{"url_path":"/sec/maci/10-q/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2016221/0001213900-26-056836-index.html","accession_number":"0001213900-26-056836","cik":"0002016221","ticker":"MACI","issuer_name":"Melar Acquisition Corp. I/Cayman","edgar_url":"https://www.sec.gov/Archives/edgar/data/2016221/0001213900-26-056836-index.html","primary_entity_key":"0002016221","primary_entity_name":"Melar Acquisition Corp. I/Cayman"},"word_count":2449,"has_tables":true,"body_markdown":"**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n \n\n**FORM 10-Q**\n\n** **\n\n**(Mark One)**\n\n**☒** **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**For the quarterly period ended March 31, 2026**\n\n \n\n**or**\n\n \n\n**☐** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**For the transition period from                    to                  **\n\n \n\n**Commission File Number: 001-42134**\n\n \n\n**Melar Acquisition Corp. I**\n\n(Exact name of registrant as specified\nin its charter)\n\n \n\n**Cayman Islands**   **87-1634103**\n\n(State or other jurisdiction of   (I.R.S. Employer\n\nincorporation or organization)   Identification No.)\n\n \n\n**143 West 72nd Street, 4th Floor\nNew York, New York**   **10023**\n\n(Address of principal executive offices)   (Zip Code)\n\n \n\n**(702) 781-1120**\n\n(Registrant’s telephone number, including area\ncode)\n\n \n\n**Not Applicable**\n\n(Former name, former address and former\nfiscal year, if changed since last report)\n\n \n\nSecurities registered pursuant to\nSection 12(b) of the Act:\n\n \n\n**Title of each class**   **Trading Symbol(s)**   **Name of each exchange on which\nregistered**\n\nUnits, each consisting of one Class A ordinary share and one-half of one redeemable warrant   MACIU   The Nasdaq Stock Market LLC\n\nClass A ordinary shares, par value $0.0001 per share   MACI   The Nasdaq Stock Market LLC\n\nWarrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   MACIW   The Nasdaq Stock Market LLC\n\n \n\nIndicate by check mark whether the\nregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934\nduring the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has\nbeen subject to such filing requirements for the past 90 days. Yes ☒ No ☐\n\n \n\nIndicate by check mark whether the\nregistrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T\n(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit\nsuch files). Yes ☒ No ☐\n\n \n\nIndicate by check mark whether the\nregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth\ncompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”\nand “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge accelerated filer ☐   Accelerated filer ☐\n\nNon-accelerated filer ☒   Smaller reporting company ☒\n\n      Emerging growth company ☒\n\n \n\nIf an emerging growth company, indicate\nby check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial\naccounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\nIndicate by check mark whether the\nregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒  No ☐\n\n \n\nAs of May 14,\n2026, there were 16,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,621,622 Class B ordinary shares, par\nvalue $0.0001 per share, of the registrant issued and outstanding.\n\n \n\n \n\n \n\n \n\n \n\n** **\n\n**MELAR ACQUISITION CORP. I**\n\n** **\n\n**FORM 10-Q FOR THE QUARTERLY PERIOD\nENDED MARCH 31, 2026**\n\n**TABLE OF CONTENTS**\n\n \n\n \n \n**Page**\n\n[Part I. Financial Information](#a_001)\n \n1\n\n[Item 1. Financial Statements](#a_002)\n \n1\n\n[Condensed Consolidated\nBalance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025](#a_003)\n \n1\n\n[Unaudited\nCondensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025](#a_004)\n \n2\n\n[Unaudited\nCondensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025](#a_005)\n \n3\n\n[Unaudited\nCondensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025](#a_006)\n \n4\n\n[Notes to Unaudited Condensed\nConsolidated Financial Statements](#a_007)\n \n5\n\n[Item 2. Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations](#a_008)\n \n20\n\n[Item 3. Quantitative and\nQualitative Disclosures About Market Risk](#a_009)\n \n27\n\n[Item 4. Controls and Procedures](#a_010)\n \n27\n\n[Part II. Other Information](#a_011)\n \n28\n\n[Item 1. Legal Proceedings](#a_012)\n \n28\n\n[Item 1A. Risk Factors](#a_013)\n \n28\n\n[Item 2. Unregistered Sales\nof Equity Securities and Use of Proceeds](#a_014)\n \n28\n\n[Item 3. Defaults Upon Senior\nSecurities](#a_015)\n \n28\n\n[Item 4. Mine Safety Disclosures](#a_016)\n \n28\n\n[Item 5. Other Information](#a_017)\n \n28\n\n[Item 6. Exhibits](#a_018)\n \n29\n\n[SIGNATURES](#a_019)\n \n30\n\n \n\ni\n\n \n\n \n\nUnless otherwise stated in\nthis Report, or the context otherwise requires, references to:\n\n \n\n●“2025\nAnnual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC (as defined\nbelow) on March 9, 2026;\n\n \n\n●“Administrative\nServices Agreement” are to the Administrative Services Agreement, dated June 17, 