UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): September 18, 2026
Melar Acquisition Corp.
I
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-42134 |
|
87-1634103 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 143 West 72nd Street, 4th Floor, New York, NY |
|
10023 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (702) 781-1120
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 7.01 Regulation
FD Disclosure.
As
previously disclosed, on July 30, 2025, Melar Acquisition Corp. I, a Cayman Islands exempted company (“Melar”), entered into
an Agreement and Plan of Merger (the “Merger Agreement”) with (i) MAC I Merger Sub Inc., a Nevada corporation and a wholly-owned
subsidiary of Melar (“Merger Sub”), (ii) Everli Global Inc., a Nevada corporation (together with its successors, “Everli”),
(iii) Melar Acquisition Sponsor I LLC, a Delaware limited liability company, in the capacity as the representative from and after the
effective time of the Merger (as defined below) for the shareholders of Melar (other than the Escrowed Seller (as defined below) and his
successors and assigns) in accordance with the terms and conditions of the Merger Agreement, and (iv) Salvatore Palella (the “Escrowed
Seller”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the
transactions contemplated thereby (the “Closing”), (a) Melar shall de-register from the Register of Companies in the Cayman
Islands by way of continuation out of the Cayman Islands and into the State of Nevada and domesticate as a Nevada corporation (the “Domestication”)
and then (b) Merger Sub will merge with and into Everli (the “Merger” and together with the Domestication and the other transactions
contemplated by the Merger Agreement, the “Business Combination”), with Everli continuing as the surviving entity and a wholly
owned subsidiary of Melar.
Furnished
as Exhibit 99.1 hereto and incorporated herein by reference is an investor presentation that has been, and will be, used
by Melar and Everli in connection with the Business Combination.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information
and Where to Find It
In
connection with the Business Combination, Melar and Everli have filed a registration statement on Form S-4 (File No. 333-298505, the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a proxy statement to Melar shareholders
and a prospectus for the registration of Melar’s securities to be issued in connection with the Business Combination. After the
Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be
mailed to the shareholders of Melar as of a record date to be established for voting on the Business Combination and will contain important
information about the Business Combination and related matters. Shareholders of Melar and other interested persons are advised to read
these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important
information about Melar, Everli and the Business Combination. Shareholders and other interested persons will also be able to obtain copies
of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with
the Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Melar
Acquisition Corp. I, 143 West 72nd Street, 4th Floor, New York, NY 10023, United States, Attn: Gautam Ivatury, Chairman & Chief Executive
Officer. The information contained on, or that may be accessed through, the website referenced in this Current Report on Form 8-K in each
case is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF MELAR ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS
AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
Participants in
the Solicitation
Melar,
Everli and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of Melar’s shareholders in connection with the Business Combination. Investors
and security holders may obtain more detailed information regarding the names, affiliations and interests of Melar’s directors and
officers in Melar’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies to Melar’s shareholders in connection with the Business Combination is set forth in the proxy statement/prospectus for
the Business Combination. Information concerning the interests of Melar’s and Everli’s participants in the solicitation, which
may, in some cases, be different than those of their respective equity holders generally, is set forth in the proxy statement/prospectus
relating to the Business Combination.
No Offer or Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. federal securities laws with respect to
the parties and the Business Combinations. Melar’s and/or Everli’s actual results may differ from their expectations, estimates
and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking
statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions
and other statements that are other than statements of historical facts. No representations or warranties, express or implied, are given
in, or in respect of, this Current Report on Form 8-K. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “potential,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions.
These
forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not
limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement
with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against the parties following
the announcement of the Business Combination and definitive agreements with respect thereto; (3) the inability to complete the Business
Combination, including due to failure to obtain approval of the shareholders of Everli and Melar or other conditions to Closing; (4) the
inability to obtain or maintain the listing of Melar’s shares on The Nasdaq Stock Market LLC or another national securities exchange
following the Business Combination; (5) the ability of Melar to remain current with its SEC filings; (6) the risk that the Business Combination
disrupts current plans and operations as a result of the announcement and Closing; (7) the ability to recognize the anticipated benefits
of the Business Combination, which may be affected by, among other things, competition, the ability of Melar and Everli after the Closing
to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable
laws or regulations; (10) the inability of Everli to implement business plans, forecasts, and other expectations after the completion
of the Business Combination; (11) the risk that additional financing in connection with the Business Combination, or additional capital
needed following the Business Combination to support Everli’s business or operations, may not be raised on favorable terms or at
all; and (12) other risks and uncertainties included in documents filed or to be filed with the SEC by Melar and/or Everli.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the Registration Statement referenced above and other documents filed by Melar
and Everli from time to time with the SEC. These filings will identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the forward-looking statements. You should not place undue
reliance upon any forward-looking statements, which speak only as of the date made. There may be additional risks that neither Melar nor
Everli presently knows, or that Melar and/or Everli currently believe are immaterial, that could cause actual results to differ from those
contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not
to place undue reliance upon any forward-looking statements in this Current Report on Form 8-K. Past performance by Melar’s or Everli’s
management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance
on the historical record of the performance of Melar’s or Everli’s management teams or businesses associated with them as
indicative of future performance of an investment or the returns that Melar or Everli will, or may, generate going forward. Neither Melar
nor Everli undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise
after the date of this Current Report on Form 8-K, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Investor Presentation |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
MELAR ACQUISITION CORP. I |
| |
|
| |
By: |
/s/ Gautam Ivatury |
| |
Name: |
Gautam Ivatury |
| |
Title: |
Chief Executive Officer |
Dated: September 18,
2026
