Melar Acquisition Corp. I/Cayman 8-K

What Happened

• On June 11, 2026, Melar Acquisition Corp. I (the “Company”) issued a promissory note to its sponsor, Melar Acquisition Sponsor I LLC, for up to $1,500,000 to cover working capital advances. As of the filing date the sponsor has advanced $223,079.12 under the Note. The Note bears interest at 17.5% per annum and is repayable on the earlier of the Company’s consummation of its initial business combination or the Company’s liquidation.
• Before a business combination, at the sponsor’s option (subject to conditions) up to $1,500,000 of unpaid principal may be converted into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant. The conversion warrants will match the warrants issued in the Company’s IPO private placement and include registration rights. The Note was issued under the Section 4(a)(2) exemption.

Key Details

• Aggregate principal available under the Note: up to $1,500,000.
• Amount advanced to date: $223,079.12 (as of June 11, 2026).
• Interest rate: 17.5% per annum.
• Conversion feature: sponsor may convert up to $1.5M unpaid principal into warrants at $1.00 per warrant; warrants are identical to IPO private placement warrants and have registration rights.

Why It Matters

• This filing creates a direct financial obligation and short-term sponsor funding that gives the Company working capital while it seeks a business combination. Investors should note the high interest rate and the sponsor’s conversion option, which could lead to additional warrants outstanding and potential dilution if converted prior to a business combination.
• The Company also disclosed this as a creation of a direct financial obligation (Item 2.03) and an unregistered potential equity issuance (Item 3.02) because of the conversion right. The Note provides capital but may affect the capital structure and warrant overhang that investors monitor in SPAC deals.