Melar Acquisition Corp I

Company Overview

Business Model: Melar Acquisition Corp. I is a blank check company incorporated in the Cayman Islands, formed for the purpose of effecting a Business Combination with one or more businesses or entities. The company has not generated operating revenues to date and does not expect to do so until the consummation of its initial Business Combination. Its efforts have been limited to organizational activities, its Initial Public Offering, and the search for and consummation of a Business Combination, including the proposed Everli Business Combination. The company intends to effectuate its initial Business Combination using cash from its Initial Public Offering and Private Placement proceeds, proceeds from the sale of its Ordinary Shares, shares issued to target owners, debt, other securities issuances, or a combination thereof.

Market Position: The company's Management Team comprises seasoned investors and industry executives with a track record in identifying, investing, building, operating, and advising leading businesses. Melar Acquisition Corp. I may focus on Business Combination opportunities within the Emerging Finance sector, including specialty finance, alternative lending, payments, and fintech companies. The company aims to leverage its Management Team's expertise and network to identify high-growth businesses that can benefit from public market access, offering an alternative to traditional initial public offerings. Target entities are expected to provide meaningful financial scale and opportunities for cost and operational improvements, supporting an expanded market presence.

Recent Strategic Developments:

• Initial Public Offering (IPO): Melar Acquisition Corp. I consummated its Initial Public Offering on June 20, 2024, selling 16,000,000 Units at $10.00 per Unit, generating gross proceeds of $160,000,000. Each Unit consists of one Public Share and one-half of one Public Warrant.
• Private Placement: Simultaneously with the IPO, the company completed a private sale of 5,000,000 Private Placement Warrants to Melar Acquisition Sponsor I LLC, Cohen & Company Capital Markets, and Seaport Global Securities LLC at $1.00 per warrant, generating gross proceeds of $5,000,000.
• Trust Account: A total of $160,000,000 from the IPO and Private Placement proceeds was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company.
• Everli Business Combination:
  • On July 30, 2025, Melar Acquisition Corp. I entered into the Everli Merger Agreement with Merger Sub, Everli Global Inc., Melar Acquisition Sponsor I LLC, and Escrowed Seller.
  • The agreement was amended on October 2, 2025, and December 8, 2025, extending deadlines for Bridge Financing and GAAP Audited Everli Financials, respectively. Melar Acquisition Corp. I waived certain conditions, including the requirement for GAAP audited financial statements for fiscal year 2023, a minimum of $15,000,000 net revenue for Everli Global Inc. for fiscal year 2024, and the designation of three independent directors (reduced to two).
  • The proposed transaction involves Melar Acquisition Corp. I domesticating from the Cayman Islands to Nevada, followed by Merger Sub merging into Everli Global Inc., making Everli Global Inc. a wholly-owned subsidiary.
  • The total consideration for Everli Global Inc. security holders is $180,000,000 in Melar Acquisition Corp. I Common Stock (valued at $10.00 per share), plus gross proceeds from any converted Bridge Financing and any Everli Equity Investment.
  • Post-Closing, Melar Acquisition Corp. I will have Class A Common Stock (one vote per share) and Class B Common Stock (30 votes per share, with super-voting rights sunsetting after 12 years).
  • 1,500,000 shares of Common Stock from the Escrowed Seller will be held in an escrow account for 24 months post-Closing, subject to forfeiture.
  • Melar Acquisition Corp. I is seeking up to $30,000,000 in PIPE Investment, and Everli Global Inc. has procured at least $10,000,000 in Bridge Financing (satisfied by Everli Notes).
  • The post-Closing board of directors will consist of five members, with four designated by Everli Global Inc. (at least two independent) and one by Melar Acquisition Corp. I (independent).
  • The company must complete its initial Business Combination by June 20, 2026.

Geographic Footprint: Melar Acquisition Corp. I focuses its investment efforts broadly across the United States and global markets. Its Management Team has extensive operating and investment experience in the United States, Latin America, Sub-Saharan Africa, and Asia.

Financial Performance

Revenue Analysis

Investment in Growth:

• Strategic Investments:
  • Loans to Everli Global Inc.: Melar Acquisition Corp. I provided a First Everli Note (amended multiple times) to Everli Global Inc. for a principal amount up to $3,250,000, bearing 17.5% annual compounded interest, secured by Everli Global Inc.'s assets. As of December 31, 2025, $3,250,000 had been borrowed, with an outstanding balance of $3,805,862 (including interest).
  • Bridge Financing for Everli Global Inc.: Melar Acquisition Corp. I was a signatory to the Second Everli Note, a $7,500,000 secured promissory note (including a $750,000 original issue discount) from MCG (an affiliate of Melar Acquisition Sponsor I LLC) to Everli Global Inc., bearing 17.5% interest. This note satisfied the $10,000,000 Bridge Financing requirement for the Everli Business Combination. As of December 31, 2025, Everli Global Inc. had borrowed $3,250,000 under this note.

