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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): October 6, 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.
Effectiveness of the 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
October 6, 2026, Melar and Everli issued a press release to announce the effectiveness of the registration statement on Form S-4
(File No. 333-298505) 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 has filed a registration statement on Form S-4 (the “Registration Statement”)
with 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. The Registration Statement has been declared effective by the SEC and the definitive
proxy statement/prospectus has been mailed to the shareholders of Melar as of a record date of September 28, 2026 for voting on the Business
Combination and contains 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 contain important information about Melar, Everli and the Business Combination. Shareholders and other interested persons are able
to obtain copies of the definitive proxy statement/prospectus and other relevant materials in connection with the Business Combination,
without charge, 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 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 of 1933, as amended 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 Combination. 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 and other documents filed by Melar
and Everli from time to time with the SEC. These filings 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 October 6, 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: October 6, 2026
Exhibit 99.1
Everli, a Leading Italian E-Grocery Marketplace, Advances Toward
Nasdaq Listing as SEC Declares Registration Statement Effective
| ● | Everli operates an asset-light grocery marketplace in Italy, supported by a network of large network of weekly active independent
shoppers |
| ● | Upon closing, the combined company expected to be named Everli Global Holdings Inc. and to trade on Nasdaq under the ticker
“EVRL” for Class A common stock and “EVRLW” for warrants |
| ● | Melar Acquisition Corp. I and Everli Global Inc. Announce Effectiveness of Registration Statement on Form S-4 and Set October
22, 2026 as the Extraordinary General Meeting Date for Proposed Business Combination |
NEW YORK, NY– October 6, 2026 – Everli Global Inc.
(“Everli”), a leading e-grocery marketplace and delivery platform in Italy, together with Melar Acquisition Corp. I (Nasdaq:
MACI) (“Melar”), today announced that the U.S. Securities and Exchange Commission (the “SEC”) has declared effective
the registration statement on Form S-4 (File No. 333-298505) (the “Registration Statement”) filed in connection with the previously
announced proposed business combination between Everli and Melar (the “Business Combination”). Effectiveness marks a key step
toward Everli becoming a Nasdaq-listed company, with the combined company’s Class A common stock expected to trade under the ticker
symbol “EVRL” following closing.
Everli’s mission is to transform how consumers shop for groceries
online, reducing friction in local commerce and empowering local economies by bridging consumers, retailers, brands and shoppers. Founded
in 2014, Everli operates an asset-light, marketplace-based model that connects consumers with the grocery retailers they already know
and trust, ordering through Everli’s online platform.
Everli’s large network of weekly active independent shoppers
selects, purchases and delivers each order end to end, paying with Everli pre-paid cards and supported by integration with retailer systems.
For retailers, this provides a fully outsourced e-commerce solution: they can activate an online channel instantly using their existing
physical footprint, with minimal internal staff, infrastructure or operational change, and without diverting resources from core in-store
operations. In fiscal year 2025, Everli processed hundreds of thousands of orders, representing over seventy million dollars of gross
transaction value.
“This is a defining moment for Everli and for online grocery
in Italy. We are a technology-driven company, and our platform connects the retailers’ consumers already trust with a large network
of independent shoppers who deliver every order end to end. None of this happens without the people behind it. I want to thank our retail
and brand partners, our shoppers, our team, the Melar team, and the stockholders and investors who believed in Everli and helped us reach
this milestone,” said Salvatore Palella, Chief Executive Officer of Everli.
“As
we prepare for our public debut on Nasdaq and step onto the global stage, we are excited about the opportunities ahead and energized to
keep building and growing Everli. I would also like to thank the team
at Palella Holdings, whose dedication and expertise were instrumental in bringing Everli to this milestone. Their broader mission of helping
exceptional Italian companies step onto the global stage is one I believe in deeply, and Everli's path to Nasdaq is a proud example of
what that mission can achieve,” Mr. Palella added.
Extraordinary General Meeting and Transaction Details
Melar will hold an extraordinary general meeting of its shareholders
(the “Extraordinary General Meeting”) on October 22, 2026 at 8:00 a.m. ET, in person at the offices of Ellenoff Grossman &
Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105
to vote on the Business Combination and related proposals. Shareholders of record as of the close of business on September 28, 2026 (the
“Record Date”) are entitled to vote. Melar has commenced mailing the definitive proxy statement/prospectus to shareholders
of record.
