MACI 10-K & 10-Q changes, risk factors and insider trading

For additional risks relating to our operations, other than as set forth above, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, Statement.(ii) 2024 Annual Report, and (iii) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the SEC on May 15, 2025. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks couldnot arisepresently known to us or that we currently deem immaterial may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, businesspossible strategyBusiness Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements.statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. SuchWe have based these forward-looking statements are based on the beliefs of our Management,Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to,to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto containedincluded elsewhere in this Report.

We are a blank check company incorporated in the Cayman Islands on March 11, 2024 formed for the purpose of effecting a Business Combination. WeOur intendSponsor tois effectuateMelar ourAcquisition BusinessSponsor CombinationI using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.LLC.

We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. WeThere cannotcan assurebe youno assurance that our plans to complete a Business CombinationCombination, including the Everli Business Combination, will be successful.

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter.Articles. SuchAny ansuch amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete ourtheir initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, exploreconsider transactions under which it would sellselling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

We have neither engaged in any operations nor generated any revenues to date. Our only activities fromsince March 11, 2024 (inception) through December 31, 20242025 werehave been (i) organizational activities,activities thoseand necessary(ii) activities relating to prepare for(x) the Initial Public Offering, as(y) described below,identifying and identifyingevaluating aprospective targetacquisition companycandidates forand aactivities in connection with the initial Business Combination and (z) consummating the Everli Business Combination. We dowill not expect to generate any operating revenues until after the completion of our initial Business Combination. We generatehave generated non-operating income in the form of dividend and interest income on marketable securities and cashinvestments held in the trust account (the “ Trust Account”), located inafter the UnitedInitial States,Public with Continental Stock Transfer & Trust Company acting as trustee.Offering. We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliancecompliance, among other things), as well as for due diligence expenses.

LiquidityLiquidity, Capital Resources and CapitalGoing ResourcesConcern

Following the Initial Public Offering, including the partial exercise of the over-allotmentOver-Allotment option,Option, and the sale of the Units and the sale of the Private Placement Warrants,Placement, a total of $160,000,000 was placed in the Trust Account. We incurred $10,184,856 in Initial Public Offering related costs, consisting of $3,000,000 of cash underwriting fee, $6,600,000the Deferred Fee of deferred underwriting fee$6,600,000 and $584,856 of other offering costs.

For the periodyear from March 11, 2024 (inception) throughended December 31, 2024,2025, cash used in operating activities was $545,234.$774,258. Net income of $ $4,209,339$5,539,430 was affectedadjusted byfor dividend dividends and interest earned on marketable securities and cash held in the Trust Account of $4,407,016,$6,998,961, formationinterest costsdue paidfrom byEverli theof $555,862 and interest due on Sponsor in exchange for issuanceLoan of Class B ordinary shares of $6,236, payment of operation costs through promissory note of $10,420, and unrealized gain on over-allotment liability of $169,119.$539,932. Changes in operating assets and liabilities usedprovided $195,094$701,203 of cash for operating activities.

As of ofDecember 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024, we had marketable securities and cash held in the Trust Account of $164,407,016$171,405,977 primarilyand consisting$164,407,016, respectively (including $6,998,961 and $252,184, respectively, of moneyinterest market funds.income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing dividends and interest earned on the Trust Account (lesswhich incomeinterest shall be net of taxes payable, if anyany, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on the Management Team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

As of ofDecember 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024, we had cash held outside of $878,254.the Trust Account of $32,075 and $878,254, respectively. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plantsplants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us fundsWorking Capital Loans, as may be required. If we complete a Business Combination, we wouldwill repay such loanedWorking amounts.Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loanedWorking amountsCapital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loansWorking Capital Loans may be convertibleconverted into warrants of the post-Business Combination entity at a price of $1.00 per warrant, at the option of the lender.warrant. The warrants would be identical to the Private Placement Warrants. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of December 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024, we did not have any borrowings under any Working Capital Loans.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than anas agreement to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support services.follows:

TheWe granted underwritersthe hadUnderwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Option Units to cover over-allotments, if any. On June 20, 2024,2025, simultaneously with the closing of the Initial Public Offering, the underwritersUnderwriters partially exercised thetheir over-allotmentOver-Allotment optionOption toand purchase an additionalpurchased 1,000,000 Units.Option TheUnits, underwriters hadwith 45 days from the date of the IPO Prospectus to purchase the remaining 1,250,000 Option Units. On August 4, 2024, the underwriters’ remaining over-allotmentOver-Allotment optionOption expired worthless.

