A
ARC Group Acquisition II
CLMZFiledARC Group Acquisition II Corp. · Nasdaq Capital Market (proposed) · Blank-check company / SPAC · Research source · S-1 · 2026/08/20 · SEC checked 2026-10-19
Latest filing update · S-1
The issuer filed a preliminary Form S-1 on August 20, 2026 for a proposed offering of 10.5 million units at $10.00 per unit.
Research source · S-1 · 2026/08/20Latest analyzed filing · S-1 · 2026-08-20
Updates and this research have separate source dates; newer facts do not silently replace earlier conclusions.
SummaryWATCHReport source · S-1
SPAC structure is clear, but sponsor dilution and the unidentified target require caution
The base deal would place $105M into trust. Each unit includes one share, a one-quarter share right and one warrant exercisable at $11.50; founder shares were acquired for a nominal $25,000. The transaction therefore carries material post-combination dilution before any target has been identified.
- Business and development direction
A BVI blank-check company seeking a business combination, with a stated focus including technology, healthcare and logistics.
Current business Blank-check company / SPAC100%
Future development Qualifying business combination100%
DECISION DRIVERS
Key risks
High
Risk 1
No acquisition target has been selected and investors cannot assess an operating business.
High
Risk 2
Rights, warrants, founder shares and possible loan conversions create layered dilution.
High
Risk 3
Sponsor economics differ sharply from the $10.00 paid by public investors.
Sources and calculation notes
Read this report’s SEC filing ↗
| View | Source basis |
|---|---|
| Offering quality | This saved report has no compatible source inputs for this calculation. Open filing ↗ |
BOOKRUNNERS / LEAD UNDERWRITERSUnderwriters named in the prospectus
PRELIMINARY| # | Institution | Underwriting allocation | Ratio | Shares |
|---|---|---|---|---|
| 1 | ARC Group Securities LLC | |||
| 2 | Clear Street LLC |
Underwriting terms
| Measure | Reported value | Unit |
|---|---|---|
| Underwriting discount per unit | $0.15 | $ / security |
| Total underwriting discount | $1,575,000 | $ |
Source and calculation
Prospectus cover; per-unit and total columns as disclosed; no conversion to constituent securities Figures retain their stated source scenario and conditions.
Underwriting discount per unit
Prospectus cover; per-unit and total columns as disclosed; no conversion to constituent securities
SEC table 25 row 3; source 84007:86199; SHA256 d85dccc69268f8e62e098a8893cb1e61fc1b0f5e55ba655f0865740df50f2a9a ↗Prospectus cover; per-unit and total columns as disclosed; no conversion to constituent securities Figures retain their stated source scenario and conditions.
Total underwriting discount
Prospectus cover; per-unit and total columns as disclosed; no conversion to constituent securities
SEC table 25 row 3; source 84007:86199; SHA256 d85dccc69268f8e62e098a8893cb1e61fc1b0f5e55ba655f0865740df50f2a9a ↗IPO CAPITAL QUALITY
Offering price per unit $ / security$10
Gross offering amount $$105,000,000
Issuer proceeds before expenses $$103,425,000
Underwriting discount per unit $ / security$0.15
Basis and evidence
No estimate is substituted for missing offer terms.
Capital quality is not yet quantifiable from the filed terms. IPO177 will calculate it when primary/secondary shares, fees and net proceeds are all disclosed.
Offering structure
| Measure | Reported value | Unit |
|---|---|---|
| Offering price per unit | $10 | $ / security |
| Gross offering amount | $105,000,000 | $ |
Source and calculation
Prospectus cover; per-unit and total columns as disclosed; no conversion to constituent securities Figures retain their stated source scenario and conditions.
Offering price per unit
Prospectus cover; per-unit and total columns as disclosed; no conversion to constituent securities
SEC table 25 row 2; source 84007:86199; SHA256 d85dccc69268f8e62e098a8893cb1e61fc1b0f5e55ba655f0865740df50f2a9a ↗Prospectus cover; per-unit and total columns as disclosed; no conversion to constituent securities Figures retain their stated source scenario and conditions.
