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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): June 11, 2026
Melar Acquisition Corp.
I
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-42134 |
|
87-1634103 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 143
West 72nd Street, 4th
Floor, New York,
NY |
|
10023 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (702) 781-1120
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
MACIU |
|
The Nasdaq Stock Market
LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
MACI |
|
The Nasdaq Stock Market
LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
MACIW |
|
The Nasdaq Stock Market
LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
As
previously announced, Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), has called and
provided a notice of an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Meeting”)
to be held on June 16, 2026, at 10:00 a.m. Eastern time, to consider and vote upon the matters described in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2026 (as may be amended, the
“Proxy Statement”). Defined terms used but not defined herein have the meanings set forth in the Proxy Statement.
The
Company plans to continue to solicit proxies from shareholders during the period prior to the Meeting. Only the holders of the Company’s
Ordinary Shares as of the close of business on May 11, 2026, the record date for the Meeting, are entitled to vote at the Meeting.
In
connection with the solicitation, the Company is providing its shareholders and other interested parties with an update to the terms of
the Extension, which is an increase in the Monthly Amount that Melar Acquisition Sponsor I LLC, a Delaware limited liability company (the
“Sponsor”), or its designees will contribute to the Trust Account from “the lesser of (x) $40,000 or (y) $0.02
for each Public Share that is not redeemed” to “the lesser of (x) $80,000 or (y) $0.02 for each Public Share that is not redeemed.”
Additional
information regarding the foregoing update to the terms of the Extension is set forth below.
Increase
in Monthly Amount
The
Proxy Statement provides that the Monthly Amount that the Sponsor or its designee will contribute to the Trust Account in connection
with the Extension will be equal to the lesser of (x) $40,000 or (y) $0.02 for each Public Share that is not redeemed. It has been agreed
that the maximum Monthly Amount will be increased from $40,000 to $80,000 while retaining the $0.02 for each Public Share that is not
redeemed. Accordingly, the amount contributed per share will depend on the number of Public Shares that remain outstanding after redemptions
in connection with the Extension and the length of the Extension period that will be needed to complete an initial business combination.
If more than 4,000,000 Public Shares remain outstanding after redemptions in connection with the Extension, then the amount paid per share
will be reduced proportionately. For example, if the Company completes an initial business combination on September 20, 2026, which would
represent three calendar months, no Public Shares are redeemed and all of the Public Shares remain outstanding in connection with the
Extension, then the aggregate amount contributed per share will be approximately $0.015 per share, with the aggregate maximum contribution
to the Trust Account being $240,000. However, if 12,000,000 Public Shares are redeemed and 4,000,000 Public Shares remain outstanding
after redemptions in connection with the Extension, then the amount contributed per share for such three-month period will be approximately
$0.06 per share.
Forward-Looking Statements
This
Current Report on Form 8-K (“Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause
such differences include, without limitation, uncertainties relating to the Company’s shareholder approval of the Extension Amendment
Proposal and the other proposals described in the Proxy Statement, its inability to complete an initial business combination within the
required time period, and other risks and uncertainties indicated from time to time in filings with the SEC, including the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other documents the Company has filed,
or will file, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as
of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions
or circumstances on which any statement is based.
Participants in the
Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Extension Amendment Proposal and
the other proposals described in the Proxy Statement. Investors and security holders may obtain more detailed information regarding the
names, affiliations and interests of the Company’s directors and officers in the Proxy Statement, which may be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension
Amendment Proposal. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information
and Where to Find It
The
Company urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the
Company with the SEC, because these documents will contain important information about the Company and the Extension Amendment Proposal.
Shareholders may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request
to: Advantage Proxy, Inc., P.O. Box 10904, Yakima, WA 98909, Attn: Karen Smith, Toll Free Telephone: (877) 870-8565, Main Telephone:
(206) 870-8565 or E-mail: ksmith@advantageproxy.com.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
MELAR ACQUISITION CORP. I |
| |
|
| |
By: |
/s/ Gautam Ivatury |
| |
Name: |
Gautam Ivatury |
| |
Title: |
Chief Executive Officer |
Dated: June 11, 2026