The underwriters Underwriters were entitledpaid toa ancash underwriting discount of $0.20 per unit,Unit, or $3,000,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition,Additionally, the underwritersUnderwriters wereare entitled to athe deferredDeferred feeFee of $0.40 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additionalOption Units, and $0.60 per UnitOption on Units sold pursuant to the underwriters’ over-allotment optionUnit, or $6,600,000 in the aggregate. The deferredDeferred feeFee will becomeis payable to the underwritersUnderwriters, fromupon the amountscompletion heldof inthe initial Business Combination, subject to the Trust Account solely on amounts remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummationterms of the initialUnderwriting Business Combination.Agreement.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, see the section titled “Risk Factors” contained in our IPO Registration Statement andStatement, 2025 Annual Report.Report, and 2026 First Quarter Form 10-Q. As of the date of this Report, there have been no material changes with respect to those risk factors. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q for the quarter ended MarchJune 31,30, 2026 (this “Report”) including, without limitation, statements under this Item regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

We have until JuneDecember 20, 2026 (24as monthsextended fromand discussed the closing of the Initial Public Offeringbelow), or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from March 11, 2024 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, as described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of dividends and interest income on marketable securities and cash held in the Trust Account, located in the United States, with Continental Stock Transfer & Trust Company acting as trustee. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had had net income of $778,261,$720,170, which consists of dividends and interest earned on marketable securities and cash held in the Trust Account of of $1,513,878,$1,365,225, interest due from Everli of $156,234$157,970 and interest on cash held in the operating account of $1,$4, partially offset by general and administrative costs of $739,221$628,701, interest expense on the Working Capital Loan of $7,758, and interest expense on the Sponsor Loan of $152,631.$166,570.

For the three months ended MarchJune 31,30, 2025, we had had net income of $1,579,993,$1,556,238, which consists of dividends and interest earned on marketable securities and cash held in the Trust Account of $1,736,734$1,786,926, interest due from Everli of $2,540 and interest on cash held in the operating account of $207,$169, partially offset by general and administrative costs of $156,948.$233,288 and interest due to the Sponsor of $109.

For the threesix months ended MarchJune 31,30, 2026, cash used used in operating activities was $92,870.$325,007. Net income of $778,261$1,498,431 was adjusted for dividends and interest earned on marketable securities and cash held in the Trust Account of $1,513,878,$2,879,103, interest due from Everli of $156,234$314,204, interest expense on Working Capital loan of $7,758 and interest due on Sponsor Loan of $152,631.$319,201. Changes in operating assets and liabilities provided $646,350$1,042,910 of cash for operating activities.

For the threesix months ended MarchJune 31,30, 2025, cash used used in operating activities was $185,142.$322,449. Net income of $1,579,993$3,136,231 was affected by dividenddividends and interest earned on marketable securities and cash held in the Trust Account of $1,736,734.$3,523,660, interest due from Everli of $2,540 and interest due to the Sponsor of $109. Changes in operating assets and liabilities usedprovided $28,401$67,411 of cash for operating activities.

As of MarchJune 31,30, 2026 and December 31, 2025, we had marketable securities held in the Trust Account of $172,919,855$42,874,392 and $171,405,977, respectively. We may withdraw interest from the Trust Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026 and December 31, 2025, we had cash held outside of the Trust Account of $14,205$2,068 and $32,075, respectively. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Our liquidity needs through MarchJune 31,30, 2026 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) loans pursuant to the IPO Promissory NoteNote, Working Capital Loan and Sponsor Note, and (iii) the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.

As of MarchJune 31,30, 2026 and December 31, 2025, Everli had borrowed $3,250,000 (via cash borrowings and the payment of multiple invoices by us for Everli), under the First Everli Note, as amended, and had an outstanding balance (including interest) of $3,962,096$4,120,066 and $3,805,862, reflected on the unaudited condensed consolidated balance sheets included elsewhere in this Report.

We comply with the requirements of FASB ASC Topic 835, “Interest” (“ASC 835”) and report accrued interest and the amortization of the original issue discounts on the unaudited condensed consolidated statements of operations included elsewhere in this Report as “interest due from Everli” and report the loan amount and unpaid interest as “due from Everli” on the unaudited condensed consolidated balance sheets included elsewhere in this Report. For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, the Company recognized $156,234$157,970 and $0,$314,204, respectively, in amortized OID and accrued interest on the accompanyingunaudited unauditedcondensed consolidated statements of operations. For the three and six months ended June 30, 2025, the Company recognized $2,540 in accrued interest on the unaudited condensed consolidated statements of operations.