Gross offering amount
Prospectus cover; per-unit and total columns as disclosed; no conversion to constituent securities
SEC table 25 row 2; source 84007:86199; SHA256 d85dccc69268f8e62e098a8893cb1e61fc1b0f5e55ba655f0865740df50f2a9a ↗Proceeds and intended uses
| Measure | Reported value | Unit |
|---|---|---|
| Issuer proceeds before expenses | $103,425,000 | $ |
Source and calculation
Prospectus cover; per-unit and total columns as disclosed; no conversion to constituent securities Figures retain their stated source scenario and conditions.
Issuer proceeds before expenses
Prospectus cover; per-unit and total columns as disclosed; no conversion to constituent securities
SEC table 25 row 4; source 84007:86199; SHA256 d85dccc69268f8e62e098a8893cb1e61fc1b0f5e55ba655f0865740df50f2a9a ↗Dilution and valuation
IPO price$10.00
| Calculation | Shares | Value | Reference |
|---|---|---|---|
| Base public units | 10.50M | $105.0M | $10.00 |
| Full over-allotment | 12.075M | $120.75M | +15.0% |
| Founder shares · before IPO option forfeiture | 5.175M | $25K cost | $0.0048/share |
| Founder shares · base, no option | 4.50M | $25K cost | 675K forfeited |
| Rights + warrants | up to 13.125M | Post-combination | Dilutive |
Source share-count bases
Share capital
Ordinary shares outstanding before the offering as disclosed; separately stated offering-related forfeiture remains a distinct stage
| Measure | Reported value |
|---|---|
| Pre-offer shares (as disclosed) | 5,175,000 |
Source and calculation
Pre-offer shares (as disclosed)
Ordinary shares outstanding before the offering as disclosed; separately stated offering-related forfeiture remains a distinct stage
SEC table 422 row 23; source 1082160:1135360; SHA256 855488ded47d90f308638a83f88a8938856c7a014f6dd8629f0e1a6d1bcb8347 ↗Sources and calculation notes
Read this report’s SEC filing ↗
| View | Source basis |
|---|---|
| Share-count comparison | A compatible post-offer share count is needed. Available pre-offer figures remain in the table above. Open filing ↗ |
| Ownership across stages | Comparable ownership figures across stages are unavailable in this report. See Control for holdings on their disclosed basis. Open filing ↗ |
| IPO valuation scenario simulator | Requires a verified offer price and post-offer share count on the same basis. Open filing ↗ |
CONTROLLING PARTYSponsor / founder-share holders
SPAC phase before an initial business combination
- Voting
- Board control before combination
- Economic
- Founder block
- As of
- 2026/08/20
!Founder shares, rights and warrants create layered influence and dilutionView source ↗
Relationship filters
ownership / voting rights
| Entity / holder | Economic ownership | Relationship |
|---|---|---|
| Founder shares · 4.50M · baseVoting power / rights: Board control before combination | 28.92% | Controlling party |
| Public unit shares · 10.50M · base | 67.48% | Major ownership group |
| Private / representative shares · 0.56M · base | 3.60% | Public / new investors |
Select for details · Founder shares · 4.50M · base
Disclosed holdings by source basis
Beneficial holders (non-additive)
Post-offer beneficial ownership as disclosed; holders may overlap; not an additive economic ownership breakdown
| Measure | Reported value |
|---|---|
| MFH 3, LLC(3) | 100% |
Source and calculation
MFH 3, LLC(3)
Post-offer beneficial ownership as disclosed; holders may overlap; not an additive economic ownership breakdown
SEC table 591 row 12; source 1718361:1735298; SHA256 cbaafdc8c7a580f55da6e9717fd763db55c03d3af473f35fae7d61cc76fbec5b ↗Economic ownership100%
- Founder shares · 4.50M · base 28.92%
- Public unit shares · 10.50M · base 67.48%
- Private / representative shares · 0.56M · base 3.60%
Why control differs from ownership
Base ownership uses 15.56M shares: 10.5M public, 4.5M founder, 420K representative and 140K private shares. Percentages are calculated from this same no-option table.