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases: No repurchases of equity securities were made during the fiscal year ended December 31, 2025.
• Dividend Payments: Melar Acquisition Corp. I has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination. Future dividend payments are contingent on revenues, earnings, capital requirements, and financial condition post-Business Combination.
• Future Capital Return Commitments: No specific future capital return commitments are in place.

Balance Sheet Position:

• Cash and Equivalents: $171,438,052 as of December 31, 2025, compared to $165,285,270 as of December 31, 2024. This includes $32,075 in the operating account and $171,405,977 in marketable securities and cash held in the Trust Account as of December 31, 2025.
• Total Debt: $3,718,011 (Sponsor Loan) as of December 31, 2025.
• Net Cash Position: $160,543,080 as of December 31, 2025.
• Credit Rating: Not disclosed.
• Debt Maturity Profile: The Sponsor Loan and the First Everli Note (from Melar Acquisition Corp. I to Everli Global Inc.) are due upon the earliest of certain termination events or the consummation of the Business Combination. The Second Everli Note (from MCG to Everli Global Inc.) matures on October 21, 2026.

Cash Flow Generation:

• Operating Cash Flow: $(774,258) for the year ended December 31, 2025, compared to $(545,234) for the period from March 11, 2024 (inception) through December 31, 2024.

Operational Excellence

Production & Service Model: As a blank check company, Melar Acquisition Corp. I is not engaged in operations or production. Its operational philosophy centers on identifying, evaluating, and consummating a Business Combination. The Management Team's role involves leveraging their extensive experience in finance and technology sectors to source and advise target businesses. The company does not have full-time employees prior to the completion of its initial Business Combination, relying on its three officers.

Supply Chain Architecture: Not applicable.

Key Suppliers & Partners:

• Trustee: Continental Stock Transfer & Trust Company (for the Trust Account).
• Underwriters: Cohen & Company Capital Markets and Seaport Global Securities LLC (for the Initial Public Offering).
• Administrative Services: MCG, an affiliate of Melar Acquisition Sponsor I LLC, provides office space, utilities, and administrative support for a monthly fee of $10,000.
• Independent Registered Public Accounting Firm: WithumSmith+Brown, PC.
• Target Business: Everli Global Inc. (proposed Business Combination partner).

Facility Network:

• Executive Offices: Located at 143 West 72nd Street, 4th Floor, New York, NY 10023.
• Manufacturing/Research & Development/Distribution: Not applicable.

Competitive Intelligence

Market Structure & Dynamics

Industry Characteristics: Melar Acquisition Corp. I operates within the competitive landscape of special purpose acquisition companies (SPACs), private equity groups, leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. This market is characterized by numerous well-established entities with extensive experience and often greater financial, technical, and human resources.

Competitive Positioning Matrix: Not applicable.

Direct Competitors

Primary Competitors: Other SPACs, private equity groups, leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. Competitive Response Strategy: Melar Acquisition Corp. I positions itself as an attractive Business Combination partner by offering target businesses an alternative to a traditional initial public offering, which is often more expeditious and cost-effective. The company leverages its Management Team's extensive experience in Emerging Finance sectors and their network to identify and evaluate high-growth acquisition opportunities. The Management Team's expertise is intended to drive efficiencies and develop a thoughtful investor relations strategy for the post-Business Combination entity.

Risk Assessment Framework

Strategic & Market Risks

Market Dynamics: The company's ability to complete an initial Business Combination is subject to various external factors beyond its control, including changes in laws or regulations, financial market downturns, economic conditions, inflation, interest rate fluctuations, tariffs, supply chain disruptions, declines in consumer confidence, public health considerations, and geopolitical instability (e.g., military conflicts in Ukraine and the Middle East). Customer Concentration: Not applicable.

Operational & Execution Risks

Supply Chain Vulnerabilities: Not applicable. Capacity Constraints: Not applicable. Inability to Complete Business Combination: Melar Acquisition Corp. I must complete its initial Business Combination by June 20, 2026. Failure to do so will result in the company's termination and distribution of Trust Account funds. Going Concern: The company's working capital deficit and expected significant future costs, coupled with the mandatory liquidation deadline if a Business Combination is not completed, raise substantial doubt about its ability to continue as a going concern. Management Team Experience: No member of the Management Team has prior management experience with SPACs. Conflicts of Interest: Members of the Management Team and independent directors hold Founder Shares and/or Private Placement Warrants, which may create conflicts of interest in evaluating target businesses. Lack of Business Diversification: Post-Business Combination, the company's success may depend entirely on the performance of a single business, such as Everli Global Inc., leading to a lack of diversification.

