ARC Group Acquisition I Corp. agreed to acquire Firstborn in a transaction valued at $1,000,000,000 before debt, Working Capital and compensation adjustments. For investors, completion would create a wholly owned subsidiary, change the purchaser’s name to BlueCrest Investment, Inc., and require Shareholder approval, potential PIPE funding and minimum net tangible assets.

Key Highlights

  • Firstborn would become a wholly-owned subsidiary, while ARC Group Acquisition I Corp. would change its name to BlueCrest Investment, Inc.
  • The agreement establishes $618,000 as the target net working capital amount used in the purchase-price adjustment.
  • Closing requires at least $5,000,001 in consolidated net tangible assets after redemptions and any PIPE investment.

ARC Group Acquisition I Corp. (NASDAQ: ARCL) agreed to acquire all issued and outstanding shares of Firstborn Top Capital Sdn. Bhd. For consideration beginning at $1,000,000,000. The amount will be adjusted for closing net indebtedness, working capital and unpaid transaction-related compensation.

Share Consideration and Ownership Structure

The sellers will receive Class A ordinary shares of ARC Group Acquisition I Corp. with each seller’s allocation calculated through a conversion ratio based on the shares held before closing. The working capital adjustment compares net working capital with a target of $618,000, increasing or reducing consideration dollar-for-dollar. No minimum cash condition applies. Firstborn would become a wholly-owned subsidiary at completion. ARC Group Acquisition I Corp. would also change its name to BlueCrest Investment, Inc. The purchaser and Firstborn plan to seek a PIPE Investment during the interim period, with closing targeted to occur alongside the Business combination, while the Class A ordinary shares and warrants are expected to be listed on Nasdaq.

Approval Requirements and January 2027 Deadline

Completion depends on approval from ARC Group Acquisition I Corp. shareholders and Firstborn shareholders, regulatory conditions, an effective proxy and registration statement, and Nasdaq listing approval. Sponsor affiliates and MFH 2, LLC agreed to support the transaction, vote their shares in favor and waive Redemption and anti-dilution rights under the stated terms. Firstborn directors, officers and holders of 5% or more of its voting stock agreed to support the deal and oppose alternative transactions.