Melar Acquisition Corp. I/Cayman (MACI) registers up to 33,726,473 shares of Class A common stock, 7,819,072 shares of Class B common stock and 14,500,000 redeemable warrants for its proposed combination with Everli Global Inc., the merger target. Class A shares include exchanges for Melar shares, merger consideration and warrant exercise; the warrants are exchanged in the transaction. Securities cannot be sold or issued until the registration statement is effective.
Everli holders would receive New Melar shares valued at $180 million, plus gross Bridge Financing proceeds converted into Everli stock, if any, and any Everli Equity Investment; each share is valued at $10. Melar would domesticate in Nevada and merge its subsidiary into Everli, which would survive as a wholly owned subsidiary; Closing requires specified shareholder approvals. Class B shares would carry 30 votes each, with super-voting rights ending 12 years after Closing. The Escrowed Seller’s 1,500,000 merger-consideration shares would be held in escrow for 24 months and could be forfeited under specified events. Notes from YA II PN, Ltd., an affiliate lender, bear 8% interest, rising to 18% upon an event of default, and mature approximately 18 months from the first note’s issuance. A further $2 million advance is subject to conditions at the Effective Time.
Melar Acquisition Corp. I/Cayman (symbol: MACI) is the issuer of record for a Form S-4/A filing submitted to the SEC.
Melar Acquisition Corp. I (MACI) reported that it and Everli Global Inc. are proceeding with their previously announced Business Combination, under which Melar will domesticate from the Cayman Islands to Nevada and merge its subsidiary into Everli, leaving Everli as a wholly owned subsidiary of Melar. Melar and Everli have filed a Form S-4 Registration Statement (File No. 333-298505) that includes a proxy statement/prospectus covering Melar securities to be issued in the transaction. Melar has also prepared an investor presentation, furnished as Exhibit 99.1, to be used in connection with the proposed Business Combination. The companies highlight numerous closing conditions and risk factors and state that shareholders are advised to review the Registration Statement and proxy statement/prospectus when available.
Melar Acquisition Corp. I (MACI) furnished an investor presentation describing its proposed Business Combination with Everli Global Inc., an Italy-focused online grocery marketplace, and referenced a joint Form S-4 registration statement containing the proxy statement/prospectus for Melar shareholders. The transaction would include Everli becoming a wholly owned subsidiary after Melar’s domestication to Nevada and merger of a Melar subsidiary into Everli. The presentation highlights Everli’s asset-light model, coverage of more than 60 Italian provinces and a network of top grocery groups, and a ~21% take rate on orders. For full-year 2025, Everli reported gross transaction value (GTV) of $77.9 million across about 769,000 orders, generating net revenues of $16.7 million and gross profit of $1.1 million, or roughly 7% gross margin per order. In a no-redemptions scenario, the illustrative pro forma structure shows about 31.3 million shares outstanding, with a pro forma equity value of $313.0 million and enterprise value of $243.8 million, assuming a $30 million PIPE and $10 million bridge financing.
Melar Acquisition Corp. I (MACI) has filed a Form S-4/proxy to complete a business combination with Everli Global Inc., converting Melar into a Nevada corporation (“New Melar”) and merging Everli into a New Melar subsidiary. The filing registers 33,726,473 shares of New Melar Class A common stock, 7,819,072 shares of New Melar Class B common stock, and 14,500,000 New Melar Warrants, including shares issuable in the Domestication, as Merger consideration and upon warrant exercise.
Everli security holders will receive New Melar common stock valued at an aggregate of $180,000,000 plus any converted Bridge Financing and any Everli Equity Investment, at $10.00 per share, split between one-vote Class A and 30-vote Class B shares; the Class B super-voting rights sunset 12 years after closing. 1,500,000 Escrow Shares of New Melar common stock from the Escrowed Seller’s consideration will be held in escrow for 24 months and may be forfeited or released based on agreed conditions.
