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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): January 23, 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
8.01 Other Events
Submission of the Draft Registration Statement
for the Business Combination
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, as amended (the “Merger Agreement”), with MAC I Merger Sub Inc., a Nevada corporation and
a wholly-owned subsidiary of Melar, Everli Global Inc., a Nevada corporation (together with its successors, “Everli”), Melar
Acquisition Sponsor I LLC, a Delaware limited liability company, in the capacity thereunder as the representative for the shareholders
of Melar (other than the Escrowed Seller (as defined below) and his successors and assigns) from and after the closing (the “Closing”)
of the transactions contemplated by the Merger Agreement (collectively, the “Business Combination”), and Salvatore Palella
(the “Escrowed Seller”).
On
January 23, 2026, Melar and Everli issued a press release to announce the submission of a draft registration statement on Form S-4 to
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.
A
copy of the press release is attached hereto as Exhibit 99.1.
Additional
Information and Where to Find It
In
connection with the Business Combination, Melar and Everli intend to file a registration statement on Form S-4 (the “Registration
Statement”) with the SEC, which will include 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, when available, 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 websites 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 will be set forth in the proxy statement/prospectus
for the Business Combination when available. 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, will be set forth in
the proxy statement/prospectus relating to the Business Combination when it becomes available.
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 the public company’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 consummation of the
Business Combination; (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 when available 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 |
|
Press Release, dated January 23, 2026. |
| 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:
January 29, 2026
