds $10.06 per share, the deadline is 2027-05-01, and the sponsor can extend by three months. The filing provides full dilution tables showing net tangible book value per share under various redemption scenarios (0% to 100%) with and without the over-allotment option. It confirms the IPO is 15,000,000 units at $10.00 per unit. It details extensive sponsor compensation and numerous conflicts of interest, including that Ian Hanna is CEO of the underwriter ARC Group Securities. The filing also discloses that the management team's prior SPAC deals (Graphjet, CURRENC Group, Thunder Power, Australian Oilseeds) experienced 97-99% public share redemptions and subsequent significant stock price declines.

This filing establishes the public vehicle through which investors can participate in a future business combination led by this management team. It formalizes the trust size, redemption mechanics, sponsor economics (including the large founder share discount), extension provisions, and the extensive conflicts of interest with the management's other SPAC, D. Boral ARC Acquisition I Corp. The track record of management's prior SPACs (EF Hutton Acquisition I and Northern Lights Acquisition Corp.) is disclosed, noting that both experienced approximately 98-99% public share redemptions and that the post-combination entities now trade at market caps of approximately $9.9 million and $6.2 million respectively.

What changed: Form 10-Q (Quarterly Report) for ARC Group Acquisition I Corp. for the quarterly period ended June 30, 2026, the first such report since the company's IPO on May 1, 2026. The company completed its IPO on May 1, 2026, raising $120,750,000 in trust. Trust value as of June 30, 2026 is $121,464,805 ($10.06 per share for 12,075,000 Class A shares subject to redemption). Sponsor surrendered 2,217,857 Class B shares on April 6, 2026, reducing founder stake to 5,175,000 shares. No business combination progress disclosed; the company is still searching. Working capital of $1,093,111 is available for operations. The deadline for a business combination is 12 months from IPO (May 1, 2027) with a possible 3-month extension at sponsor's option. Why it matters: This is the first financial snapshot post-IPO. Trust per share of $10.06 indicates a small interest accretion. The sponsor's downsizing of founder shares reduces potential dilution. The extended deadline (May 2027) gives the company over 10 months to find a target. Working capital appears adequate for search activities. No adverse sponsor conduct is noted.

What changed: A Form 8-K current report accompanied by a press release (Exhibit 99.1) announcing the commencement of separate trading for the component securities underlying the company's initial public offering units. The filing introduces no adjustments to the redemption timeline, trust account balances, extension windows, or sponsor conduct. It formally reports that, effective May 28, 2026, holders of the 12,075,000 units issued in the initial public offering (which closed May 5, 2026 and May 7, 2026, including the fully exercised over-allotment option) may instruct transfer agent Efficiency INC. to unbundle each unit. The separated securities will list independently on Nasdaq: Class A ordinary shares under ARCL, warrants exercisable for one share at $11.50 under ARCLW, and rights to receive one-fourth (1/4) of a share upon business combination completion under ARCLR. Unseparated units retain the ARCLU symbol. Why it matters: Decoupling the units creates separate liquidity and pricing mechanisms for the equity base, the leveraged warrant premium, and the fractional residual claim, allowing investors to adjust exposure without purchasing composite vehicles. For a blank-check entity in its pre-combination search phase, this is a standard operational milestone that expands secondary market utility while leaving core economics untouched. Per the attached press release, the Company intends to pursue transactions in technology, healthcare, and logistics where its management and affiliate networks provide identifiable advantages. Datuk Dr. Doris Wong Sing Ee, identified as Chief Executive Officer and Director, signed the filing on behalf of the registrant, which was previously known as D. Boral ARC Acquisition II Corp following a June 17, 2025 corporate renaming.

What changed: Quarterly report (Form 10-Q) for a pre-IPO blank-check company covering the period ended March 31, 2026. The company completed its initial public offering on May 1, 2026 (after the balance-sheet date), issuing 10,500,000 units at $10.00/unit ($105 million gross), plus a full over-allotment of 1,575,000 units ($15.75 million) and a 200,000-unit private placement to the sponsor ($2 million). An aggregate $120.75 million was placed in trust. In connection with the IPO, the sponsor surrendered 2,217,857 Class B ordinary shares on April 6, 2026, leaving 5,175,000 Class B shares outstanding. The company recorded a net loss of $27,000 for Q1 2026 and had a working capital deficit of $542,582 at March 31, 2026. Why it matters: This 10-Q confirms that ARCL completed its IPO and funded its trust on May 1, 2026, at $10.06 per share (gross $10.00/unit plus the pro-rata interest that will be earned). The trust now holds $120.75 million, giving shareholders a $10.06/share floor for redemptions. The sponsor surrendered additional founder shares just before the IPO, reducing the potential insider dilution. Shareholders should note that the company has 12 months from the IPO to find a target (with a possible three-month extension), and the filing contains standard redemption and liquidation terms.