The July resizing left 5.175M founder shares, costing about $0.0048 each; a further 675K are forfeited if the IPO option is not exercised.
Founder holders appoint and remove directors before a business combination.
Rights add one share for every four units when a business combination closes.
Warrants and possible loan conversions add further dilution.
Conditional lock-up timeline
Conditional lock-up timeline
Eligibility is not a sale. Release conditions, holder groups and exceptions remain separate.
Milestones and unconfirmed releases
| Holder / event | Term / date | Conditions |
|---|---|---|
| Business combination | Within 18–21 months +25% · 2.625M right shares | Business combination · Public right holders · Not yet published — awaiting the effective or final prospectus. · Completion of a qualifying business combination · Cumulative: 2.625M (+25% vs base units) · No trading-volume basis is available; calculate after 20 trading sessions. |
| Warrant exercise | 30 days after combination Up to 100% · up to 10.50M shares | Warrant exercise · Public warrant holders · Not yet published — awaiting the effective or final prospectus. · Exercise at $11.50, subject to registration and redemption terms · Cumulative: 10.50M (Up to 23.625M public-derived shares) · No trading-volume basis is available; calculate after 20 trading sessions. |
| Founder release | 6 months after combination* 4.50M–5.175M · 4.5M base; 5.175M with full option exercise | Founder release · Sponsor and permitted transferees · Not yet published — awaiting the effective or final prospectus. · IPO option forfeiture determines the block; release remains subject to lock-up expiry or disclosed price conditions · Cumulative: 4.50M–5.175M (Separate conditional pool) · No trading-volume basis is available; calculate after 20 trading sessions. |
Basis and evidence
Business combination
Business combination · Public right holders · Not yet published — awaiting the effective or final prospectus. · Completion of a qualifying business combination · Cumulative: 2.625M (+25% vs base units) · No trading-volume basis is available; calculate after 20 trading sessions.
Lock-up / shares eligible for future sale ↗Warrant exercise
Warrant exercise · Public warrant holders · Not yet published — awaiting the effective or final prospectus. · Exercise at $11.50, subject to registration and redemption terms · Cumulative: 10.50M (Up to 23.625M public-derived shares) · No trading-volume basis is available; calculate after 20 trading sessions.
Lock-up / shares eligible for future sale ↗Founder release
Founder release · Sponsor and permitted transferees · Not yet published — awaiting the effective or final prospectus. · IPO option forfeiture determines the block; release remains subject to lock-up expiry or disclosed price conditions · Cumulative: 4.50M–5.175M (Separate conditional pool) · No trading-volume basis is available; calculate after 20 trading sessions.
