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. The filing covers the fiscal year ended December 31, 2025. The Company consummated its Initial Public Offering (IPO) on June 20, 2024, raising $160 million. As of the filing date, MACI has no operating revenues and is focused on consummating the "Everli Business Combination" with Everli Global Inc., a target in the emerging finance sector. The Company must complete a business combination by June 20, 2026, or it will liquidate.

Key Financial Metrics

Note: Net income is primarily driven by interest income earned on the Trust Account ($6,998,961) and interest due from the target company Everli ($555,862), offset by general and administrative costs ($1,475,992) and interest expense on the Sponsor Loan ($539,932).

Material Changes vs. Prior Period

• Trust Account Growth: The Trust Account balance increased by approximately $7.0 million due to interest and dividend income earned on marketable securities.
• Debt Incurrence: The Company incurred significant related-party debt in 2025. A "Sponsor Note" was issued with a principal amount up to $3.25 million (outstanding balance including interest: $3.72 million). Additionally, the Company advanced funds to Everli under the "First Everli Note" (outstanding balance: $3.81 million).
• Liquidity Position: Cash held outside the Trust Account decreased significantly from $878,254 in 2024 to $32,075 in 2025, resulting in a working capital deficit.
• Transaction Progress: The Company entered into a definitive Merger Agreement with Everli in July 2025, which was subsequently amended twice in 2025 to extend deadlines for bridge financing and GAAP audit delivery.

Outlook, Risks, and Contingencies

• Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. This is due to the working capital deficit and the mandatory liquidation date of June 20, 2026, if a business combination is not consummated.
• Everli Business Combination: The proposed merger with Everli Global Inc. is the primary path to avoiding liquidation. The transaction involves a pre-money equity value of $180 million for Everli. A draft S-4 registration statement was submitted to the SEC on January 23, 2026.
• Financing Requirements: The Company is seeking a PIPE investment of up to $30 million and has secured $10 million in bridge financing (via the Everli Notes) to satisfy closing conditions.
• Risks: Key risks include the failure to consummate the Everli transaction, inability to obtain additional financing, potential delisting from Nasdaq if the 36-month requirement is not met, and the possibility that the Trust Account could be subject to third-party claims.

Investor Verification Checklist

• Merger Status: Verify the current status of the Everli Registration Statement (S-4) and whether shareholder approval has been scheduled.
• Redemption Risk: Assess the potential impact of shareholder redemptions on the cash available at closing, given the minimum cash requirement of $10 million.
• Debt Obligations: Confirm the terms of the Sponsor Note and Everli Notes, specifically the interest rates (17.5%) and conversion rights upon closing.
• Liquidity Runway: Review the Company's ability to fund operations with only $32,075 in cash outside the Trust Account until the merger closes or liquidation occurs.
• Extension Provisions: Understand the terms under which the Combination Period can be extended and the associated costs or dilution.