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Melar Acquisition Corp. I is updating shareholders ahead of a June 16, 2026 extraordinary meeting where they will vote on an extension of the time to complete an initial business combination. The company will continue soliciting proxies, with only holders of ordinary shares as of May 11, 2026 eligible to vote.
The key change is an increase in the maximum monthly amount the sponsor contributes to the trust account during any extension, from the lesser of $40,000 or $0.02 per Public Share not redeemed to the lesser of $80,000 or $0.02 per Public Share not redeemed. Examples show contributions of about $0.015 per share if no shares are redeemed over three months, or about $0.06 per share if 12,000,000 Public Shares are redeemed and 4,000,000 remain outstanding.
Melar Acquisition Corp. I entered into a new sponsor financing arrangement and simplified its share structure. The company issued a promissory note to its sponsor for up to $1,500,000 to fund working capital, bearing interest at 17.5% per year and repayable upon either its initial business combination or liquidation. The sponsor had advanced $223,079.12 under this note as of June 11, 2026, and may elect to convert up to $1,500,000 of principal into company warrants at $1.00 per warrant.
On the same date, the sponsor converted 5,621,621 Class B ordinary shares into an equal number of Class A ordinary shares. After this conversion, there were 21,621,621 Class A ordinary shares and 1 Class B ordinary share outstanding, with the new Class A shares carrying the same transfer and voting restrictions that applied to the former Class B shares.
Melar Acquisition Corp. I disclosed that on May 27, 2026 it entered into an Intercreditor Agreement among Melar, Melar Capital Group LLC, Agile Capital Funding, Agile Lending, YA II PN, Ltd., Everli Global Inc., Salvatore Palella and Palella Holdings. The agreement subordinates Agile Parties’ claims to the Melar and YA lenders until the Senior Obligations are paid in full (the Final Payout Date) and sets customary enforcement, standstill, turnover and consent provisions. The filing notes Melar and Everli intend to file a Registration Statement on Form S-4 in connection with their proposed business combination, and that the full Intercreditor Agreement is filed as Exhibit 10.1.
Melar Acquisition Corp. I entered into an Intercreditor Agreement on May 27, 2026 with Agile Capital Funding, Agile Lending, YA II PN and related parties to set lender priorities for loans to Everli Global Inc. and affiliates.
The agreement designates Melar and YA II PN as senior creditors, with the Agile parties’ claims and collateral rights expressly subordinated to the senior obligations until those senior debts are repaid in full on the defined Final Payout Date. Before that date, Palella Holdings and Salvatore Palella generally cannot make, and the Agile parties cannot accept, payments on subordinated obligations except for limited permitted payments, and any distributions in an insolvency must instead go to the senior creditors.
The Agile parties also agree to enforcement standstill and turnover provisions, may not challenge the senior obligations’ validity or priority, and cannot amend or transfer subordinated obligations without senior creditor consent. The filing notes this structure is separate from Melar’s previously announced merger agreement with Everli and that Melar and Everli plan to file a Form S‑4 registration statement with a proxy statement/prospectus for shareholders regarding the proposed business combination.
Melar Acquisition Corp. I is asking shareholders to approve an extension of its deadline to complete the proposed Everli Business Combination from June 20, 2026, with up to six one‑month extensions through December 20, 2026. Public shareholders may redeem Class A shares around $10.852 per share, based on approximately $173.6 million in the trust as of May 14, 2026, regardless of how they vote. If the extension is implemented, the sponsor or its designees may lend up to the lesser of $40,000 or $0.02 per unredeemed Public Share per month, repayable at closing of a business combination. If the extension is not approved and no deal closes within the current period, the SPAC will redeem all Public Shares and liquidate. Shareholders are also being asked to ratify auditor Withum and to allow adjournment of the meeting if more time is needed to solicit votes.
MELAR ACQUISITION CORP I-A ownership disclosure: Barclays PLC reports beneficial ownership of 576,328 shares of Common Stock, representing 3.60% of the class as of 03/31/2026. The filing states Barclays PLC holds sole voting and dispositive power over 576,328 shares. The amendment is signed by a director on 05/14/2026.
Melar Acquisition Corp. I, a SPAC targeting the Everli Business Combination, reported net income of $778,261 for the quarter ended March 31, 2026, driven mainly by $1,513,878 of interest and dividends on Trust Account investments and $156,234 of interest due from Everli.
General and administrative costs rose to $739,221, and interest expense on the Sponsor Loan was $152,631. Cash outside the Trust Account was only $14,205 with a working capital deficit of $1,121,800. The Trust Account held $172,919,855, or about $10.81 per public share.
Management states that ongoing costs, limited liquidity and the need to complete a Business Combination by June 20, 2026 raise substantial doubt about the company’s ability to continue as a going concern. The proposed Everli Business Combination values Everli at a pre-money equity value of $180 million, with additional value tied to specified financings.
Melar Acquisition Corp. I entered into an Intercreditor Agreement on May 8, 2026 with Melar Capital Group LLC and YA II PN, Ltd., governing rights and priorities between the lenders in connection with promissory notes made to Everli Global Inc. The agreement provides that Melar and YA will rank their indebtedness pari passu for payments and security.
The agreement requires pro rata principal distributions, excludes certain items from pari passu allocation (including accrued interest, fees, attorneys' fees and conversion amounts), and mandates a three-business-day prior written notice for intended principal payments. It also contemplates a bailment structure upon YA funding of $5,000,000 and coordinates lender actions in bankruptcy or insolvency. The Intercreditor Agreement is filed as Exhibit 10.1.
Melar Acquisition Corp. I filed an 8-K describing an Intercreditor Agreement entered on May 8, 2026 among Melar, Melar Capital Group, YA II PN, Everli Global Inc., Salvatore Palella and Palella Holdings LLC. The agreement governs how Melar and YA share rights on certain Everli promissory notes and related guarantees.
The lenders agree that their promissory note claims will rank pari passu, sharing principal payments and recoveries pro rata, while certain interest, fees and conversion amounts are excluded. Both lenders share a first-priority, perfected security interest over substantially all Everli and subsidiary assets and must receive substantially similar liens.
The agreement also sets coordination rules in insolvency situations and a bailment structure where, after YA funds at least $5,000,000, specified collateral is held by YA as bailee for both lenders. The filing links this structure to the previously announced proposed business combination between Melar and Everli, for which a Form S-4 registration statement and proxy statement/prospectus are expected.
Mizuho Financial Group reports beneficial ownership of 1,250,727 common shares (7.8%) of Melar Acquisition Corp. I. The filing states Mizuho has sole voting and dispositive power over 1,250,727 shares. The report notes those shares are directly held by Mizuho Securities USA LLC, a wholly owned subsidiary, and that related entities may be deemed indirect owners.