Melar Acquisition I/Cayman (MACIU) SEC Filings

Melar Acquisition Corp. I (MACI) disclosed that Everli Global Inc. outlined its Italian e-grocery marketplace, which connects customers with grocery retailers and uses independent shoppers to pick and deliver orders. Everli said its network spans more than 60 provinces, includes more than 95 retailers and offers products from more than 1,150 stores, including Italy’s 13 largest grocers.

Everli says it relies on its retail partners’ existing stores rather than investing in warehouses, delivery fleets or inventory. It reported that online grocery accounted for about 2.5% of Italy’s grocery sales in 2024, compared with 12.5% in the United States. Melar and Everli have a proposed Business Combination; upon closing, the combined company is expected to be named Everli Global Holdings Inc. and trade on Nasdaq under the ticker EVRL. Everli does not expect to enter markets outside Italy in the 12 months following the Business Combination.

Melar Acquisition Corp. I (MACI) reported that the SEC declared effective on October 2, 2026, the Form S-4 registration statement for its proposed business combination with Everli Global Inc. Melar has mailed the definitive proxy statement/prospectus to shareholders of record as of September 28, 2026, ahead of an October 22, 2026 extraordinary general meeting at 8:00 a.m. ET.

Holders of Melar Class A ordinary shares seeking redemption must submit requests to Continental Stock Transfer & Trust Company by October 20, 2026, at 5:00 p.m. ET. If shareholders approve the proposals, the parties expect to close shortly after the meeting, subject to satisfaction or waiver of the remaining closing conditions. At closing, Melar will domesticate from the Cayman Islands to Nevada, and a Melar subsidiary will merge into Everli, which will survive as a wholly owned subsidiary. The combined company is expected to be named Everli Global Holdings Inc., with Class A common stock and warrants expected to trade on Nasdaq as EVRL and EVRLW. Everli said it processed hundreds of thousands of orders in fiscal 2025, representing over $70 million in gross transaction value.

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.

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.

W. R. Berkley Corporation, through subsidiary Berkley Insurance Company, reports beneficial ownership of Class A ordinary shares of Melar Acquisition Corp. I. The filing states ownership of 795,916 Class A shares, representing 8.3% of the outstanding class.

The reporting persons have shared voting and shared dispositive power over all 795,916 shares, with no sole voting or dispositive power reported. The disclosure is filed as Amendment No. 1 to a Schedule 13G.