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.
Melar Acquisition Corp. I has scheduled a special shareholder meeting for June 16, 2026 at the offices of Ellenoff Grossman & Schole LLP in New York. The meeting is intended in part to satisfy Nasdaq’s annual shareholder meeting requirement.
Shareholders who wish to bring business before the Special Meeting must deliver proposals to the company’s New York office no later than May 14, 2026, and such proposals must comply with Cayman Islands law, SEC rules and the company’s amended and restated charter. Only business set out in the definitive proxy statement may be transacted, and the terms of the Class I directors will not expire at this meeting.
Melar Acquisition Corp. I is asking shareholders to approve an amendment to extend its June 20, 2026 deadline to complete a business combination (the "Extension Amendment Proposal") to an Extended Date and to ratify its auditor and permit adjournment if needed. The extension would permit monthly sponsor loans (the "Loans")—the lesser of $40,000 or $0.02 per remaining Public Share—and would allow Public Shareholders to redeem their Class A Ordinary Shares for a pro rata portion of the Trust Account. The Sponsor currently holds 5,621,622 Founder (Class B) Shares and 3,500,000 Private Placement Warrants; on the Record Date there were 16,000,000 Class A Ordinary Shares and 5,621,622 Class B Ordinary Shares outstanding, with the Sponsor representing approximately 26.0% of issued and outstanding Ordinary Shares. Example deposit scenarios disclosed include approximately $0.01 per share (aggregate max $120,000) and approximately $0.06 per share depending on redemptions and extension length. The Meeting record date is May 11, 2026. Management recommends voting FOR the Proposals.
Karpus Management, Inc. reports beneficial ownership of 988,505 shares of Melar Acquisition Corp. I/Cayman common stock, representing 4.57% of the class. The filing states Karpus has sole voting and dispositive power over the 988,505 shares and that this ownership is held directly in accounts managed by Karpus.
The amendment notes Karpus is a New York registered investment adviser controlled by City of London Investment Group plc but that "effective informational barriers" exist so Karpus exercises voting and investment power independently. The filing is signed by the Chief Compliance Officer on 04/07/2026.
Melar Acquisition Corp. I amended financing for its planned business combination with Everli. On March 30, 2026, Melar and Everli amended an existing secured promissory note, increasing the Everli note principal to $3,611,111 (previously up to $3,250,000). On the same date Melar amended the Sponsor note, increasing its principal to $3,611,111 (previously $1,250,000). The amendments are reflected as Exhibits 10.1 and 10.2 and are related to the merger agreement governing the Business Combination; the parties intend to file a Form S-4 to register securities in connection with the transaction.
Melar Acquisition Corp. I entered into third amendments to two key promissory notes tied to its pending business combination with Everli Global Inc.. The secured Everli Note and the Sponsor Note were each increased to an aggregate principal amount of up to $3,611,111.
The amended Sponsor Note, issued to Melar Acquisition Sponsor I LLC, is treated as a direct financial obligation of Melar and was issued under a private offering exemption. These financing changes support the transaction structure while Melar and Everli prepare a Form S-4 registration statement for shareholder approval of the business combination.