Melar Acquisition Corp. I SEC Filings

Melar Acquisition Corp. I reported that it and Everli Global Inc. have submitted a draft registration statement on Form S-4 to the SEC. The filing relates to their previously announced Agreement and Plan of Merger, under which Everli will combine with Melar through a business combination structure.

The Form S-4 will include a proxy statement for Melar shareholders and a prospectus for Melar securities to be issued in connection with the transaction. Once the registration statement is declared effective, a definitive proxy statement/prospectus will be mailed to Melar shareholders of record to solicit votes on approving the business combination.

Bank of Montreal and its affiliates have filed an amended Schedule 13G reporting that they no longer beneficially own any shares of Melar Acquisition Corp. I/Cayman. The filing shows Bank of Montreal, Bank of Montreal Holding Inc. and BMO Nesbitt Burns Inc. each report beneficial ownership of 0 Class A Ordinary Shares and 0% of that class as of 12/31/2025. They also report no sole or shared voting or dispositive power over any shares and certify that any securities referenced were acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of the issuer.

Melar Acquisition Corp. I reported Q3 results as a pre‑combination SPAC. Total assets were $173.8 million, including $169.7 million in the Trust Account. Q3 net income was $1.11 million and year‑to‑date net income reached $4.25 million, driven largely by $5.34 million in dividends and interest earned on Trust investments. Cash outside the trust was $286,258, and the company recorded a working capital deficit of $17,424.

The company entered into a merger agreement with Everli Global Inc., valuing Everli at a pre‑money equity value of $180 million. Melar recorded amounts due from Everli of $3.63 million under a secured note and had a Sponsor Loan balance of $3.56 million at a 17.5% rate. Class A shares subject to possible redemption totaled 16,000,000 at $10.61 per share. Management disclosed substantial doubt about the company’s ability to continue as a going concern if no business combination is completed by June 20, 2026. As of November 13, 2025, 16,000,000 Class A and 5,621,622 Class B shares were outstanding.

Melar Acquisition Corp. I filed an 8-K outlining updates to its pending merger with Everli and a new Everli financing. Everli issued a secured convertible note for $7,500,000 (including a $750,000 original issue discount) to Melar Capital Group LLC, bearing 17.5% annual interest, secured by Everli and its subsidiaries, and maturing 12 months from issuance. The lender is an affiliate of Melar’s sponsor. The note may be converted into Melar Class A common stock at a rate set forth in the note after the Business Combination.

Melar joined as a signatory to acknowledge the conversion right and security parity and stated the note creates no direct financial obligation or off-balance sheet arrangement for Melar. The parties extended Everli’s bridge financing deadline of $10,000,000 to October 21, 2025. Earlier, the Everli and Sponsor promissory notes were each increased to $3,250,000 on September 29, 2025.

Melar Acquisition Corp. I (MACI) reported financing updates tied to its proposed merger with Everli. Everli issued a secured promissory note for an aggregate principal amount of $7,500,000, including a $750,000 original issue discount, bearing 17.5% interest per annum. The note is secured by Everli and its subsidiaries’ assets and gives Melar Capital Group LLC, an affiliate of the Sponsor, the right to convert any outstanding balance into Melar Class A common stock at a rate set forth in the note, exercisable on or after the Business Combination. Principal and accrued interest are due 12 months from issuance.

Melar acknowledged the conversion right and security parity but stated the note creates no direct financial obligation or off‑balance sheet arrangement for Melar. Separately, the deadline for Everli to procure at least $10,000,000 in Bridge Financing was extended to October 21, 2025. Prior amendments increased the Everli Note and the Sponsor Note to up to $3,250,000 each. The note was filed as Exhibit 99.1.

Wolverine Asset Management and affiliated entities report owning 926,328 Class A Ordinary Shares of Melar Acquisition Corp. I/Cayman, representing 5.79% of the Class A shares outstanding. The filing states the shares are held with shared voting and dispositive power (no sole voting or dispositive power). The aggregate and percentage figures use a 16,000,000 share base as of 08/13/2025. The reporting group includes Wolverine Asset Management, Wolverine Holdings, Wolverine Trading Partners, and individuals Christopher L. Gust and Robert R. Bellick; Wolverine Flagship Fund Trading Limited is named as having rights to dividends or sale proceeds for these shares. The filing certifies the holdings were acquired in the ordinary course of business and not to influence control.

Melar Acquisition Corp. I filed an Form 8-K disclosing three amendments tied to its proposed business combination with Everli Global Inc. The filing lists a First Amendment to the Agreement and Plan of Merger dated October 2, 2025 among Melar Acquisition Corp. I, MAC I Merger Sub Inc., Everli Global Inc., Melar Acquisition Sponsor I LLC, and Salvatore Palella. It also discloses a Second Amendment to an Amended and Restated Secured Promissory Note and Pledge Agreement dated September 29, 2025 among Melar Acquisition Corp. I, Everli Global Inc. and a certain stockholder of Everli Global Inc., plus a Second Amendment to an Amended and Restated Promissory Note issued on September 29, 2025 by Melar Acquisition Corp. I to Melar Acquisition Sponsor I LLC. The exhibit index references these agreements and includes an Inline XBRL cover page file.

Melar Acquisition Corp. I reported amendments to two key promissory notes that increase its available borrowing capacity. The company’s secured promissory note and pledge agreement with Everli Global Inc. and a pledging stockholder, originally for up to $1,000,000, was amended on September 12, 2025 to raise the aggregate principal amount to up to $1,250,000. On the same date, Melar also amended its existing promissory note with its sponsor, Melar Acquisition Sponsor I LLC, increasing that note’s aggregate principal amount from up to $1,000,000 to up to $1,250,000. The sponsor amendment creates a direct financial obligation for the company and was issued under the private offering exemption in Section 4(a)(2) of the Securities Act.