|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
D. Boral ARC Acquisition I Corp. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
G2616F101 (CUSIP Number) |
08/01/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | G2616F101 |
| 1 | Names of Reporting Persons
MFH 1, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,200,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.61 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The shares reported above represent (i) 12,000,000 Class B ordinary shares of the Issuer that are convertible into Class A ordinary shares of the Issuer and have no expiration date, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-286810) and (ii) 200,000 shares of Class A common stock of the Issuer. MFH 1, LLC is the record holder of the shares of Class A common stock and Class B common stock reported under Item 6 hereof. John Darwin is the manager of MFH 1, LLC and holds voting and investment discretion with respect to the ordinary shares held of record by MFH 1, LLC. Accordingly, John Darwin may be deemed to have beneficial ownership of the ordinary shares held directly by MFH 1, LLC.
(2) Excludes 100,000 Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants underlying the private units held by MFH 1, LLC that are not presently exercisable.
(3) The percentage set forth in Row 11 of this Cover Page is based on 41,200,000, which consists of (i) 28,000,000 Class A ordinary shares of the Issuer issued in the Issuer's initial public offering, (ii) 12,000,000 Class B ordinary shares of the Issuer issued to MFH 1, LLC, (iii) the 200,000 shares of Class A common stock of the Issuer underlying the private units beneficially owned by the Reporting Person as set forth in Row 9, and (iv) 1,000,000 shares of Class A common stock held by D. Boral Capital LLC.
SCHEDULE 13G
|
| CUSIP No. | G2616F101 |
| 1 | Names of Reporting Persons
John Darwin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,200,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.61 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The shares reported above represent (i) 12,000,000 Class B ordinary shares of the Issuer that are convertible into Class A ordinary shares of the Issuer and have no expiration date, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-286810) and (ii) 200,000 shares of Class A common stock of the Issuer. MFH 1, LLC is the record holder of the shares of Class A common stock and Class B common stock reported under Item 6 hereof. John Darwin is the manager of MFH 1, LLC and holds voting and investment discretion with respect to the ordinary shares held of record by MFH 1, LLC. Accordingly, John Darwin may be deemed to have beneficial ownership of the ordinary shares held directly by MFH 1, LLC.
(2) Excludes 100,000 Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants underlying the private units held by MFH 1, LLC that are not presently exercisable.
(3) The percentage set forth in Row 11 of this Cover Page is based on 41,200,000, which consists of (i) 28,000,000 Class A ordinary shares of the Issuer issued in the Issuer's initial public offering, (ii) 12,000,000 Class B ordinary shares of the Issuer issued to MFH 1, LLC, (iii) the 200,000 shares of Class A common stock of the Issuer underlying the private units beneficially owned by the Reporting Person as set forth in Row 9, and (iv) 1,000,000 shares of Class A common stock held by D. Boral Capital LLC.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
D. Boral ARC Acquisition I Corp. | |
| (b) | Address of issuer's principal executive offices:
10 E. 53rd Street, Suite 3001, New York, NY 10022 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following entities and persons, all of whom are together referred to herein as the "Reporting Persons":
(i) MFH 1, LLC, and
(ii) John Darwin.
John Darwin is the manager of MFH 1, LLC and holds voting and investment discretion with respect to the ordinary shares held of record by MFH 1, LLC.
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person and such beneficial ownership is expressly disclaimed. | |
| (b) | Address or principal business office or, if none, residence:
10 E. 53rd Street, Suite 3001, New York, NY 10022 | |
| (c) | Citizenship:
(i) MFH 1, LLC -- Delaware
(ii) John Darwin -- United States | |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
G2616F101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| (b) | Percent of class:
- % | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
- | ||
| (ii) Shared power to vote or to direct the vote:
- | ||
| (iii) Sole power to dispose or to direct the disposition of:
- | ||
| (iv) Shared power to dispose or to direct the disposition of:
- | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
Exhibit Information
|
99.1 Joint Filing Agreement among the Reporting Persons regarding filing of Schedule 13G, dated September 9, 2025. |