UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly report ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42134

Melar Acquisition Corp. I

(Exact name of registrant as specified in its charter)


Cayman Islands		87-1634103
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)


119 West 23rd Street, Suite 206 New York, New York		10011
(Address of principal executive offices)		(Zip Code)

(702) 781-1120

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	MACIU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	MACI	The Nasdaq Stock Market LLC
Warrants, 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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 13, 2024, there were 16,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,621,622 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheet as of June 30, 2024 (Unaudited)		1
Condensed Statements of Operations for the Three Months Ended June 30, 2024 and for the Period from March 11, 2024 (Inception) through June 30, 2024 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended June 30, 2024 and for the Period from March 11, 2024 (Inception) through June 30, 2024 (Unaudited)		3
Condensed Statement of Cash Flows for the Period from March 11, 2024 (Inception) through June 30, 2024 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures About Market Risk		21
Item 4. Controls and Procedures		21
Part II. Other Information
Item 1. Legal Proceedings		22
Item 1A. Risk Factors		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3. Defaults Upon Senior Securities		22
Item 4. Mine Safety Disclosures		22
Item 5. Other Information		22
Item 6. Exhibits		23
Signatures		24


ASSETS
Current assets
Cash	$	1,037,126
Prepaid expenses		23,732
Prepaid insurance		147,468
Total Current Assets		1,208,326

Long-term prepaid insurance		142,620
Cash and marketable securities held in Trust Account		160,167,532
TOTAL ASSETS	$	161,518,478

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	16,084
Due to Sponsor		2,447
Over-allotment option liability		141,754
Total current liabilities		160,285

Deferred underwriting fee		6,600,000
Total Liabilities		6,760,285

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 16,000,000 shares at redemption value of $10.01 per share		160,167,532

Shareholders’ deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 16,000,000 shares subject to possible redemption)		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,060,811 shares issued and outstanding ⁽¹⁾		606
Additional paid-in capital		—
Accumulated deficit		(5,409,945)
Total Shareholders’ Deficit		(5,409,339)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	161,518,478


			For the
			Period from
			March 11, 2024
	Three Months		(Inception)
	Ended		Through
	June 30,		June 30,
	2024		2024
General and administrative costs	$	88,594	$	107,729
Loss from operations		(88,594)		(107,729)

Other income:
Change in fair value of over-allotment option liability		27,365		27,365
Interest earned on cash and marketable securities held in Trust Account		167,532		167,532
Total other income		194,897		194,897

Net income	$	106,303	$	87,168

Weighted average shares outstanding, Class A ordinary shares subject to possible redemption		1,777,778		1,441,441

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.01	$	0.01

Weighted average shares outstanding, Class B non-redeemable ordinary shares		5,309,309		5,301,923

Basic net income per share, Class B non-redeemable ordinary shares	$	0.01	$	0.01

Weighted average shares outstanding, Class B non-redeemable ordinary shares		5,621,622		5,505,550

Diluted net income per share, Class B non-redeemable ordinary shares	$	0.01	$	0.01


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares (1)	Amount		Capital		Deficit		Equity (Deficit)
Balance — March 11, 2024 (inception)	—	$	—	—	$	—	$	—	$	—	$	—

Issuance of Class B ordinary shares to Sponsor	—		—	6,060,811		606		24,394		—		25,000

Net loss	—		—	—		—		—		(19,135)		(19,135)

Balance – March 31, 2024	—		—	6,060,811	$	606	$	24,394	$	(19,135)	$	5,865

Accretion for Class A ordinary shares to redemption amount	—		—	—		—		(6,943,752)		(5,497,113)		(12,440,865)

Sale of 5,000,000 Private Placement Warrants	—		—	—		—		5,000,000		—		5,000,000

Fair value of Public Warrants at issuance	—		—	—		—		2,080,000		—		2,080,000

Allocated value of transaction costs to Public and Private Warrants	—		—	—		—		(160,642)		—		(160,642)

Net income	—		—	—		—		—		106,303		106,303

Balance – June 30, 2024	—	$	—	6,060,811	$	606	$	—	$	(5,409,945)	$	(5,409,339)


Cash Flows from Operating Activities:
Net income	$	87,168
Adjustments to reconcile net income to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares		6,236
Interest earned on cash and marketable securities held in Trust Account		(167,532)
Payment of general and administrative costs through promissory note – related party		10,420
Change in fair value of over-allotment option liability		(27,365)
Changes in operating assets and liabilities:
Prepaid expenses		(313,820)
Due from Sponsor		2,447
Accounts payable		16,084
Net cash used in operating activities		(386,362)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(160,000,000)
Net cash used in investing activities		(160,000,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		157,000,000
Proceeds from sale of Private Placements Warrants		5,000,000
Repayment of promissory note - related party		(249,389)
Payment of offering costs		(327,123)
Net cash provided by financing activities		161,423,488

Net Change in Cash		1,037,126
Cash – Beginning of period		—
Cash – End of period	$	1,037,126

Non-Cash investing and financing activities:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	18,764
Deferred offering costs paid through promissory note – related party	$	238,969
Overallotment liability at Initial Public Offering date	$	169,119
Accretion of Class A ordinary shares to redemption value	$	12,440,865
Deferred underwriting fee payable	$	6,600,000
Offering costs charged to additional paid in capital	$	584,856


					For the Period from
					March 11, 2024 (inception)
	For the Three Months Ended				Through
	June 30, 2024				June 30, 2024
	Class A		Class B		Class A		Class B
Basic net income per ordinary share:
Numerator:
Allocation of net income, basic	$	26,666	$	79,637	$	18,633	$	68,535
Denominator:
Basic weighted average ordinary shares outstanding		1,777,778		5,309,309		1,441,441		5,301,923
Basic net income per ordinary share	$	0.01	$	0.01	$	0.01	$	0.01


	Shares	Amount
Gross proceeds	16,000,000	$	160,000,000
Less:
Proceeds allocated to Public Warrants	—		(2,080,000)
Proceeds allocated to the over-allotment option	—		(169,119)
Class A ordinary shares issuance costs	—		(10,024,214)
Plus:
Accretion of carrying value to redemption value	—		12,440,865
Class A ordinary shares subject to possible redemption, June 30, 2024	16,000,000	$	160,167,532


	Level	June 30, 2024
Assets:
U.S. Treasury Securities (Mature on 12/19/2024)	1	$	160,167,532
Liabilities:
Over-allotment option liability	3	$	141,754


	June 30,
Input	2024
Risk-free interest rate		5.47	%
Expected term (years)		0.12
Expected volatility		5.42	%
Exercise price	$	10.00
Fair value of over-allotment Unit	$	10.00


	Over-allotment
	option liability
Fair value at March 11, 2024 (inception)	$	—
Initial measurement of over-allotment option liability at June 30, 2024		141,754
Fair value of over-allotment option liability at June 30, 2024	$	141,754


	June 20,
Input	2024
Asset price	$	9.89
Term (years)

SEC Form 10-Q filed by Melar Acquisition Corp. I