What changed: Routine compliance exhibit — SEC Form 3 initial statement of beneficial ownership. The filing logs baseline inventory rather than executing a trade, reporting 5,175,000 direct shares and 200,000 direct shares for MFH 2, LLC, which identifies itself in the submission as a 10% owner. Because this Form 3 merely captures existing positions upon cross-threshold registration, it produces no purchase, sale, or conversion activity. Accordingly, the aggregate public float available for shareholder redemption, the trust account balance trajectory, and the active SEARCHING window proceed mechanically unchanged by this disclosure. Why it matters: For investors tracking redemption mechanics and sponsor alignment, the filing establishes the reporting baseline that mandates future Section 16 compliance for MFH 2, LLC. The unadjusted position of 5,175,000 direct shares and 200,000 direct shares indicates no immediate liquidity draw or dilution event from this blockholder during the pre-deadline phase, while delivering zero substantive commentary on pipeline quality, revenue projections, technology moats, partnership validations, or executive departures. The submission functions strictly as a procedural registry update.

What changed: Joint Filing Agreement. First, this document is identified in its own terms as a Joint Filing Agreement executed by Feis Equities LLC and Lawrence M. Feis, authorizing the concurrent submission of the Schedule 13G dated May 11, 2026 concerning Ordinary shares of ARC Group Acquisition I Corp under Rule 13d-1(k). Second, regarding SPAC mechanics, the undersigned make no statements modifying redemption schedules, trust value trajectories, extension voting procedures, deal selection progress, or sponsor conduct expectations. Third, regarding other substance, the filing contains zero assertions about customer concentrations, revenue profiles, total addressable markets, corporate strategy, technological infrastructure, partnership ecosystems, active litigation, or executive succession. The only operative attribution places joint disclosure responsibility exclusively on Feis Equities LLC and Lawrence M. Feis, effective May 11, 2026. Why it matters: For investors tracking the SEARCHING phase, this exhibit confirms only that two affiliated reporting entities have contractually agreed to share SEC filing logistics without transferring, pledging, or reallocating beneficial ownership interests. It introduces no economic leverage, does not alter redemption pricing mechanics, imposes no extension triggers, and signals no movement toward business combination negotiations. As a purely administrative compliance instrument, it requires no adjustment to position sizing relative to the existing capitalization table or liquidation calendar.

What changed: Form 3 — Initial Statement of Beneficial Ownership of Securities (routine compliance exhibit / insider ownership report). The filing states that Director Pappas Soon Ping holds 5,000 shares directly. No purchase, sale, or transaction date is recorded, indicating this is an opening position disclosure rather than a traded update. Why it matters: This routine compliance exhibit does not shift the SPAC’s $10.06 trust per share, maintain its SEARCHING designation, or alter the 2027-05-01 deadline. It offers no insight into business combination progress, extension parameters, or sponsor conduct. The document contains no attributable claims concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel movements; because it solely documents an initial director holding, it carries no operational impact on shareholder redemption windows, trust valuations, or vote calibration.

