Form 8-K

8-K — Melar Acquisition Corp. I/Cayman

Accession: 0001213900-26-067825

Filed: 2026-06-11

Period: 2026-06-11

CIK: 0002016221

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0294298-8k_melar1.htm (Primary)

EX-10.1 — PROMISSORY NOTE OF THE COMPANY, DATED JUNE 11, 2026 (ea029429801ex10-1.htm)

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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 1.01. Entry into a Material Definitive Agreement.

On June

11, 2026, Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), issued a promissory note (the

“Note”) in the aggregate principal amount of up to $1,500,000 to Melar Acquisition Sponsor I LLC, the Company’s

sponsor (the “Sponsor”).

The Note

was issued in connection with advances the Sponsor has previously made and may make in the future to the Company for working capital expenses.

As of the date hereof, the Sponsor has advanced $223,079.12 to the Company under the Note.

The Note

is interest bearing at 17.5% per annum and is repayable in full upon the earlier of (i) the date on which the Company consummates its

initial business combination (the “Business Combination”) and (ii) the date of liquidation of the Company. If, prior

to the Business Combination, the principal balance of this Note has not been paid in full, then, at the Sponsor’s option and subject

to certain conditions, up to $1,500,000 of the unpaid principal amount of the Note may be converted into warrants of the Company (the

“Conversion Warrant”) to purchase Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class

A Ordinary Shares”) at a conversion price of $1.00 per Conversion Warrant. The Conversion Warrants shall be identical to the

warrants issued by the Company in a private placement upon consummation of its initial public offering. The Conversion Warrants and their

underlying securities are entitled to the registration rights set forth in the Note.

The issuance

of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended

(the “Securities Act”).

The foregoing

description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated

herein by reference.

Item 2.03. Creation of a Direct Financial Obligation

or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item

1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure

contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

On June

11, 2026, the Company issued an aggregate of 5,621,621 Class A Ordinary Shares to the

Sponsor upon the conversion (the “Conversion”) of an equal number of Class B ordinary shares, par value $0.0001

per share, of the Company (the “Class B Ordinary Shares”) held by the Sponsor. The Class A Ordinary Shares issued in

connection with the Conversion are subject to the same restrictions applicable to the Class B Ordinary Shares prior to the Conversion,

including, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination

as described in the final prospectus filed with the Securities and Exchange Commission by the Company on June

18, 2024 (File No. 333-279899) in connection with the Company’s initial public offering. Following the Conversion, there

were 21,621,621 Class A Ordinary Shares issued and outstanding and 1 Class

B Ordinary Share issued and outstanding.

The Class

A Ordinary Shares issued upon the Conversion have not been registered under the Securities Act in reliance on the exemption from registration

provided by Section 3(a)(9) thereof.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Promissory Note of the Company, dated June 11, 2026.

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 11, 2026

EX-10.1 — PROMISSORY NOTE OF THE COMPANY, DATED JUNE 11, 2026

EX-10.1

Filename: ea029429801ex10-1.htm · Sequence: 2

Exhibit 10.1

THIS PROMISSORY NOTE (“NOTE”) HAS

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT

ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN

OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Dated as of June 11, 2026

Principal Amount: Up to $1,500,000

New York, NY

Melar Acquisition Corp. I, a Cayman Islands exempted

company (the “Maker”), promises to pay to the order of Melar Acquisition Sponsor I LLC, a Delaware limited liability

company, or its assigns or successors in interest (the “Payee”), or order, the principal sum of up to One Million

Five Hundred Thousand Dollars ($1,500,000) in lawful money of the United States of America, on the terms and conditions described below,

of which Two Hundred Twenty-Three Thousand, Seventy-Nine Dollars and Twelve Cents ($223,079.12) (the “Advance”) has

previously been advanced by the Payee as of the date hereof. Other than to the extent unpaid amounts owing under this Note are converted

in accordance with clause 15, all payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise

determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions

of this Note.

1. Principal. The principal balance

of this Note, together with all accrued and unpaid interest thereon and all other amounts owing from the Maker to the Payee hereunder,

shall be due and payable by the Maker (such date, the “Maturity Date”), subject to Section 12 below, upon the earlier

of (a) the consummation of the Maker’s proposed initial business combination (the “Business Combination”) and

(b) the date of the liquidation of the Maker.

2. Interest. Interest shall accrue

on the outstanding principal amount hereof at a per annum rate equal to seventeen and one-half percent (17.5%), compounded annually. The

amount of interest owing from the Maker to the Payee hereunder shall be computed on the basis of the actual number of days elapsed in

any applicable period and a 365-day year. In the event that any interest rate provided for herein shall be determined to be unlawful,

such interest rate shall be computed at the highest rate permitted by applicable law. Any payment by the Maker of any interest amount

in excess of that permitted by applicable law shall be applied to the principal of this Note without prepayment premium or penalty.

3. Drawdown Requests. The Maker

and the Payee agree that the Maker may request up to One Million Five Hundred Thousand Dollars ($1,500,000) (less the Advance) (the “Maximum

Loan Amount”) hereunder for costs reasonably related to the Maker’s working capital

needs prior to the consummation of the Business Combination. The principal of this Note may be drawn down from time to time prior to the

date on which the Maker consummates a Business Combination, upon request from the Maker to the Payee (each, a “Drawdown

Request”) in such amounts as the Maker may determine in its discretion. The Payee shall

fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum

amount of drawdowns collectively under this Note is the Maximum Loan Amount. Once an amount is drawn down under this Note, it shall not

be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to the Payee in connection

with, or as a result of, any Drawdown Request by the Maker.

