ARC Group Acquisition I Corp.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

On May 27, 2025, we 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 offset with the Promissory Note upon the IPO. 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 Initial 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 underwriter, no Founder Shares are subject to forfeiture.

On May 1, 2026, we consummated its Initial Public Offering of 10,500,000 units, at $10.00 per Unit, generating gross proceeds of $105,000,000. Each Public Unit contains one Class A ordinary share, one right, and one redeemable warrant. 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 Public Unit, generating additional gross proceeds to the Company of $15,750,000.

Simultaneously with the consummation of the closing of the Initial Public Offering, we consummated the private placement of an aggregate of 200,000 units to the Sponsor at a price of $10.00 per Private Unit, generating gross proceeds of $2,000,000.