DEF 14A of Melar Acquisition Corp. I/Cayman
Filed May 15, 20260001213900-26-057747
What interests do our Sponsor and our directors and officers have in the approval of the Proposals?
What interests do our Sponsor and our directors and officers have in the approval of the Proposals? Our Sponsor, directors and officers have interests in the Proposals that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership of (i) 5,621,622 Class B Ordinary Shares (purchased for a nominal price) and 3,500,000 Private Placement Warrants (purchased for $1.00 per Private Placement Warrant), which would expire worthless if the Business Combination is not consummated, and (ii) a promissory note, as amended, in the principal amount of up to $3,611,111, including an original issue discount of ten percent (10%), initially issued to the Sponsor on May 30, 2025 and amended on August 18, 2025, September 12, 2025, September 29, 2025 and March 30, 2026 (the “2026 Promissory Note”). As of March 31, 2026, we had borrowed $3,178,079 under the 2026 Promissory Note and reported $3,870,642 (including interest), on our unaudited condensed consolidated balance sheets for the quarter ended March 31, 2026. See the section of this Proxy Statement entitled “The Meeting — Interests of the Sponsor, Directors and Officers.”
Interests of the Sponsor, Directors and Officers
Interests of the Sponsor, Directors and Officers When you consider the recommendation of the Board, you should be aware that aside from their interests as shareholders, the Sponsor, certain members of the Board and officers of our Company have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending you approve the Proposals. You should take these interests into account in deciding whether to approve the Proposals:
Interests of the Sponsor, Directors and Officers
| ● | the fact that the Sponsor holds (i) 5,621,622 Class B Ordinary Shares (purchased for a nominal price) and (ii) 3,500,000 Private Placement Warrants (purchased for $1.00 per Private Placement Warrant), all of which would expire worthless if the Business Combination is not consummated; | | ● | the fact that the Sponsor holds the 2026 Promissory Note in the principal amount of up to $3,611,111, including an original issue discount of ten percent (10%). As of March 31, 2026, we had borrowed $3,178,079 under the 2026 Promissory Note and reported $3,870,642 (including interest), on our unaudited condensed consolidated balance sheets for the quarter ended March 31, 2026, which is unlikely to be repaid if the Everli Business Combination is not consummated; |
Interests of the Sponsor, Directors and Officers
| ● | the fact that the Sponsor and our directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve the Everli Business Combination; | | ● | the fact that we are obligated to pay Melar Capital Group LLC, an affiliate of our Sponsor, up to $10,000 per month for office space, administrative and support service, and upon completion of our initial Business Combination or our liquidation, we will cease being obligated to pay these monthly fees; | | ● | the fact that, unless we consummate the initial Business Combination, the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by it on our behalf (all of such expenses that were incurred as of May 14, 2026 have been reimbursed) related to identifying and investigating an initial Business Combination to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account; | | ● | the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial Business Combination within the Combination Period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have discussed entering into a transaction agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and | | ● | the fact that none of our officers or directors has received any cash compensation for services rendered to us, and all of the current members of our Board are expected to continue to serve as directors at least through the date of the meeting to vote on the Everli Business Combination and may even continue to serve following the Everli Business Combination and receive compensation thereafter. |
Interests of the Sponsor, Directors and Officers
Additionally, if the Extension Amendment Proposal is approved, and we consummate the Business Combination, the officers and directors may have additional interests. Such interests will be described in the proxy statement/prospectus for such transaction. After careful consideration, the Board determined unanimously that each of the Proposals is fair to and in the best interests of our Company. The Board has approved and declared advisable and unanimously recommends that you vote or give instructions to vote “FOR” each of the Proposals. No recommendation is being made as to whether you should elect to redeem your Public Shares.