Melar Acquisition Corp. I

MACI: 8-K · acquisition merger

Melar Acquisition Corp. I filed an 8-K (Rule 425 communication) on October 15, 2026, attaching an October 14 press release from merger target Everli Global Inc. outlining its business model ahead of the shareholder vote on their pending business combination. Everli operates an asset-light e-grocery marketplace exclusively in Italy, partnered with more than 95 retailers including all 13 of Italy's largest grocers (Lidl, Coop, Conad, Carrefour, Esselunga), covering 1,150+ stores, 300,000+ products, and 60+ provinces with no warehouses, fleets, or added retailer staff. The press release notes online grocery was only about 2.5% of Italy's total grocery sales in 2024 versus 12.5% in the US, which Everli frames as a growth opportunity. The S-4 registration statement was declared effective October 2, 2026, and upon closing the combined company is expected to be named Everli Global Holdings Inc. and trade on Nasdaq under ticker EVRL.

SEC 8-K•11d ago

MACI: S-4/A · acquisition merger

Melar Acquisition Corp. I filed Amendment No. 2 to its Form S-4 for the business combination with Everli Global Inc., which will take Melar from the Cayman Islands to Nevada and rename the combined company Everli Global Holdings Inc. The merger agreement was originally signed July 30, 2025 and amended twice.

SEC S-4/A•26d ago

MACI: 8-K · acquisition merger

Melar Acquisition Corp. I, a Cayman Islands SPAC, furnished an investor presentation (Exhibit 99.1) under Item 7.01 that it is using to market its pending business combination with Everli Global Inc., the Italian online grocery marketplace, under the July 30, 2025 merger agreement. The presentation shows Everli generated $77.9M of gross transaction value across roughly 769,000 orders in FY2025, producing $16.7M of net revenues and $1.1M of gross profit at a ~21% take rate and ~7% gross margin, with 95 retail partners covering 89%+ of Italian modern grocery distribution. Pro forma deal math in the no-redemptions scenario implies a $313.0M equity value at $10.00 per share on 31,295,545 shares, built from $180.0M of Everli rollover equity, a $30M PIPE that is not yet committed, $10M of bridge financing, and a $39.2M public trust; warrants remain outstanding at an $11.50 strike. Closing still requires the Form S-4 to go effective and shareholder approval, after which Melar will domesticate to Nevada and Everli will survive as its wholly owned subsidiary; the target remains unprofitable, with positive EBITDA framed only as a future growth pillar.

SEC 8-K•1mo ago

MACI: 8-K · material agreement

Melar Acquisition Corp. I announced an update to the terms of its proposed extension of the time to complete a business combination ahead of a shareholder meeting on June 16, 2026. The company is soliciting proxies from shareholders as of the May 11 record date to vote on the extension and other matters. To incentivize shareholders to support the extension, the sponsor has agreed to double the maximum monthly contribution to the trust account from $40,000 to $80,000. The per-share contribution remains at $0.02 for each public share that is not redeemed, though the aggregate amount depends on the number of outstanding shares and the extension duration. This modification increases the potential non-redeemable funds available in the trust account, providing additional value to remaining shareholders if a business combination is successfully completed during the extension period.

SEC 8-K•4mo ago

MACI: 8-K · debt financing

Melar Acquisition Corp. I (MACI) issued a promissory note to its sponsor, Melar Acquisition Sponsor I LLC, with a maximum principal amount of $1.5 million to fund working capital expenses. As of the filing date, the sponsor had advanced $223,079.12 under the note, which bears interest at 17.5% per annum and is repayable upon the completion of an initial business combination or liquidation. The filing also discloses that the company converted 5,621,621 Class B ordinary shares held by the sponsor into an equal number of Class A ordinary shares. Following this conversion, there are 21,621,621 Class A ordinary shares and 1 Class B ordinary share outstanding. The converted shares remain subject to the same transfer restrictions and redemption waivers as the original Class B shares. The unpaid principal of the note may be converted into warrants at the sponsor's option at a price of $1.00 per warrant, identical to the private placement warrants issued in the IPO. This structure is typical for SPACs seeking to preserve cash for deal-related expenses while providing the sponsor with equity upside.

SEC 8-K•4mo ago

MACI: 8-K · material agreement

Melar Acquisition Corp. I filed an 8-K reporting the entry into an Intercreditor Agreement on May 27, 2026, with Agile Capital Funding, Agile Lending, and YA II PN, Ltd. The agreement establishes the priority of claims among lenders financing Everli Global Inc., the target of Melar’s proposed business combination. Under the agreement, Agile Parties are designated as subordinated lenders, while Melar Lender and YA Lender are designated as senior creditors. Agile Parties consented to the terms of the senior loans and acknowledged that these transactions do not constitute a default under their existing loan documents with Everli’s majority shareholder. The filing confirms that the proposed merger between Melar and Everli remains on track, with the intercreditor agreement serving as a necessary step to finalize the capital structure for the combined entity. No new material terms regarding the merger consideration or timeline were disclosed in this filing.

SEC 8-K•4mo ago

MACI: DEF 14A · proxy statement

Melar Acquisition Corp. I (CIK 2016221) has filed a definitive proxy statement for an extraordinary general meeting on June 16, 2026, seeking shareholder approval to extend its deadline to complete a business combination from June 20, 2026, to December 20, 2026. The extension is necessary to finalize the proposed merger with Everli Global Inc., valued at $180 million, which the board believes cannot be completed within the current timeframe. Public shareholders may redeem their shares for approximately $10.852 per share, based on a trust account balance of $173.6 million, regardless of how they vote on the extension. The sponsor has agreed to provide monthly loans of up to $40,000 to maintain the trust account balance, with a maximum aggregate contribution of $120,000, contingent on the extension being approved. If the extension is not approved, the company will liquidate and dissolve, returning trust funds to public shareholders and causing warrants to expire worthless. The filing also includes a proposal to ratify Withum as the independent auditor and an adjournment proposal to allow further solicitation if votes are insufficient.

SEC DEF 14A•5mo ago

MACI: 10-Q · periodic report

Melar Acquisition Corp. I filed its quarterly report for the period ended March 31, 2026, reporting net income of $778,261 driven primarily by $1.51 million in interest earned on its trust account. The company holds $172.9 million in its trust account and only $14,205 in operating cash, reflecting its status as a pre-deal SPAC awaiting the completion of its business combination. The filing confirms ongoing progress toward the merger with Everli Global Inc., which has a pre-money valuation of $180 million. An S-4 registration statement for the transaction was submitted to the SEC in January 2026, and the company has satisfied the $10 million bridge financing requirement through promissory notes issued by Everli to the sponsor and its affiliates. Management disclosed substantial doubt about the company's ability to continue as a going concern due to a working capital deficit of $1.12 million and the mandatory liquidation deadline of June 20, 2026, if the business combination is not completed. The company relies on the successful closing of the Everli merger to resolve these liquidity constraints and continue operations.

SEC 10-Q•5mo ago

MACI: 8-K · material agreement

Melar Acquisition Corp. I filed an 8-K reporting the entry into an Intercreditor Agreement with YA II PN, Ltd. on May 8, 2026. The agreement governs the rights and priorities of Melar and YA as lenders to Everli Global Inc., the target of Melar's proposed business combination. The lenders agreed that their respective debts owed by Everli will rank pari passu in right of payment and security. Principal payments and recoveries will be distributed pro rata between the lenders, while interest, fees, and conversion rights remain separate. This filing is a procedural step in the ongoing merger process between Melar and Everli. It ensures equitable treatment of the two primary lenders financing the target company prior to the completion of the business combination.

SEC 8-K•5mo ago