2024, which we entered into with MCG (as defined\nbelow);\n\n \n\n●“Amended\nand Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect;\n\n \n\n●“ASC”\nare to the FASB (as defined below) Accounting Standards Codification;\n\n \n\n●“ASU”\nare to the FASB Accounting Standards Update;\n\n \n\n●“Board\nof Directors” or “Board” are to our board of directors;\n\n \n\n●“Business\nCombination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business\ncombination with one or more businesses or entities;\n\n \n\n●“CCM”\nare to Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, a representative of the Underwriters\n(as defined below);\n\n \n\n●“Certifying\nOfficers” are to our Chief Executive Officer and Chief Financial Officer, together;\n\n \n\n●“Class\nA Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;\n\n \n\n●“Class\nB Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;\n\n \n\n●“Closing”\nare to the consummation of the Everli Business Combination;\n\n \n\n●“Combination\nPeriod” are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to June 20, 2026 (or\nsuch earlier date as determined by the Board), that we have to consummate an initial Business Combination, or (ii) such other period\nin which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent\nwith applicable laws, regulations and stock exchange rules;\n\n \n\n●“Company,”\n“our,” “we,” or “us” are to Melar Acquisition Corp. I, a Cayman Islands exempted company;\n\n \n\nii\n\n \n\n \n\n●“Continental”\nare to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Warrants (as defined below);\n\n  \n\n●“Deferred\nFee” are to the additional fee of $6,600,000 in the aggregate to which the Underwriters are entitled that is payable only upon\nour completion of the initial Business Combination;\n\n \n\n●“Escrowed\nSeller” are to Salvatore Palella;\n\n \n\n●“Everli”\nare to Everli Global Inc., a Nevada corporation, together with its successors;\n\n \n\n●“Everli\nBusiness Combination” are to the transactions contemplated by the Everli Merger Agreement and the related ancillary documents,\ncollectively;\n\n \n\n●“Everli\nMerger Agreement” are to the Agreement and Plan of Merger, dated July 30, 2025 and as amended on October 2, 2025 and December 8,\n2025, we entered into with (i) Everli, (ii) Merger Sub (as defined below), (iii) the Sponsor (as defined below) and (iv) the Escrowed\nSeller, as amended by the First Everli Merger Agreement Amendment (as defined below) and the Second Everli Merger\nAgreement Amendment (as defined below);\n\n \n\n●“Everli\nNotes” are to the First Everli Note (as defined below) and the Second Everli Note (as defined below), together;\n\n \n\n●“Everli\nRegistration Statement” are to the Registration Statement on Form S-4, which includes a proxy statement/prospectus, in connection\nwith the Everli Business Combination, which was originally submitted confidentially with the SEC on January 23, 2026;\n\n \n\n●“Exchange\nAct” are to the Securities Exchange Act of 1934, as amended;\n\n \n\n●“FASB”\nare to the Financial Accounting Standards Board;\n\n \n\n●“First\nEverli Merger Agreement Amendment” are to the First Amendment to Agreement and Plan of Merger, dated October 2, 2025, we entered\ninto with (i) Everli, (ii) Merger Sub, (iii) the Sponsor and (iv) the Escrowed Seller;\n\n \n\n●“First\nEverli Note” are to the secured promissory note and pledge agreement in the principal amount of up to $3,611,111 issued to us by\nEverli and the Pledging Stockholder (as defined below) on May 30, 2025, as amended and restated on August 18, 2025, and further amended\non September 12, 2025, September 29, 2025 and March 30, 2026;\n\n \n\niii\n\n \n\n \n\n●“Founder\nShares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii)\nClass A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business\nCombination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as\ndescribed in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”\n(as defined below);\n\n \n\n●“GAAP”\nare to the accounting principles generally accepted in the United States of America;\n\n \n\n●“Initial\nPublic Offering” or “IPO” are to the initial public offering that we consummated on June 20, 2024;\n\n \n\n●“Investment\nCompany Act” are to the Investment Company Act of 1940, as amended;\n\n  \n\n●“IPO\nPromissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor\non March 11, 2024;\n\n \n\n●“IPO\nRegistration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on May 31, 2024, as amended,\nand declared effective on June 17, 2024 (File No. 333-279899);\n\n \n\n●“JOBS\nAct” are to the Jumpstart Our Business Startups Act of 2012;\n\n \n\n●“Letter\nAgreement” are to the Letter Agreement, dated June 17, 2024, which we entered into with our Sponsor and our directors and officers;\n\n \n\n●“Management”\nor our “Management Team” are to our executive officers;\n\n \n\n●“Merger\nSub” are to MAC I Merger Sub Inc., a Nevada corporation and our wholly-owned subsidiary;\n\n \n\n●“MCG”\nare to Melar Capital Group LLC, an affiliate