ARC Worldwide : FY21 Annual Report - Audited

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

ARC Group Worldwide, Inc.

810 Flightline Blvd.

Deland, FL 32724

___________________________

[phone] www.arcw.com [e-mail] SIC Code 3490

AnnualReport

For the Period Ending: 6/30/2021

(the "Reporting Period")

As of 6/30/2021, the number of shares outstanding of our Common Stock was:

24,477,771

As of 3/28/2021, the number of shares outstanding of our Common Stock was:

24,164,639

As of 6/30/2020, the number of shares outstanding of our Common Stock was:

23,548,442

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control5 of the company has occurred over this reporting period:

• "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.
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Yes: ☐

No: ☒

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

ARC Group Worldwide, Inc.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

ARC Group Worldwide, Inc. was organized as a corporation under the laws of the State of Utah on 9/30/1987 and is currently active.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

Not applicable.

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

Common stock dividends are issued on Series A-1 and A-2 Preferred Shares on a quarterly basis since 9/28/2020.

The address(es) of the issuer's principal executive office:

810 Flightline Blvd, Deland FL 32724

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

2)	Security Information
Trading symbol:	ARCW
Exact title and class of securities outstanding:	Common Stock
CUSIP:		E00213H105
Par or stated value:	$0.0005
Total shares authorized:	225,000,000 as of date: 6/30/2021
Total shares outstanding:	24,777,771	as of date: 6/30/2021
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)		Page 5 of 14

Total number of shareholders of record:

108

as of date: 6/30/2021

All additional class(es) of publicly traded securities (if any):

Trading symbol:	ARCW
Exact title and class of securities outstanding:	Preferred Stock
CUSIP:		None
Par or stated value:	$0.001
Total shares authorized:	27,000,000	as of date: 6/30/2021
Total shares outstanding:	17,925,055	as of date: 6/30/2021
Transfer Agent
Name:	American Stock Transfer & Trust Company (AST)
Phone:	800-937-5449
Email:	[e-mail]
Address:	6201 15th Avenue, Brooklyn, NY 11219
Is the Transfer Agent registered under the Exchange Act?6 Yes: ☒	No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most Recent
Fiscal Year End:					*Right-click the rows below and select "Insert" to add rows as needed.
		Opening Balance
Date 6/30/2019	Common: 23,377,256
		Preferred: -0-
Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
		issuance,	Issued (or		issued	issued at	issued to	cash or debt	as of this	Registration
		cancellation,	cancelled)		($/per	a discount	(entities must	conversion)	filing.	Type.
		shares				share) at	to market	have individual	-OR-
		returned to				Issuance	price at	with voting /	Nature of
		treasury)					the time	investment	Services
							of	control	Provided
							issuance?	disclosed).
							(Yes/No)

• To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 6 of 14

8/5/19	Issuance	97,563	Common	Per	Yes	All	Employee	See below	See below
				terms		Participants	Stock
				of plan			Purchase
				- see
				below
5/14/20	Retirement	-361	Common	See	No	Cede & Co.	Retire to	See below	See below.
				below			Unallocated
6/11/20	Issuance	73,984	Common	Per	Yes	All	Employee	See below	See below
				terms		Participants	Stock
				of plan			Purchase
				- see
				below
9/28/20	Issuance	3,362,611	Preferred	$1.00	No	McLarty	Equity	Restricted/	See below.
						Capital	Exchange	Control
						Partners SBIC
9/28/20	Issuance	14,562,444	Preferred	$1.00	No	Quadrant	Equity	Restricted/	See below.
						Management	Exchange	Control
1/4/21	Issuance	500,603	Common	$0.44	Yes	Quadrant	Stock	Restricted/	See below.
						Management	Dividend	Control
1/4/21	Issuance	115,594	Common	$0.44	Yes	McLarty	Stock	Restricted/	See below.
						Capital	Dividend	Control
						Partners SBIC
4/5/21	Issuance	254,391	Common	$0.87	Yes	Quadrant	Stock	Restricted/	See below.
						Management	Dividend	Control
4/5/21	Issuance	58,741	Common	$0.87	Yes	McLarty	Stock	Restricted/	See below.
						Capital	Dividend	Control
						Partners SBIC

Shares Outstanding on Date of This Report:

Ending Balance

Ending Balance:

Date 6/30/21	Common: 24,477,771
	Preferred: 17,925,055

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

Unless reported separately above, please note the following:

OTC Markets Group Inc.
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• • The value of the shares issued ($/share) at issuance were all at market value as of each respective issuance date.
  • The shares were not issued at a discount to market price at the time of issuance;
  • Shares purchased through the Company's Stock Purchase Plan were purchased at a discount of 15% off of the lesser of (a) fair market value on the Enrollment Date or (b) the fair market value on the Purchase Date subject to purchase limitations explained in the Plan.
• All shares were unrestricted as of June 30, 2021 (except control shares held by affiliates);
• All shares were registered as of the date of issuance.

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒

Date of

Outstanding

Principal

Interest

Maturity

Conversion Terms (e.g.

Name of Noteholder

Reason for

Note

Balance ($)

Amount

Accrued

Date

pricing mechanism for

(entities must have

Issuance (e.g.

Issuance

at

($)

determining conversion of

individual with voting

Loan, Services,

Issuance

instrument to shares)

/ investment control

etc.)

($)

disclosed).

Use the space below to provide any additional details, including footnotes to the table above:

1. Financial Statements

A. The following financial statements were prepared in accordance with:

1. ☒ U.S. GAAP ☐ IFRS

2. The financial statements for this reporting period were prepared by (name of individual)7:

Name:	Cheryl Reynolds
Title:	Chief Financial Officer
Relationship to Issuer:	Officer of the Company

• The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 8 of 14