Melar Acquisition Corp. I/Cayman Files 8-K

TL;DR

Melar Acquisition Corp. I/Cayman signed a deal & sold equity, filing 8-K on 6/20.

AI Summary

Melar Acquisition Corp. I/Cayman announced on June 20, 2024, that it entered into a material definitive agreement on June 17, 2024. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. Specific details regarding the agreement and sales were not provided in this initial filing.

Why It Matters

This 8-K filing indicates significant corporate actions by Melar Acquisition Corp. I/Cayman, including a material definitive agreement and potential equity sales, which could impact its future business and stock performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce uncertainty and potential dilution.

Key Players & Entities

• Melar Acquisition Corp. I/Cayman (company) — Registrant
• June 20, 2024 (date) — Date of Report
• June 17, 2024 (date) — Date of earliest event reported
• 119 West 23rd Street, Suite 206 (address) — Principal executive offices
• New York, New York 10011 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share MACI The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 per share MACIW The Nasdaq Stock Ma
• $10.00 — hare. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $160,000,000 — rating gross proceeds to the Company of $160,000,000. The underwriters retain their right to
• $1.00 — Representatives at a purchase price of $1.00 per Private Placement Warrant, generati
• $5,000,000 — rating gross proceeds to the Company of $5,000,000. The Private Placement Warrants are ide
• $157,000,000 — A total of $160,000,000, comprised of $157,000,000 of the net proceeds from the IPO (which
• $6,600,000 — eds from the IPO (which amount includes $6,600,000 of the underwriter’s deferred dis
• $3,000,000 — erwriter’s deferred discount) and $3,000,000 of the proceeds of the sale of the Priv
• $100,000 — the Company to pay its taxes and up to $100,000 for dissolution expenses, the funds hel

Filing Documents

• tm2417539d1_8k.htm (8-K) — 40KB
• tm2417539d1_ex1-1.htm (EX-1.1) — 302KB
• tm2417539d1_ex3-1.htm (EX-3.1) — 332KB
• tm2417539d1_ex4-1.htm (EX-4.1) — 153KB
• tm2417539d1_ex10-1.htm (EX-10.1) — 50KB
• tm2417539d1_ex10-2.htm (EX-10.2) — 91KB
• tm2417539d1_ex10-3.htm (EX-10.3) — 142KB
• tm2417539d1_ex10-4.htm (EX-10.4) — 45KB
• tm2417539d1_ex10-5.htm (EX-10.5) — 70KB
• tm2417539d1_ex10-6.htm (EX-10.6) — 13KB
• tm2417539d1_ex99-1.htm (EX-99.1) — 7KB
• tm2417539d1_ex99-2.htm (EX-99.2) — 8KB
• tm2417539d1_ex3-1img001.jpg (GRAPHIC) — 8KB
• 0001104659-24-073420.txt ( ) — 1265KB

From the Filing

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 20, 2024 (June 17, 2024) 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.) 119 West 23rd Street, Suite 206 New York, New York 10011 (Address of principal executive offices, including 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 to be so registered Trading Symbol(s) Name of each exchange on which each class is to be 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 20, 2024, Melar Acquisition Corp. I (the “ Company ”) consummated its initial public offering (“ IPO ”) of 16,000,000 units (the “ Units ”), including the issuance of 1,000,000 Units as a result of the underwriters’ partial exercise of the over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “ Class A Ordinary Shares ”), and one-half of one redeemable warrant of the Company (each, a “ Warrant ”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $160,000,000. The underwriters retain their right to exercise their over-allotment option to purchase up to 1,250,000 additional Units. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Commission on May 31, 2024 (as amended, the “ Registration Statement ”): · An Underwriting Agreement, dated June 17, 2024, by and between the Company and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“ CCM ”) and Seaport Global Securities LLC (“ Seaport ,” together with CCM, the “ Representatives ”), as representatives of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. · A Warrant Agreement, dated June 17, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. · A Letter Agreement, dated June 17, 2024, by and among the Company, the Company’s sponsor, Melar Acquisition Sponsor I LLC (the “ Sponsor ”), and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. · An Investment Management Trust Agreement, dated June 17, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. · A Registration Rights Agreement, dated June 17, 2024, by and among the Company and certain security holders, a c

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View this 8-K filing on SEC EDGAR