ARC Group Securities Acquisition I-A美股招股说明书(2026-08-05版)

$105,000,000ARC Group Securities Acquisition I10,500,000 Units ARC Group Securities Acquisition I is a blank check company incorporated as a Cayman Islands exempted company and formed forthe purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We havenot selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions,directly or indirectly, with any business combination target. While we may pursue an acquisition opportunity in any business, industry,sector or geographical location, we intend to identify and acquire a business where we believe our management teams’ and ouraffiliates’ expertise will provide us with a competitive advantage, including technology, healthcare and logistics industries. We willseek to acquire one or more businesses with an aggregate enterprise value of $700 million or greater, although, if we believe it is in thebest interests of our shareholders, 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 shareand one redeemable warrant and one right that entitles the holder thereof to receive one-quarter (1/4) of one ClassA ordinary shareupon consummation of our initial business combination. Each whole warrant entitles the holder thereof to purchase one Class Aordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. Nofractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will becomeexercisable 30 days after the completion of our initial business combination and will expire five years after the completion of ourinitial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day optionfrom the date of this prospectus to purchase up to an additional 1,575,000 units to cover over-allotments, if any. We will provide our public shareholders, other than our initial shareholders and our directors and officers, with the opportunity toredeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their Class Aordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit inthe trust account described below as of two business days prior to the consummation of our initial business combination, includinginterest 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. The proceeds placed in the trust account and the interest earnedthereon will not be used to pay for possible excise tax or any other fees or taxes that may be levied on the Company pursuant to anycurrent, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 onany redemptions or share buybacks by our company.See“Summary — The Offering — Redemption rights for public shareholdersupon completion of our initial business combination” and “Summary — The Offering — Redemption of public shares anddistribution and liquidation if no initial business combination”for more information. We have until the date that is 12 months from the closing of this offering, with one (1) three-month extension if the Company hasexecuted, within 12 months after the closing of this offering, a definitive agreement for a Business Combination, FDB I (the“Sponsor”) (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 consummate our initial business combination) or until such earlier liquidation date asour board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable toconsummate our initial business combination within such 12-month period or 15-month period, as applicable, we may seekshareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which wemust consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approvalfor an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders ofpublic shares, other than our initial shareholders and our directors and officers, will be offered an