4. Application of Payments. All payments

received by the Payee pursuant to this Note shall be applied first to payment in full of any costs incurred in the collection of any sum

due under this Note, including, without limitation, reasonable attorneys’ fees, then to the payment in full of any late charges,

then to payment in full of any interest, and finally to the reduction of the unpaid principal balance of this Note.

5. Events of Default. The following

shall constitute an event of default (“Event of Default”):

(a) Failure to Make

Required Payments. Failure by the Maker to pay the principal amount or interest due pursuant to this Note within one (1) business

day of the Maturity Date.

(b) Voluntary Bankruptcy,

Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation

or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,

sequestrator, restructuring officer (or other similar official) of the Maker or for any substantial part of its property, or the making

by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due,

or the taking of corporate action by the Maker in furtherance of any of the foregoing.

Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary

case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,

sequestrator, restructuring officer (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up

or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive

days.

6. Remedies.

(a) Upon the occurrence of

an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately

and payable, whereupon the unpaid principal amount and interest of this Note, and all other amounts payable hereunder, shall become immediately

due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained

herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of

an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance and interest of this Note, and all other sums payable

with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the

Payee.

7. Waivers. The Maker and all endorsers

and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest

with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note,

and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any

part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay

of execution, exemption from civil process, or extension of time for payment, and the Maker agrees that any real estate that may be levied

upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole

or in part in any order desired by the Payee.

8. Unconditional Liability. The Maker

hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note,

and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in

any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to

any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other

provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice

to the Maker or affecting the Maker’s liability hereunder.

9. Notices. All notices, statements

or other documents which are required or contemplated by this Note shall be made in writing and delivered: (a) personally or sent by first

class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,

(b) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing

by such party or (c) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic

mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been

given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile

or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent

by mail.

10. Construction. THIS NOTE SHALL

BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

11. Severability. Any provision contained

in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of

such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability

in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. Trust Waiver. Notwithstanding

anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)

in or to any distribution of or from the trust account (the “Trust Account”) established in which the proceeds of the

initial public offering (the “IPO”) conducted by the Maker (including the deferred underwriters’ discounts and

commissions) and the proceeds of the sale of the warrants issued in a private placement that occurred in connection with the closing of

the IPO were deposited, as described in greater detail in the Maker’s Registration Statement on Form S-1 (No. 333-279899) filed

with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment

or satisfaction for any Claim against the Trust Account for any reason whatsoever.

13. Amendment; Waiver. Any

amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

14. Assignment. No assignment

or transfer of this Note or any rights or obligations hereunder may be made by the Maker (by operation of law or otherwise) without the

prior written consent of the Payee and any attempted assignment without the required consent shall be void.

15. Conversion.

(a) Notwithstanding anything

contained in this Note to the contrary, if, prior to the Business Combination, the principal balance and interest of this Note has not

been paid in full, then, at the Payee’s option, the Payee may elect to convert, on the date of the Business Combination, up to $1,500,000

of the unpaid principal balance and interest of this Note into that number of warrants (the “Conversion Warrants”)

to purchase a number of Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”), of the Maker

at a conversion price of $1.00 per warrant. Other than to the extent prohibited by the Maker’s articles of association, the Conversion

Warrants shall be identical to the warrants issued by the Maker in a private placement upon consummation of the Maker’s IPO. In

accordance with the Maker’s articles of association, the Class A Ordinary Shares that may be issued upon exercise of any warrants, will

not entitle the holder thereof to (a) receive funds from the Trust Account; or (b) vote as a class with Public Shares (as that term is

defined in the Maker’s articles of association) on any Business Combination. The Conversion Warrants and any other equity security of

the Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection with a combination

of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in

Section 16 hereof.

(b) Upon any complete or partial

conversion of the principal amount and interest of this Note, (i) such principal amount and interest shall be so converted and such converted

portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to the

Maker or such other address which the Maker shall designate against delivery of the Conversion Warrants, (iii) the Maker shall promptly

deliver a new duly executed Note to the Payee in the principal amount and interest that remains outstanding, if any, after any such conversion

and (iv) in exchange for all or any portion of the surrendered Note, the Maker shall, at the direction of the Payee, deliver to the Payee

(or its members or their respective affiliates) (the Payee or such other persons, the “Holders”) the Conversion Warrants,

which shall bear such legends as are required, in the opinion of counsel to the Maker or by any other agreement between the Maker and

the Payee and applicable state and federal securities laws.

any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion

of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any

transfer requested by the Holders in connection with any such conversion.

(d) The Conversion Warrants

shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.

16. Registration Rights.

(a) Reference is made to that

certain Registration Rights Agreement between the Maker and the parties thereto, dated as of June 17, 2024 (the “Registration

Rights Agreement”). All capitalized terms used in this Section 16 shall have the same meanings ascribed to them in the Registration

Rights Agreement.

(b) The Holders shall be entitled

to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement.

be entitled to include the Conversion Warrants and their underlying securities in Piggyback Registrations, which shall be subject to the

same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event that an underwriter

advises the Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the Holders shall

not have any priority for inclusion in such Piggyback Registration.

(d) Except as set forth above,

the Holders and the Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration Rights

Agreement.

[Remainder of page intentionally left blank.

Signature page follows.]

IN WITNESS WHEREOF,

the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first

above written.

Melar Acquisition Corp. I

By:

/s/ Gautam Ivatury

Name:

Gautam Ivatury

Title:

Chief Executive Officer

[Signature Page – Promissory Note]

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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