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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): August 13, 2025
D. Boral ARC Acquisition I Corp.
(Exact name of registrant as specified in its charter)
D8
| British Virgin Islands | 001-42772 | 00-0000000 N/A | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
10 East 53rd Street, Suite 3001
New York, NY 10022
(Address of principal executive offices, including zip code)
+ (332) 266-7344
(Registrant’s telephone number, including area code)
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 | BCARU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | BCAR | 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 | BCARW | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 8.01. Other Events
As previously reported, on August 1, 2025, D. Boral ARC Acquisition I Corp., a BVI business company (the “Company”) consummated an initial public offering (the “IPO”) of 25,000,000 units (the “Units”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $250,000,000.
On August 11, 2025, the underwriters of the IPO notified the Company of their partial exercise of the over-allotment option and purchased 3,000,000 additional units (the “Option Units”) at $10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $30,000,000. The over-allotment option closed on August 13, 2025.
An audited balance sheet as of August 1, 2025 reflecting receipt of the proceeds upon consummation of the IPO and concurrent private placement has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on August 8, 2025. The Company’s unaudited pro forma balance sheet as of August 13, 2025, adjusted for the closing of the over-allotment option is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Balance Sheet dated August 13, 2025 | |
| 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.
| Dated: August 18, 2025 | ||
| D. BORAL ARC ACQUISITION I CORP. | ||
| By: | /s/ John Darwin | |
| Name: | John Darwin | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
D. Boral ARC Acquisition I Corp.
Pro Forma Balance Sheet
|
August 1, 2025 |
Pro Forma Adjustments |
As Adjusted |
||||||||||||
| (unaudited) | (unaudited) | |||||||||||||
| Assets | ||||||||||||||
| Cash | $ | 926,971 | $ | - | $ | 926,971 | ||||||||
| Total Current Assets | 926,971 | - | 926,971 | |||||||||||
| Cash Held in Trust Account | 250,000,000 | 30,000,000 | a. | 280,000,000 | ||||||||||
| Total Assets | $ | 250,926,971 | $ | 30,000,000 | $ | 280,926,971 | ||||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||||||||
| Current Liabilities | ||||||||||||||
| Accrued offering costs | 106,625 | - | 106,625 | |||||||||||
| Accrued expenses | - | 35,625 | d. | 35,625 | ||||||||||
| Over-allotment option liability | 1,290,375 | (1,032,300 | ) | c. | 258,075 | |||||||||
| Total Current Liabilities | 1,397,000 | (996,675 | ) | 400,325 | ||||||||||
| Commitments and Contingencies | ||||||||||||||
| Class A ordinary share subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 25,000,000 shares and 28,000,000 issued and outstanding, at redemption value of $10.00, as actual and adjusted, respectively | 250,000,000 | 29,032,650 | a. | 280,000,000 | ||||||||||
| 967,350 | b. | |||||||||||||
| Shareholders’ Equity (Deficit) | ||||||||||||||
| Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | - | - | - | |||||||||||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,200,000 issued and outstanding (excluding 25,000,000 shares and 28,000,000 subject to redemption), respectively | 120 | - | 120 | |||||||||||
| Class B ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 12,321,429 issued and outstanding(1) | 1,232 | - | 1,232 | |||||||||||
| Additional paid-in capital | - | 967,350 | a. | 602,339 | ||||||||||
| (967,350 | ) | b. | ||||||||||||
| 602,339 | c. | |||||||||||||
| Accumulated deficit | (471,381 | ) | 429,961 | c. | (77,045 | ) | ||||||||
| (35,625 | ) | d. | ||||||||||||
| Total Shareholders’ Deficit | (470,029 | ) | 996,675 | 526,646 | ||||||||||
| Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity (Deficit) | $ | 250,926,971 | $ | 30,000,000 | $ | 280,926,971 | ||||||||
| (1) | Includes an aggregate of 321,428 Ordinary Shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part. |
D. Boral ARC Acquisition I Corp.
Note to Pro Forma Financial Statement
(unaudited)
NOTE 1 - CLOSING OF OVERALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Financial Statement presents the Balance Sheet of D. Boral ARC Acquisition I Corp. (the “Company”) as of August 1, 2025, adjusted for the closing of the underwriters’ overallotment option and related transactions which occurred on August 13, 2025 as described below.
On August 13, 2025, the Company consummated the closing of the sale of 3,000,000 additional units at a price of $10 per unit (the “Units”) upon receiving notice of the underwriters’ election to exercise their overallotment option (“Overallotment Units”) in part, generating additional gross proceeds of $30,000,000 and incurred no additional underwriting fees. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-half of one redeemable warrant (each, a “Warrant”) of the Company, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333-286810).
Pro forma adjustments to reflect the exercise of the underwriters’ overallotment option are as follows:
| Pro forma entry | |||||||||
| a. | Cash held in Trust Account | 30,000,000 | |||||||
| Class A ordinary share subject to possible redemption | 29,032,650 | ||||||||
| Additional paid-in capital | 967,350 | ||||||||
| To record sale of 3,000,000 Overallotment Units at $10.00 per Unit and allocation of proceeds to public warrants | |||||||||
| b. | Additional paid-in capital | 967,350 | |||||||
| Class A ordinary share subject to possible redemption | 967,350 | ||||||||
| To record accretion of redemption value | |||||||||
| c. | Over-allotment option liability | 1,032,300 | |||||||
| Accumulated deficit | 429,961 | ||||||||
| Additional paid-in capital | 602,339 | ||||||||
| To reverse over-allotment option liability | |||||||||
| d. | Administrative service expense | 20,000 | |||||||
| Insurance expense | 15,625 | ||||||||
| Accrued expenses | 35,625 | ||||||||
| To record accrued expenses | |||||||||