Current Report · Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 · 8-K

ARC Group Securities Acquisition I

FJDINASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events

Filed Aug 6, 2026Accepted Aug 6, 2026, 5:29 PM EDTCIK 2094712Accession 0001493152-26-036421

Company context

Current securities

FJDINASDAQ · EQUITY · Current FJDIRNASDAQ · RIGHT · Current FJDIUNASDAQ · UNIT · Current FJDIWNASDAQ · WARRANT · Current

Recent company filings

Disclosure sections

Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 5, 2026, ARC Group Securities Acquisition I (the “Company”) consummated its initial public offering (the “IPO”) of 10,500,000 units (the “Units”), at a price of $10.00 per Unit, for total gross proceeds of $105,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), one right entitling the holder to receive one-fourth (1/4th) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (each, a “Right”) and one redeemable warrant (the “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The underwriters have a 45-day option to purchase up to an additional 1,575,000 Units to cover over-allotments, if any. The Company filed a registration statement on Form S-1 (File No. 333-291302), as amended (the “ Registration Statement ”), with the U.S. Securities and Exchange Commission (the “ Commission ”) relating to the IPO, which was declared effective by the Commission on August 3, 2026. In connection with the IPO, on August 3, 2026, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company’s Registration Statements: Underwriting Agreement, dated August 3, 2026, by and between the Company and ARC Group Securities LLC, as representatives of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference; Warrant Agreement, dated August 3, 2026, by and between the Company and Efficiency, INC., a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference; Rights Agreement, dated August 3, 2026, by and between the Company and Efficiency, INC., a copy of which is attached as Exhibit 4.2 hereto and is incorporated herein by reference; Letter Agreement, dated August 3, 2026, by and between the Company, its executive officers, its directors and FDB I (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference; Investment Management Trust Agreement, dated August 3, 2026, by and between the Company and Efficiency, INC., a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference; Registration Rights Agreement, dated August 3, 2026, by and among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference; Private Units Purchase Agreement, dated August 3, 2026, by and among the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference. Indemnity Agreement, dated August 3, 2026, by and between the Company and each of the Company’s directors and officers, a form of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference. An Administrative Services Agreement, dated August 3, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. The material terms of such agreements are fully described in the Company’s final prospectus, dated August 3, 2026 as filed with the Commission on August 5, 2026 (the “ Prospectus ”) and are incorporated herein by reference. Each of the foregoing agreements, are attached hereto as exhibits to this Current Report on Form 8-K, as enumerated below in the table set forth in response to Item 9.01.

Item 3.02Item 3.02 - Unregistered Sales of Equity

Item 3.02. Unregistered Sales of Equity Securities. On August 5, 2026, simultaneously with the closing of the IPO, pursuant to the Private Units Purchase Agreement, the Company completed the private sale of an aggregate of 140,000 units (the “ Private Placement Units ”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $1,400,000 (the “ Private Placement ”). The Private Placement Units are identical to the Units sold in the IPO, except that, for so long as the Private Placement Units are held by the Sponsor or their permitted transferees, the Private Placement Units (i) may not (including the securities underlying the Private Placement Units), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, and (ii) are entitled to registration rights. The material terms of the Private Placement Units are fully described in the Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Units. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02Item 5.02 - Departure/Election of Directors

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the IPO, on August 3, 2026, each of Ian Hanna, Chairman of the Board, Chief Executive Officer and a director of the Company, Jake Carney, Chief Financial Officer of the Company, Daniel A. Mace, a director of the Company, Patrik Hriczo, a director of the Company, and Jennifer Goforth, a director of the Company, each entered into an indemnity agreement with the Company. On August 3, 2026, all directors and officers of the Company along with the Sponsor and certain other security holders named therein, entered into the Letter Agreement. Other than the foregoing, none of the directors or officers of the Company is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company. A copy of the Letter Agreement and form of the indemnity agreement are attached as Exhibits 10.1 and 10.5 hereto, respectively, and are incorporated herein by reference.

