Form 8-K

8-K — Melar Acquisition Corp. I/Cayman

Accession: 0001213900-26-069699

Filed: 2026-06-17

Period: 2026-06-16

CIK: 0002016221

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0295024-8k_melar1.htm (Primary)

EX-3.1 — AMENDMENT TO AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY (ea029502401ex3-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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--12-31

0002016221

Melar Acquisition Corp. I/Cayman

0002016221

2026-06-16

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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 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 ☒

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.

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.

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

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

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.

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

EX-3.1 — AMENDMENT TO AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY

EX-3.1

Filename: ea029502401ex3-1.htm · Sequence: 2

Exhibit

3.1

AMENDMENT

TO THE

AMENDED

AND RESTATED

MEMORANDUM

AND ARTICLES OF ASSOCIATION OF

MELAR

ACQUISITION CORP. I

RESOLVED,

as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by:

(a) replacing

the definition of “Completion Window” with the following new definition:

“Completion

Window” means the period of time: (a) commencing on, and including the closing date of the IPO; and (b) ending on the date

that is thirty (30) months after such closing date of the IPO (being until 20 December 2026), subject to the Extensions, such earlier

date as the Directors may approve in accordance with the Articles or such later date as the Members may approve in accordance with the

Articles.

and

(b)

inserting a new definition of “Extensions” as follows:

“Extensions”

means six additional extension periods, each with a duration of one (1) calendar month (each such extension, an “Extension”)

with each such Extension subject to the approval of the Directors of the Company up to the Termination Date.

a new definition of “Termination Date” as follows:

“Termination Date”

means 20 December 2026 or such earlier date as may be determined by the Directors.

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