ARC Group Acquisition I Corp-A美股招股说明书(2026-04-30版)

$105,000,000ARC Group Acquisition I Corp10,500,000 Units ARC Group Acquisition I Corp is a blank check company incorporated as a BVI business company and formed for the purpose ofeffecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combinationwith one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selectedany business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. While we may pursue an acquisition opportunity in any business, industry, sector orgeographical location, we intend to identify and acquire a business where we believe our management teams’ and our affiliates’expertise us with a competitive advantage, including technology, healthcare and logistics industries. We will seek to acquire one ormore businesses with an aggregate enterprise value of $700 million or greater, although, if we believe it is in the best interests of ourshareholders, we may pursue a business combination with a target below that size. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share,one redeemable warrant and one right that entitles the holder thereof to receive one-quarter (1/4) of one ClassA ordinary share uponconsummation of our initial business combination. Each warrant entitles the holder thereof to purchase one Class A ordinary share at aprice of $11.50 per share, subject to adjustment as described herein. The warrants will become exercisable 30 days after thecompletion of our initial business combination and will expire five years after the completion of our initial business combination orearlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectusto purchase up to an additional 1,575,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against,our initial business combination, all or a portion of their Class A ordinary shares that were sold as part of the units in this offering,which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price,payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trust account, less taxes payable,divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. Theproceeds placed in the trust account and the interest earned thereon will not be used to pay for possible excise tax or any other fees ortaxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation anyexcise tax due under the Inflation Reduction Act of 2022 on any redemptions or share buybacks by our company.See“Summary —The Offering — Redemption rights for public shareholders upon completion of our initial business combination” and “Summary— The Offering — Redemption of public shares and distribution and liquidation if no initial business combination”for moreinformation. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section13 of the Securities Exchange Act of1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% ofthe shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote alltheir shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or againstour initial business combination.See“Summary — The Offering — Limitation on redemption rights of shareholders holding 15%or more of the shares sold in this offering if we hold shareholder vote”for further discussion of certain limitations on redemptionrights. We have until the date that is 12 months from the closing of this offering, with one (1) three-month extension at the option of thesponsor (as may be extended further by shareholder approval to amend our amended and restated memorandum and articles ofassociation to extend the date by which we must co