of the Sponsor;\n\n \n\n●“Nasdaq”\nare to The Nasdaq Stock Market LLC;\n\n \n\n●“Nasdaq\n36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must\ncomplete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement;\n\n \n\n●“Nasdaq\nRules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report;\n\n \n\n●“Option\nUnits” are to the 1,000,000 units that were purchased by the Underwriters pursuant to the partial exercise of the Over-Allotment\nOption (as defined below);\n\n \n\niv\n\n \n\n \n\n●“Ordinary\nShares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together;\n\n \n\n●“Over-Allotment\nOption” are to the 45-day option that the Underwriters had to purchase up to an additional 2,250,000 Option Units to cover over-allotments,\nif any, pursuant to the Underwriting Agreement (as defined below), which was partially exercised;\n\n \n\n●“Pledging\nStockholder” are to a certain stockholder of Everli that is a party to the First Everli Note;\n\n  \n\n●“Private\nPlacement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the\nclosing of our Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreements (as defined below);\n\n \n\n●“Private\nPlacement Warrants” are to the warrants issued to our Sponsor, CCM and Seaport (as defined below) in the Private Placement;\n\n \n\n●“Private\nPlacement Warrants Purchase Agreements” are to the (i) Private Placement Warrants Purchase Agreement, dated June 17, 2024, which\nwe entered into with our Sponsor and (ii) Private Placement Warrants Purchase Agreement, dated June 17, 2024, which we entered into with\nCCM and Seaport, together;\n\n \n\n●“Public\nShareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or\nthe members of our Management Team purchase Public Shares, provided that our Sponsor’s and each member of our Management Team’s\nstatus as a “Public Shareholder” will only exist with respect to such Public Shares;\n\n \n\n●“Public\nShares” are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether\nthey were purchased in our Initial Public Offering or thereafter in the open market);\n\n \n\n●“Public\nWarrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed\nfor in our Initial Public Offering or purchased in the open market);\n\n \n\n●“Registration\nRights Agreement” are to the Registration Rights Agreement, dated June 17, 2024, which we entered into with the Sponsor and the\nother holders party thereto;\n\n \n\n●“Report” are to this Quarterly Report on Form 10-Q for\nthe quarter ended March 31, 2026;\n\n \n\n●“Seaport”\nare to Seaport Global Securities LLC, a representative of the Underwriters (as defined below);\n\n \n\n●“SEC”\nare to the U.S. Securities and Exchange Commission;\n\n \n\nv\n\n \n\n \n\n●“Second\nEverli Merger Agreement Amendment” are to the Second Amendment to Agreement and Plan of Merger, dated December 8, 2025, we entered\ninto with (i) Everli, (ii) Merger Sub, (iii) the Sponsor and (iv) the Escrowed Seller;\n\n \n\n●“Second\nEverli Note” are to the secured promissory note and pledge agreement in the principal amount of up to $7,500,000 issued to MCG\nby Everli on October 21, 2025;\n\n \n\n●“Securities\nAct” are to the Securities Act of 1933, as amended;\n\n \n\n●“SPAC”\nare to a special purpose acquisition company;\n\n \n\n●“Sponsor”\nare to Melar Acquisition Sponsor I LLC, a Delaware limited liability company;\n\n \n\n●“Sponsor\nLoan” are to that the unsecured loan made to us by the Sponsor in connection with the Sponsor Note (as defined below);\n\n \n\n●“Sponsor\nNote” are to the unsecured promissory note in the principal amount of up to $3,611,111 issued by us to the Sponsor on May 30, 2025,\nas amended and restated on August 18, 2025, and further amended on September 12, 2025, September 29, 2025 and March 30, 2026;\n\n \n\n●“Trust\nAccount” are to the U.S.-based trust account in which an amount of $160,000,000 from the net proceeds of the sale of the Units\nin the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial\nPublic Offering;\n\n \n\n●“Trust\nAgreement” are to the Investment Management Trust Agreement, dated June 17, 2024, which we entered into with Continental, as trustee\nof the Trust Account;\n\n \n\n●“Underwriters”\nare to the several underwriters of the Initial Public Offering;\n\n \n\n●“Underwriting\nAgreement” are to the Underwriting Agreement, June 17, 2024, which we entered into with CCM and Seaport, as representatives of\nthe Underwriters;\n\n \n\n●“Units”\nare to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant;\n\n \n\n●“Warrant\nAgreement” are to the Warrant Agreement, dated June 17, 2024, which we entered into with Continental, as Warrant agent;\n\n \n\n●“Warrants”\nare to the Private Placement Warrants and the Public Warrants, together; and\n\n \n\n●“Working\nCapital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business\nCombination, the Sponsor, or an affiliate of the Sponsor, or certain of our directors and officers may, but are not obligated to, loan\nus.\n\n \n\nvi\n\n \n\n** **\n\n**PART I - FINANCIAL INFORMATION**"}