Item 5.03Item 5.03 - Amendments to Articles/Bylaws

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On August 3, 2026, immediately prior to the consummation of the IPO, the Company’s Amended and Restated Memorandum and Articles of Association became effective (the “ Amended Charter ”). The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events. A total of $105,000,000 of the net proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Efficiency, INC., acting as trustee. Except with respect to the interest earned on the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of: (i) the completion of its initial business combination; (ii) the redemption of any public shares if it does not consummate an initial business combination within the completion window in accordance with the Amended Charter; (iii) a repurchase of shares by means of a tender offer or (iv) the redemption of any public shares in connection with any amendment to the Amended Charter (A) that would modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or its obligation to redeem 100% of the public shares if it is unable to consummate its initial business combination within 12 months from the closing of this initial public offering, subject to extension up to 15 months by means of one three-month extension in accordance with the Amended Charter, or (B) with respect to any other material provisions of the Amended Charter relating to the rights of public shareholders or pre-initial business combination activity; and (iv) the Company’s liquidation. An audited balance sheet as of August 5, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be included in an amendment to the Form 8-K. On August 3, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On August 5, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Filed exhibits (4)

EX-4.1 (by filename) ex4-1.htm

EX-4.1 4 ex4-1.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “ Agreement ”), dated as of August 3, 2026, is by and between ARC Group Securities Acquisition I, a Cayman Islands exempted company (the “ Company ”), and Efficiency INC., a Delaware corporation, as warrant agent (in such capacity, the “ Warrant Agent,” and also referred to herein as the “ Transfer Agent ”). WHEREAS, the Company is engaged in an initial public offering (the “ Offering ”) of units of the Company’s equity securities, each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“ Class A Shares ”), one right to receive one-quarter (1/4) of one Class A Share (the “ Public Rights ”), and one redeemable Public Warrant (as defined below) (the “ Units ”) and, in connection therewith, has determined to issue and deliver up to 10,500,000 warrants (or up to 12,075,000 warrants if the underwriter exercises its right to purchase additional Units in the Offering (the “Over-allotment Option ”) in full) to public investors in the Offering (the “ Public Warrants ”); WHEREAS, the Company entered into that certain Private Placement Units Purchase Agreeme…

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EX-4.2 (by filename) ex4-2.htm

EX-4.2 5 ex4-2.htm EX-4.2 Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this “ Agreement ”) is made as of August 3, 2026 between Arc Group Securities Acquisition I, a Cayman Islands exempted company (the “ Company ”), and Efficiency, INC. (the “ Rights Agent ”). WHEREAS, the Company has entered into an agreement with ARC Group Securities LLC (the “ Representative ”), as representative of the several underwriters for the Company’s initial public offering (the “ Public Offering ”) pursuant to which the underwriters will purchase up to an aggregate of 10,500,000 units (or up to 12,075,000 units if the underwriters’ over-allotment option is exercised in full), each unit (the “ Unit ”) comprised of one Class A ordinary share of the Company, US$0.0001 par value per share (the “ Class A Ordinary Shares ”), one redeemable warrant to purchase one Class A Ordinary Share (the “ Public Warrants ”), and one right to receive one-fourth (1/4) of one Class A Ordinary Share (a “ Public Right ”) upon the happening of the Exchange Event (as defined below), and in connection therewith, the Company will issue and deliver up to an aggregate of 12,075,000 Public Rights upon the consummation …

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EX-99.1 (by filename) ex99-1.htm

EX-99.1 12 ex99-1.htm EX-99.1 Exhibit 99.1 ARC Group Securities Acquisition I Announces Pricing of $105,000,000 Initial Public Offering NEW YORK, August 3, 2026 (GLOBE NEWSWIRE) - ARC Group Securities Acquisition I (the “Company”) announced today the pricing of its initial public offering of 10,500,000 units at a price of $10.00 per unit. The units are expected to be listed for trading on the Nasdaq Stock Market LLC under the ticker symbol “FJDIU” beginning August 4, 2026. Each unit consists of one Class A ordinary share, one redeemable warrant of the Company, and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business combination. Each warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin separate trading, the Company expects that its Class A ordinary shares, warrants and rights will be listed on the Nasdaq Stock Market LLC under the symbols “FJDI,” “FJDIW” and “FJDIR,” respectively. The offering is expected to close on August 5, 2026, subject to customary closing conditions. The Company …

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EX-99.2 (by filename) ex99-2.htm

EX-99.2 13 ex99-2.htm EX-99.2 Exhibit 99.2 ARC Group Securities Acquisition I Announces Closing of $105,000,000 Initial Public Offering NEW YORK, August 5, 2026 (GLOBE NEWSWIRE) - ARC Group Securities Acquisition I (the “Company”) today announced closing of its previously announced initial public offering of 10,500,000 units at an offering price of $10.00 per unit, for total gross proceeds of $105,000,000. The units began trading on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “FJDIU” on August 4, 2026; separate listings are expected for Class A shares, warrants and rights. Each unit consists of one Class A ordinary share, one redeemable warrant of the Company, and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business combination. Each warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin separate trading, the Company expects that its Class A ordinary shares, warrants and rights will be listed on Nasdaq under the symbols “FJDI,” “FJDIW” and “FJDIR,” respectively. The Comp…

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