Financial & Regulatory Risks

Market & Financial Risks:

• Redemption Risk: Public Shareholder redemptions can reduce available resources for the initial Business Combination.
• Warrant Dilution: Outstanding Warrants and their potential future dilution may be viewed unfavorably by target businesses.
• Trust Account Claims: Funds in the Trust Account could be subject to creditor claims, potentially reducing amounts available for Public Shareholders. While Melar Acquisition Sponsor I LLC has agreed to indemnify the Trust Account under certain conditions, its ability to satisfy these obligations is not independently verified. Regulatory & Compliance Risks:
• Investment Company Act: Risk of being deemed an investment company if Trust Account funds are held for an extended period.
• Nasdaq Listing: Failure to meet Nasdaq's 36-Month Requirement for Business Combination completion could lead to delisting.
• Sarbanes-Oxley Act: A target business may not be compliant with Sarbanes-Oxley Act provisions, potentially increasing time and costs for the Business Combination.
• JOBS Act/Smaller Reporting Company: As an emerging growth company and smaller reporting company, Melar Acquisition Corp. I utilizes certain exemptions, which may affect investor perception.
• Controlled Company Status: Due to Class B Ordinary Shares voting rights, Melar Acquisition Corp. I is considered a "controlled company" by Nasdaq, though it does not currently intend to rely on the associated exemptions.

Geopolitical & External Risks

Geopolitical Exposure: The company's ability to consummate a Business Combination could be impacted by geopolitical instability, including military conflicts in Ukraine and the Middle East.

Leadership & Governance

Executive Leadership Team

Leadership Continuity: Melar Acquisition Corp. I does not guarantee the retention of its Management Team post-Business Combination, though officers and directors may negotiate employment or consulting arrangements. Board Composition: The Board of Directors consists of five members, divided into three staggered classes. The Audit Committee and Compensation Committee are composed of independent directors: Dan Rosen, Ken Ruggiero, and Tara Kenney. Dan Rosen is designated as an "audit committee financial expert." Prior to the initial Business Combination, only Class B Ordinary Shareholders have the right to appoint and remove directors.

Human Capital Strategy

Workforce Composition: Melar Acquisition Corp. I currently has three officers: Gautam Ivatury, Edward Lifshitz, and Eric Lifshitz. The company does not intend to have any full-time employees prior to the completion of its initial Business Combination.

Regulatory Environment & Compliance

Regulatory Framework:

• Industry-Specific Regulations: As a Cayman Islands exempted company, Melar Acquisition Corp. I is exempt from certain provisions of the Companies Act. It must complete its initial Business Combination by June 20, 2026, or face liquidation.
• Nasdaq Rules: The company is subject to Nasdaq Rules, including the 36-Month Requirement for Business Combination completion, and shareholder approval requirements for certain transactions.
• SEC Reporting: Melar Acquisition Corp. I is registered under the Exchange Act and has ongoing reporting obligations, including annual, quarterly, and current reports.
• Sarbanes-Oxley Act: The company is required to evaluate its internal control procedures for the fiscal year ended December 31, 2025.
• JOBS Act/Smaller Reporting Company: Melar Acquisition Corp. I operates as an "emerging growth company" and "smaller reporting company," allowing it to take advantage of certain reduced disclosure and accounting standard transition period exemptions.

Legal Proceedings: To the knowledge of Management, there is no material litigation currently pending or contemplated against Melar Acquisition Corp. I, its subsidiaries, officers, or directors in their capacity as such, or against any of its property.

Tax Strategy & Considerations

Tax Profile: Melar Acquisition Corp. I is an exempted Cayman Islands company, not subject to income taxes or filing requirements in the Cayman Islands or the United States. It has a 30-year tax exemption undertaking from the Cayman Islands government, ensuring no taxes on profits, income, gains, or appreciations, nor estate duty or inheritance tax on its shares or distributions.

Insurance & Risk Transfer

Risk Management Framework: Melar Acquisition Corp. I's risk management includes an agreement with Melar Acquisition Sponsor I LLC, which has agreed to indemnify the company if third-party claims reduce the Trust Account below certain thresholds. However, the company has not verified the Sponsor's ability to satisfy these obligations, and the Sponsor's only assets are believed to be company securities.