Melar’s board of directors unanimously recommends that shareholders
vote “FOR” each of the proposals described in the definitive proxy statement/prospectus. Every vote is important, regardless
of the number of shares held. Shareholders who need assistance voting, or who have questions, may contact Melar’s proxy solicitor,
Advantage Proxy, Inc. at (877) 870-8565 (toll free) or (206) 870-8565 or email at ksmith@advantageproxy.com.
Holders of Melar’s Class A ordinary shares who wish to exercise
redemption rights must submit a redemption request to Continental Stock Transfer & Trust Company, Melar’s transfer agent, by
5:00 p.m. ET on October 20, 2026, two business days before the Extraordinary General Meeting, following the procedures described in the
definitive proxy statement/prospectus.
If the proposals are approved, the parties expect to close the Business
Combination shortly after the Extraordinary General Meeting, subject to the satisfaction or waiver of the remaining closing conditions
described in the proxy statement/prospectus. In connection with closing, Melar will domesticate from the Cayman Islands to the State of
Nevada and, upon closing, a subsidiary of Melar will merge with and into Everli, with Everli surviving as a wholly owned subsidiary. The
combined company is expected to be renamed Everli Global Holdings Inc., and its Class A common stock and warrants are expected to trade
on Nasdaq under the ticker symbols “EVRL” and “EVRLW,” respectively.
The Registration Statement and definitive proxy statement/prospectus
are available free of charge on the SEC’s website at www.sec.gov.
About Everli
Everli is a leading e-grocery marketplace and delivery platform in
Italy. Founded in 2014, Everli connects consumers with their preferred grocery retailers through its online platform and a network of
over one thousand weekly active independent shoppers who shop and deliver each order end to end, with more than seven hundred thousand
orders. Everli’s asset-light model gives retailers a fully outsourced e-commerce channel built on their existing store footprint.
For more information, visit www.everli.com.
About Melar Acquisition Corp. I
Melar is a special purpose acquisition company sponsored by Melar Acquisition
Sponsor I LLC and incorporated under the laws of the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Additional Information and Where to Find It
In connection with the Business Combination, Melar has filed with the
SEC the Registration Statement, which the SEC declared effective on October 2, 2026, as well as a proxy statement and a prospectus. Melar
has mailed the definitive proxy statement/prospectus to its shareholders as of the Record Date. SHAREHOLDERS AND OTHER INTERESTED PERSONS
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT MELAR, EVERLI AND THE BUSINESS COMBINATION. Copies may be obtained free of charge at www.sec.gov.
Participants in the Solicitation
Melar, Everli and their respective directors and executive officers
may be deemed participants in the solicitation of proxies from Melar’s shareholders in connection with the Business Combination.
Information about these persons and their interests is set forth in the definitive proxy statement/prospectus.
No Offer or Solicitation
This press release is not a proxy statement or a solicitation of a
proxy, consent or authorization with respect to any securities or the Business Combination, and is not an offer to sell or a solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the U.S. federal securities laws with respect to the parties and the proposed transactions set out in the Registration Statement (the
“Proposed Transactions”). 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 press release. When this press release uses words such as “may,” “will,” “intend,”
“should,” “believe,” “expect,” “anticipate,” “project,” “estimate”
or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.
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 Agreement and Plan of Merger, as amended, with respect to the Proposed Transaction;
(2) the outcome of any legal proceedings that may be instituted against the parties and definitive agreements with respect thereto; (3)
the inability to complete the Proposed Transaction, including due to failure to obtain approval of the shareholders of Everli and Melar
or other conditions to closing of the Proposed Transaction; (4) the inability to obtain or maintain the listing of the public company’s
securities on Nasdaq or another national securities exchange following the Proposed Transaction; (5) the ability of Melar to remain current
with its SEC filings; (6) the risk that the Proposed Transaction disrupts current plans and operations as a result of the announcement
and consummation of the Proposed Transaction; (7) the ability to recognize the anticipated benefits of the Proposed Transaction, which
may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain
its key employees; (8) costs related to the Proposed Transaction; (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 Proposed Transaction; (11) the risk
that additional financing in connection with the Proposed Transaction, or additional capital needed following the Proposed Transaction
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 press release. 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 press release, except as required by applicable law.
Contacts
Media and Investor Relations:
Tony Sklar
Investor Relations Officer
Tel: +1.347.588.4226
ir@everli.com
Proxy solicitor:
ADVANTAGE PROXY,
INC.
Phone: 206-870-8565
Fax: 206-870-8492
www.advantageproxy.com
