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 filing covers the quarterly period ended June 30, 2025. The Company has not commenced operations and is focused on identifying a target for a Business Combination. On July 30, 2025, subsequent to the reporting period, the Company entered into a Merger Agreement with Everli Global Inc.
Key Financial Metrics
| Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | As of June 30, 2025 |
|---|---|---|---|
| Net Income | $1,556,238 | $3,136,231 | N/A |
| Operating Costs (G&A) | $233,288 | $390,236 | N/A |
| Trust Account Balance | N/A | N/A | $167,930,676 |
| Cash (Operating) | N/A | N/A | $555,805 |
| Working Capital | N/A | N/A | $685,919 |
| Total Liabilities | N/A | N/A | $6,891,768 |
| Deferred Underwriting Fee | N/A | N/A | $6,600,000 |
| Shares Outstanding (Class A) | N/A | N/A | 16,000,000 |
| Shares Outstanding (Class B) | N/A | N/A | 5,621,622 |
Material Changes vs. Prior Period
- Net Income Surge: Net income for the three months ended June 30, 2025, was $1,556,238, a significant increase from $106,303 in the same period in 2024. This is primarily driven by higher interest and dividend income earned on the Trust Account ($1,786,926 vs. $167,532).
- Operating Expenses: General and administrative costs increased to $233,288 for the quarter ended June 30, 2025, compared to $88,594 in the prior year quarter, reflecting ongoing operational and due diligence costs.
- Trust Account Growth: The Trust Account balance grew to $167,930,676 from $164,407,016 at December 31, 2024, due to accrued interest and dividends.
- Related Party Debt: The Company incurred a new Sponsor Loan of $228,188 and a receivable from Everli of $230,619, neither of which existed in the prior comparable periods.
Outlook, Risks, and Unusual Items
- Business Combination: On July 30, 2025, the Company signed a Merger Agreement with Everli Global Inc. The pre-money equity value of Everli is set at $180 million. The transaction involves a domestication from the Cayman Islands to Nevada.
- Liquidity and Going Concern: Management has identified substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not completed by June 20, 2026. The Company relies on the Trust Account and potential working capital loans from the Sponsor.
- Related Party Transactions:
- Everli Note: A secured promissory note of up to $300,000 at 17.5% interest was issued to Everli on May 30, 2025.
- Sponsor Loan: A new unsecured loan of up to $300,000 at 17.5% interest was obtained from the Sponsor for working capital.
- Administrative Fees: The Company pays $10,000 per month to a Sponsor affiliate for office and administrative services.
- Redemption Rights: Public shareholders have the right to redeem their shares for a pro-rata portion of the Trust Account upon the completion of a Business Combination or if the Company fails to complete one within the specified timeframe.
Investor Verification Checklist
- Verify the terms and closing conditions of the Merger Agreement with Everli Global Inc. filed on Form 8-K (July 31, 2025, and August 5, 2025).
- Confirm the status of the $228,079 loan to Everli and the $228,188 loan from the Sponsor, including repayment triggers tied to the Merger Agreement.
- Monitor the Trust Account balance and potential redemption requests from public shareholders prior to the Business Combination closing.
- Review the "Risk Factors" in the Form S-4 registration statement for the Everli transaction once filed.
- Assess the Company's ability to meet the June 20, 2026, deadline for consummating a Business Combination to avoid automatic liquidation.