What changed: Form 8-K current report disclosing the consummation of the Company’s Initial Public Offering (IPO) and filing the accompanying audited financial statements dated May 1, 2026. On May 1, 2026, the Company closed its IPO of 12,075,000 units at $10.00 per unit, generating $120,750,000 in gross proceeds, which included the full exercise of the 1,575,000-unit over-allotment option granted to ARC Group Securities LLC. Simultaneously, Sponsor MFH 2, LLC completed a private placement of 200,000 units for $2,000,000. Total transaction costs were $1,886,234, consisting of $771,530 in other offering costs and $1,114,704 in fair value of 483,000 representative shares issued to ARC Group Securities LLC and IB Capital LLC. The audited balance sheet places $120,750,000 in the Trust Account and leaves $2,000,000 in operating cash. Class A ordinary shares subject to possible redemption are recorded at a redemption value of $10.00 per share, totaling $120,750,000. Each unit includes one right entitling the holder to one-fourth (1/4) of a share and one redeemable warrant with a $11.50 exercise price. Why it matters: This filing establishes the post-OFFERING baseline for all future redemption and liquidation math, locking the public share count at 12,075,000 and the trust balance at $120,750,000. It confirms the underwriter's over-allotment was fully exercised, finalizing the public float. The document details that the Sponsor, officers, and directors have contractually waived redemption rights on their founder and private shares and agreed to vote them in favor of a business combination. Per Note 1, management states it intends to focus on industries complementing its background, but discloses it had not commenced operations or identified a target as of the filing date. It also specifies warrant mechanics, including an anti-dilution reset to 115% of the higher of the market value or newly issued price if subsequent equity raised for the business combination falls below $9.20 per share and exceeds 60% of total available funds. The combination period is set at 12 months from closing, with one three-month extension at the Sponsor's discretion.

What changed: This document is a Joint Filing Agreement (Exhibit A) attached to a Schedule 13G beneficial ownership report for ARC Group Acquisition I Corp., executed on May 7, 2026. The filing text discloses zero changes to the SPAC’s redemption deadline, trust value per share, extension timeline, business combination progress, or sponsor conduct. It contains no share quantities, ownership percentages, or transaction history. The only operative fact is the procedural execution of a joint filing arrangement among the listed Harraden Circle investment vehicles and Frederick V. Fortmiller, Jr. in his capacity as Managing Member, to comply with Rule 13d-1(k). Why it matters: For investors tracking redemption mechanics and sponsor activity, this confirms the administrative consolidation of beneficial ownership reporting obligations across the Harraden Circle family of funds under a single signatory, while the absence of a Schedule 13D amendment indicates no disclosed intent to influence company control or management at this time. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Its substantive value lies entirely in regulatory transparency: it establishes the exact reporting conduits for future Schedule 13D/13G filings ahead of any potential target announcement, tender offer, or extension vote.

What changed: A joint filing agreement submitted as an exhibit to a Schedule 13G covering ordinary shares of ARC Group Acquisition I Corp. Feis Equities LLC and Lawrence M. Feis formally consolidated their regulatory reporting obligations for the May 7, 2026 Schedule 13G statement and any future 13D amendments regarding the issuer's ordinary shares, executed pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934. The agreement does not alter trust distribution mechanics, adjust the business combination deadline, change redemption terms, or update sponsorship conduct or deal status. Why it matters: The joint filing arrangement streamlines SEC compliance for affiliated beneficial owners while preserving transparent disclosure of their combined stake. It carries no independent economic or operational impact on the SPAC, and contains no claims regarding customer acquisition, revenue streams, market sizing, strategic initiatives, technology development, partnership structures, litigation posture, or executive personnel changes.

What changed: Form 8-K filed to report the closing of ARC Group Acquisition I Corp's initial public offering, including entry into underwriting, warrant, rights, trust, registration rights, and other definitive agreements, as well as the unregistered sale of private placement units, execution of indemnity and letter agreements, and adoption of amended charter. The company consummated its IPO on May 1, 2026, selling 12,075,000 units at $10.00 per unit (including full exercise of over-allotment) for gross proceeds of $120,750,000. Simultaneously, 200,000 private placement units were sold to the sponsor for $2,000,000. Total $120,750,000 was deposited into the trust account, resulting in trust value of $10.00 per public share. The company entered into all standard IPO-related agreements (underwriting, warrant, rights, trust, registration rights, private units purchase, indemnity, and administrative services). The charter was amended and restated. Directors and officers signed indemnity agreements and a letter agreement with lock-up and voting commitments. The trust deadline for a business combination is 12 months (with one three-month extension option). Why it matters: This filing confirms that the SPAC is now publicly traded with a fully funded trust, establishing the baseline per-share trust value ($10.00) and starting the 12-to-15-month clock for a business combination. It provides the redemption mechanics, warrant and right terms, sponsor lock-ups, and related party agreements. No target has been identified or discussed. Investors should track the trust value ($10.06 per share per status, likely including interest) and the May 1, 2027 deadline (extendable to August 1, 2027). This is the foundational document for monitoring future deal announcements, redemptions, and extensions.