Lock-up / shares eligible for future sale ↗Sources and calculation notes
Read this report’s SEC filing ↗
| View | Source basis |
|---|---|
| Potential supply pressure | This saved report has no compatible source inputs for this calculation. Open filing ↗ |
Financial quality
| Calculation | Reported value |
|---|---|
| Total assets2026-06-30 · Unaudited | $271,500 |
| Total assets2025-12-31 | $243,000 |
| Current liabilities2026-06-30 · Unaudited | $334,120 |
| Current liabilities2025-12-31 | $287,400 |
| Total equity / (deficit)2026-06-30 · Unaudited | ($62,620) |
| Total equity / (deficit)2025-12-31 | ($44,400) |
| Net income / (loss)3M ended 2026-06-30 · Unaudited | ($6,220) |
| Net income / (loss)6M ended 2026-06-30 · Unaudited | ($18,220) |
| Net income / (loss)2025-05-14 – 2025-06-30 · Unaudited | ($23,400) |
| Net income / (loss)2025-05-14 – 2025-12-31 | ($44,400) |
| Total assets2026-06-30 | $271,500 |
| Total liabilities2026-06-30 | $334,120 |
| Total equity / (deficit)2026-06-30 | ($62,620) |
| Operating revenue | $0 |
| Base trust | $105.0M |
| Target enterprise value | ≥$700M |
| Combination period | 18 months |
| Founder cost | $25K |
Basis and evidence
Total Assets
June 30, 2026; issuer unaudited; currency symbol as printed ($); ISO currency not assigned; as of 2026-06-30
Total Assets
December 31, 2025; issuer; currency symbol as printed ($); ISO currency not assigned; as of 2025-12-31
Total Current Liabilities
June 30, 2026; issuer unaudited; currency symbol as printed ($); ISO currency not assigned; as of 2026-06-30
Total Current Liabilities
December 31, 2025; issuer; currency symbol as printed ($); ISO currency not assigned; as of 2025-12-31
Total Shareholder’s Deficit
June 30, 2026; issuer unaudited; currency symbol as printed ($); ISO currency not assigned; as of 2026-06-30
Total Shareholder’s Deficit
December 31, 2025; issuer; currency symbol as printed ($); ISO currency not assigned; as of 2025-12-31
Net Loss
3M ended 2026-06-30; issuer unaudited; currency symbol as printed ($); ISO currency not assigned; 3 months ended 2026-06-30
Net Loss
6M ended 2026-06-30; issuer unaudited; currency symbol as printed ($); ISO currency not assigned; 6 months ended 2026-06-30
Net Loss
2025-05-14 to 2025-06-30; issuer unaudited; currency symbol as printed ($); ISO currency not assigned; period from 2025-05-14 through 2025-06-30
Net Loss
2025-05-14 to 2025-12-31; issuer; currency symbol as printed ($); ISO currency not assigned; period from 2025-05-14 through 2025-12-31
Total assets
Actual balance sheet as of 2026-06-30; currency symbol as printed ($); no conversion; not the as-adjusted column
Total liabilities
Actual balance sheet as of 2026-06-30; currency symbol as printed ($); no conversion; not the as-adjusted column
Shareholders’ equity (deficit)
Actual balance sheet as of 2026-06-30; currency symbol as printed ($); no conversion; not the as-adjusted column
Operating revenue
Blank check
Base trust
$10.00/share
Target enterprise value
stated focus
Combination period
+3-month extension
Founder cost
5.175M before IPO option forfeiture
Sources and calculation notes
Read this report’s SEC filing ↗
| View | Source basis |
|---|---|
| Financial review | Reported financial figures are shown above. A cash-runway estimate needs compatible cash-flow and funding assumptions. Open filing ↗ |
LATEST COMPARISON
Open S-1 ↗Baseline filing — comparison pending
No source-comparable material changes identified in this report.
Why it mattersChanges dilution, public float and potential supply.
Evidence · S-1 · 2026/08/20S-1
• 10.5M units at $10.00 filed
• CLMZ symbols proposed; effectiveness pending
No acquisition target has been selected and investors cannot assess an operating business.
- Potential impact
- High
- Evidence
- S-1 · 2026/08/20 ↗
Rights, warrants, founder shares and possible loan conversions create layered dilution.
- Potential impact
- High
- Evidence
- S-1 · 2026/08/20 ↗
Sponsor economics differ sharply from the $10.00 paid by public investors.
- Potential impact
- High
- Evidence
- S-1 · 2026/08/20 ↗
A business combination deadline can pressure transaction selection.
- Potential impact
- Medium
- Evidence
- S-1 · 2026/08/20 ↗
DocumentS-1SEC registration statement
Filed2026/08/201 public filings identified
Source-bound table inputs20SEC EDGAR
Sources and calculation notes
Unit economics, founder capital and trust mechanics filed; effectiveness and target remain open
View the filing's actual first page ＋
