MACI

Business Context and Reporting Period

Melar Acquisition Corp. I (MACI) is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) formed to effect a business combination. This Form 10-Q covers the quarterly period ended June 30, 2026. The Company is in the process of consummating a business combination with Everli Global Inc. (the "Everli Business Combination"). As of the reporting date, the Company has not commenced any operations other than identifying and consummating a target business.

Key Financial Metrics

Material Changes vs. Prior Period

• Significant Redemptions: In connection with a shareholder meeting on June 16, 2026, to approve an extension of the Combination Period, holders of 12,076,077 Public Shares exercised their right to redeem. This resulted in a withdrawal of approximately $131.5 million from the Trust Account, reducing the balance from $171.4 million (Dec 31, 2025) to $42.9 million.
• Share Count Reduction: Following redemptions, outstanding Public Shares decreased from 16,000,000 to 3,923,923.
• Deferred Fee Adjustment: Due to the redemptions, the Deferred Fee payable to underwriters was reduced by $4,885,024, from $6.6 million to $1.7 million.
• Founder Shares Conversion: On June 11, 2026, the Sponsor converted 5,621,621 Class B Ordinary Shares into Class A Ordinary Shares.
• Operating Expenses: General and administrative costs increased significantly year-over-year, rising from $233,288 in Q2 2025 to $628,701 in Q2 2026, reflecting increased activity related to the pending business combination.

Outlook, Risks, and Management Commentary

• Extension of Combination Period: Shareholders approved an amendment to extend the deadline to consummate a business combination on a monthly basis up to six times, through December 20, 2026. To facilitate this, Everli (the target) has agreed to contribute $78,478 monthly to the Trust Account.
• Going Concern Uncertainty: Management has raised substantial doubt about the Company's ability to continue as a going concern within one year. This is due to a working capital deficit of $1.77 million and the expectation of significant future costs. The Company's ability to continue depends entirely on the successful closing of the Everli Business Combination.
• Related Party Financing: The Company has outstanding related-party loans, including a Sponsor Loan (balance approx. $4.1 million including interest) and a new Working Capital Loan (principal up to $1.5 million, interest rate 17.5%).
• Everli Notes: The Company holds notes issued by Everli (the "Everli Notes") with an outstanding balance of $4,120,066, which generate interest income for the Company.
• Risk Factors: As a smaller reporting company, the filing does not include a detailed risk factor section, but references risks in prior filings. Key risks include the failure to complete the business combination by the deadline, which would trigger mandatory liquidation.

Investor Verification Checklist

• Redemption Impact: Verify the remaining cash in the Trust Account ($42.9M) is sufficient to cover the pro-rata redemption value of remaining shares and the deferred underwriting fee.
• Extension Contributions: Confirm that Everli continues to make the required monthly $78,478 contributions to the Trust Account to maintain the extension through December 2026.
• Related Party Debt: Review the terms of the Sponsor Loan and Working Capital Loan, specifically the 17.5% interest rate and conversion features, to assess potential dilution or repayment obligations upon closing.
• Going Concern Status: Monitor the Company's ability to secure the Everli Business Combination before December 20, 2026, as failure will result in liquidation.
• Deferred Fee Reduction: Confirm the final calculation of the Deferred Fee payable to underwriters based on the final number of shares remaining at the time of the business combination.