false
--12-31
0002016221
Melar Acquisition Corp. I/Cayman
0002016221
2026-06-16
2026-06-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 16, 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: None
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
5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
June 16, 2026, Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), held an
extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders (the
“Meeting”). The final prospectus filed with the U.S. Securities and Exchange Commission by the Company on June
18, 2024 and the Company’s amended and restated memorandum and articles of association (as amended and currently in effect,
the “Articles”) provided that the Company initially had until June 20, 2026 (the date that was 24 months after
the consummation of the Company’s initial public offering on June 20, 2024 (the “IPO”)) to complete a
merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses (a “Business Combination”, and such period, the “Combination Period”). On June
16, 2026, at the Meeting, the Company’s shareholders approved, among other things, an amendment to the Articles (the
“Extension Amendment”) to extend the end of the Combination Period on a monthly basis up to six (6) times, from
June 20, 2026 through December 20, 2026, or such earlier date as determined by the Company’s board of directors (the
“Board”).
Under the law of the Cayman Islands, upon approval of the Extension Amendment Proposal (as defined below) by the affirmative vote of
a majority of at least two-thirds (2/3) of the votes cast by the holders of the Company’s (i) Class A ordinary shares, par
value $0.0001 per share (the “Class A Ordinary Shares”), and (ii) Class B ordinary shares, par value $0.0001 per
share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary
Shares”) voting as a single class, who, being entitled to do so, voted in person (including shareholders who voted online)
or by proxy at the Meeting, the Extension Amendment became effective.
The
foregoing description of the Extension Amendment is qualified in its entirety by reference to the Extension Amendment, a copy of which
is filed hereto as Exhibit 3.1 and is incorporated by reference herein.
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the Meeting, the Company’s shareholders were presented with proposals to approve, by way of special resolution, the Extension Amendment
to extend the date by which the Company must consummate a Business Combination on a monthly basis, up to six (6) times, from June 20,
2026 through December 20, 2026, or such earlier date as determined by the Board (the “Extension Amendment Proposal”).
Also
at the Meeting, the Company’s shareholders were presented with a proposal to ratify, by way of ordinary resolution, the selection
by the Board’s Audit Committee of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting
firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal” and together with the Extension Amendment
Proposal, the “Proposals”).
The
Extension Amendment Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 15,687,094 |
|
3,284,050 |
|
0 |
|
1,275,879 |
The
Auditor Ratification Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 16,788,360 |
|
3,458,663 |
|
0 |
|
0 |
A
proposal to adjourn the Meeting, by way of ordinary resolution, to a later date or dates or indefinitely, if necessary, to permit further
solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of
any of the Proposals was not presented because there were enough votes to approve the Proposals.
In
connection with the votes to approve the Extension Amendment Proposal, the holders of 12,076,077 Class A Ordinary Shares included as
part of the units in the IPO (the “Public Shares”) properly exercised their right to redeem such shares for cash at
a redemption price of approximately $10.89 per share, for an aggregate redemption amount of approximately $131.5 million (the “Meeting
Redemptions”). Following the Meeting Redemptions, there are 3,923,923 Public Shares currently issued and outstanding.
The
Meeting was held, in part, to satisfy the annual meeting requirement pursuant to Listing Rule 5620(a) (the “Rule”)
of The Nasdaq Stock Market LLC. Pursuant to the Rule, the Company was required to hold its first annual meeting of shareholders on or
prior to December 31, 2026. Because the Meeting did not technically constitute an “annual general meeting” under Cayman Islands
law, the terms of the Company’s Class I directors did not expire at the Meeting.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description
of Exhibits |
| 3.1 |
|
Amendment to Amended and Restated Memorandum and Articles of Association of the Company. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURES
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 |
Date:
June 17, 2026