On August 18, 2025, the Sponsor Note was amended and restated to, among other things, amend the principal amount of the Sponsor Note up to $1,000,000, including an original issue discount of ten percent (10%). On September 12, 2025, the Sponsor Note was further amended to increase the principal amount to up to $1,250,000. On September 29, 2025, the Sponsor Note was further amended to increase the principal amount to up to $3,250,000. On March 30, 2026, the Sponsor Note was further amended to increase the principal amount to up to $3,611,111. As of MarchJune 31,30, 2026 and December 31, 2025, we had borrowed $3,178,079$3,250,000 and $3,178,079, respectively, under the Sponsor Loan and reported $3,870,642$4,109,133 and $3,718,011$3,718,011, respectively (including interest), on the unaudited condensed consolidated balance sheets included elsewhere in this Report.

We comply with the requirements of ASC 835 and report accrued interest and the amortization of the original issue discount on the unaudited condensed consolidated statements of operations included elsewhere in this Report as “interest expense on the Sponsor Note” and report the loan amount and unpaid interest as “Sponsor Note” on the unaudited condensed consolidated balance sheets included elsewhere in this Report. For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, we recognized $152,631$166,570 and $0,$319,201, respectively, in amortized original issue discountOID and accrued interest expense on the unaudited condensed consolidated statements of operationsoperations. includedFor elsewherethe three and six months ended June 30, 2025, we had incurred $109 in thisinterest, Report.reported as interest expense on the Sponsor Loan.

Intercreditor AgreementAgreements

On May 27, 2026, Melar Lender entered into the Agile Intercreditor Agreement with the Agile Parties and YA Lender, which was acknowledged by Everli, for itself and on behalf of its subsidiaries, Salvatore Palella, and Palella Holdings. The Agile Intercreditor Agreement governs the respective rights, priorities and obligations of the Agile Parties, the Melar Lender and the YA Lender with respect to all indebtedness, liabilities and obligations of of Everli, its subsidiaries, thePalella PledgingHoldings, Stockholder, Escrowed Seller,Palella, and certain other guarantors and pledgors under the applicable loan documents, owed to tothe Agile Parties, the Melar Lender and the YA Lender under certain promissory notes issued by Everli to each of the Agile Parties, the Melar Lender and the YA Lender, and the related guarantees and security interests.

We have until JuneDecember 20, 2026, to consummate an an initial Business Combination (assuming no further extensions). If we do not complete a Business Combination within the Combination Period, we will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Articles. In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Statements-Going Concern,” we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. The working capital deficit and the expectation of significant future costs raiseraises substantial doubt about our ability to continue as a going concern within one year after the date that the accompanying unaudited condensed consolidated financial statements are issued. Additionally, Management Management has determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a Business Combination by the end of the Combination Period, raises substantial doubt about our ability to continue as a going concern. No adjustments have been made made to the carrying amounts of assets or liabilities should we be required to liquidate after JuneDecember 20, 2026. Management plans to address this uncertainty through the closing of its proposed Business Combination. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. The accompanying unaudited condensed consolidated financial statements statements do not include any adjustments that might result from the outcome of this uncertainty.

Commencing on June 18, 2024, and until the completion of our Business Combination or liquidation, we reimburse MCG, an affiliate of the Sponsor, $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended June March30, 31,2026, 2026the Company incurred $30,000 and 2025, we incurred $30,000$60,000 in fees for these services.services, Atrespectively. MarchFor 31,the 2026three and Decembersix 31,months ended June 30, 2025, wethe reportedCompany $100,000incurred $30,000 and $70,000,$60,000 in fees for such services, respectively, in the accompanying unaudited condensed consolidated balance sheets in accounts payable and accrued liabilities.

The Underwriters were paid a cash underwriting discount of $0.20 per Unit,Unit (excluding any Units sold pursuant to the Over-Allotment Option), or $3,000,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to the Deferred Fee of $0.40 per Unit other than Option Units, and $0.60 per Option Unit, or $6,600,000 in the aggregate. The Deferred Fee is payable to the Underwriters,Underwriters uponfrom the amounts held in the completionTrust Account solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the initial Business Combination, subject to the terms of the Underwriting Agreement. In connection with redemptions by holders of Public Shares in association with the June 2026 Meeting, $131,489,166 was removed from the Trust Account and the related Deferred Fee was reduced by $4,885,024. At June 30, 2026 and December 31, 2025, the Company reported $1,714,976 and $6,600,000 on the condensed consolidated balance sheets as the Deferred Fee.

The preparation of the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed consolidated financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Report could be materially affected. As of March 31,June 30, 2026, we did not have any critical accounting estimates to be disclosed.