Business Context and Reporting Period
Melar Acquisition Corp. I (MACI) is a Cayman Islands exempted company incorporated on March 11, 2024, operating as a blank check company (SPAC). The reporting period covers the three and nine months ended September 30, 2025. The Company has not commenced operations and is focused on identifying a target for a Business Combination. On July 30, 2025, the Company entered into a Merger Agreement to combine with Everli Global Inc. (Everli), with a pre-money equity value of $180 million. The Company must complete a Business Combination by June 20, 2026, or face mandatory liquidation.
Key Financial Metrics
| Metric | Three Months Ended Sept 30, 2025 | Nine Months Ended Sept 30, 2025 | As of Sept 30, 2025 |
|---|---|---|---|
| Revenue | $0 | $0 | N/A |
| Net Income | $1,109,702 | $4,245,933 | N/A |
| Operating Expenses (G&A) | $712,021 | $1,102,257 | N/A |
| Trust Account Balance | N/A | N/A | $169,743,721 |
| Cash (Operating) | N/A | N/A | $286,258 |
| Total Assets | N/A | N/A | $173,788,332 |
| Total Liabilities | N/A | N/A | $10,662,035 |
| Working Capital | N/A | N/A | ($17,424) Deficit |
| Debt (Sponsor Loan) | N/A | N/A | $3,561,989 |
| Debt (Due from Everli) | N/A | N/A | $3,627,400 |
Note: Net income is primarily driven by interest and dividends earned on Trust Account assets ($1,813,045 for the quarter; $5,336,705 for the nine months) and interest income from the Everli Note, offset by operating costs and interest expense on the Sponsor Loan.
Material Changes vs. Prior Period
- Net Income Decline: Net income for the three months ended September 30, 2025 ($1.11M) decreased compared to the same period in 2024 ($2.38M). This is largely due to lower interest income from the Trust Account in the current quarter ($1.81M vs. $2.36M) and the absence of the unrealized gain on the over-allotment option liability recorded in 2024 ($141,754).
- Debt Structure: The Company has significantly increased its related-party debt. As of September 30, 2025, the Sponsor Loan balance is $3.56M (up from $0 in 2024), and the amount due from Everli is $3.63M (up from $0 in 2024). These loans were amended multiple times in 2025 to increase principal amounts up to $3.25M each.
- Trust Account Growth: The Trust Account balance increased from $164.4M at December 31, 2024, to $169.7M at September 30, 2025, reflecting accrued interest and dividends.
- Operating Cash Flow: Net cash used in operating activities for the nine months ended September 30, 2025, was $537,585, compared to $489,390 for the period from inception through September 30, 2024.
Outlook, Risks, and Contingencies
- Business Combination Status: The Company is actively pursuing the merger with Everli. A critical condition precedent requiring Everli to secure $10 million in bridge financing was satisfied on October 21, 2025, via a $7.5M convertible note from a Sponsor affiliate and the existing Everli Note.
- Liquidity and Going Concern: The Company reported a working capital deficit of $17,424 as of September 30, 2025. Management has raised substantial doubt about the Company's ability to continue as a going concern within one year if a Business Combination is not completed by June 20, 2026. The financial statements do not include adjustments for potential liquidation.
- Redemption Risk: Public shareholders have the right to redeem their shares for a pro-rata portion of the Trust Account. The redemption value per share was $10.61 as of September 30, 2025.
- Deferred Underwriting Fee: A deferred fee of $6.6 million is payable to underwriters upon the consummation of a Business Combination, contingent on funds remaining in the Trust Account after redemptions.
- Related Party Transactions: The Company relies on loans from the Sponsor and Everli to fund operations and transaction costs. These loans bear interest at 17.5% and include original issue discounts (OID).
Investor Verification Checklist
- Bridge Financing Completion: Verify the final closing of the $10 million bridge financing requirement for Everli and the terms of the October 21, 2025, convertible note.
- Merger Agreement Conditions: Review the specific conditions in the Merger Agreement that could allow either party to terminate the deal prior to closing.
- Redemption Levels: Monitor shareholder redemption activity, as high redemption rates could deplete the Trust Account and jeopardize the transaction or the deferred underwriting fee payment.
- Going Concern Status: Assess the Company's ability to fund operations until the merger closes or the June 20, 2026, liquidation deadline, given the current working capital deficit.
- Related Party Loan Terms: Confirm the repayment terms and conversion rights of the Sponsor Loan and Everli Note, particularly how they will be treated in the post-merger capital structure.