Everli has raised $11,111,111 of Bridge Financing (including 10% original issue discounts) and up to $10 million of additional convertible note capacity from Yorkville, with notes bearing 8% interest (rising to 18% on default) and maturing about 18 months after the first Yorkville note. At closing, assuming no redemptions and no additional financing or incentive shares, Public Shareholders, the Sponsor and Everli security holders are expected to own approximately 19.9%, 28.5% and 51.6% of New Melar Class A common stock, respectively, while Everli holders will own 100% of Class B. New Melar will be a Nasdaq “controlled company” and seeks authorization for up to 1.2 billion Class A and 50 million Class B shares.
First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC report their beneficial ownership of Melar Acquisition Corp. I Class A Ordinary Shares in this amended Schedule 13G filing. As of June 30, 2026, the group collectively held 240,001 Ordinary Shares, representing 2.51% of the outstanding class. The shares are held in client accounts advised by First Trust Capital Management L.P., which has authority to purchase, vote and dispose of the securities. First Trust Capital Solutions L.P. and FTCS Sub GP LLC are described as control persons of the adviser and may be deemed beneficial owners of the same shares, though they do not hold any shares for their own accounts. All three reporting persons have sole voting and dispositive power over the 240,001 shares and no shared voting or dispositive power.
Melar Acquisition Corp. I received an updated ownership report from a group of affiliated investment managers led by the LMR entities and individuals Ben Levine and Stefan Renold. As of June 30, 2026, these reporting persons collectively beneficially owned 742,500 Class A Ordinary Shares of Melar Acquisition Corp. I through LMR Multi-Strategy Master Fund Limited and LMR CCSA Master Fund Ltd, each fund holding 371,250 shares.
The filing states this position represents approximately 7.8% of the outstanding Class A Ordinary Shares, based on 9,545,544 shares outstanding as of June 16, 2026, after sponsor share conversion and shareholder redemptions. The funds also hold warrants to purchase 371,250 Class A Ordinary Shares each, with an exercise price of $11.50 per share, exercisable 30 days after completion of the company’s initial business combination and expiring five years after that business combination, or earlier upon redemption or liquidation.
Melar Acquisition Corp. I reports that as of June 30, 2026 it remains a pre‑revenue SPAC focused on completing its proposed Business Combination with Everli Global Inc. The Everli transaction carries a pre‑money equity value of $180 million, with Everli becoming a wholly owned subsidiary after a Cayman‑to‑Nevada domestication.
Following shareholder approval of an extension to December 20, 2026, holders of 12,076,077 Public Shares redeemed for about $131.5 million, reducing the Trust Account from $171.4 million to $42.9 million and leaving 3,923,923 Public Shares outstanding. The Sponsor’s affiliate Everli contributes up to $78,478 monthly to the Trust to fund extensions.
Melar shows a working capital deficit of $1.77 million, cash of $2,068 outside the Trust, and net income of $1.50 million for the first half of 2026, driven mainly by Trust interest and 17.5% Everli note income. Management discloses substantial doubt about the company’s ability to continue as a going concern if it cannot close a Business Combination by the end of the Combination Period.
AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC report beneficial ownership of Melar Acquisition Corp. I/Cayman Class A ordinary shares. The group holds 135,133 shares, representing 3.44% of the Class A shares outstanding as of June 30, 2026.
All three entities report shared voting and dispositive power over these 135,133 shares and no sole voting or dispositive power. The filing confirms that the position represents 5 percent or less of the class, with AQR Capital Management, LLC a wholly owned subsidiary of AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC controlled by AQR Capital Management, LLC.
Mizuho Financial Group, Inc. filed Amendment No. 2 to a Schedule 13G reporting its beneficial ownership in Melar Acquisition Corp. I common shares. The filing shows beneficial ownership of 5 common shares, representing 0.0% of the class. Mizuho has sole power to vote and dispose of all 5 shares, with no shared voting or dispositive power. The shares are held directly by Mizuho Securities USA LLC, and Mizuho Financial Group, Inc., Mizuho Bank, Ltd., and Mizuho Americas LLC may be deemed indirect beneficial owners as the parent entities. The filing is made in the capacity of a parent holding company and confirms ownership of 5 percent or less of the class.