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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 14, 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.
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 14, 2026, Everli issued a press release to outline the business model behind its retail network. 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 have filed a registration statement on Form S-4 (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. 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 September 28, 2026, the record date 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 combined 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 the combined company 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 14, 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 15, 2026
Exhibit 99.1
Everli’s Asset-Light Marketplace Brings Italy’s 13 Largest Grocers
Online
| ● | More
than 95 retail partners, 1,150+ stores and 300,000+ products across 60+ provinces, with no warehouses, fleets or added retailer staff |
| ● | Partnered
with all 13 of Italy’s largest grocers |
| ● | Fully
managed white-label service powers retailers’ own branded online stores |
| ● | Believed
to be Italy’s only gig delivery platform with a national union agreement |
NEW YORK, NY, October 14, 2026 — Everli Global Inc. (“Everli”),
a leading e-grocery marketplace and delivery platform in Italy, today outlined the business model behind its retail network. Everli operates
exclusively in Italy in over 60 provinces and has partnered with more than 95 retailers, including the 13 largest grocers in Italy, such
as Lidl, Coop, Conad, Carrefour, and Esselunga. Everli’s platform offers access to products from more than 1,150 stores across the country.
Everli has entered into an agreement and plan of merger, as amended
(the “Merger Agreement”), with Melar Acquisition Corp. I (Nasdaq: MACI) (“Melar”) for a proposed business combination
(the “Business Combination”). Upon closing, the combined company is expected to be named Everli Global Holdings Inc. and trade
on Nasdaq under the ticker “EVRL.”
“Online grocery in Italy is still in its early chapters, and
Everli intends to write the next ones,” said Salvatore Palella, Chairman & CEO of Everli. “We are committed to adopting
new technologies as they emerge to make shopping for groceries online simpler, smarter and more personal. But technology is only half
of the story. Our shoppers bring a distinctly Italian touch to every order, picking the ripest produce and honoring every preference as
if they were shopping for their own family. Pairing that care with Italy’s largest grocers and a platform built to scale is how we plan
to lead the future of grocery shopping in Italy.”
How the model works
Everli connects consumers with the grocery retailers they already trust.
Customers order through Everli’s app or website from their preferred store. An independent personal Everli shopper then shops the order
in store, pays with an Everli pre-paid card and delivers it to the customer’s door. Everli’s large network of weekly active shoppers provides
true end-to-end fulfillment.
Everli is built to grow alongside its partners. Rather than investing
in warehouses, delivery fleets or inventory, Everli runs on the stores its retail partners already operate, so a grocer can open an online
channel without changing how its stores work. That lets Everli expand its network quickly as new retailers join and focus on its investment
where it matters most: its technology and its shopper network.
Value for retailers
| ● | A fully outsourced online channel. Everli handles the order from selection and purchase to delivery, integrated with retailer
systems and minimal store disruption. |
| ● | No new capex or opex. Retailers need no warehouses, online platforms, delivery fleets, or delivery staff. They pay a commission
on completed transactions. |
| ● | Full catalogs and in-store pricing. Customers get each retailer’s complete in-store catalog, including loyalty program participation. |
| ● | Sales data and insights. Partners use Everli’s data to analyze sales trends and consumer behavior. |
| ● | White-label option. Launched in October 2025 with its first nationwide deployment, Everli’s fully managed white-label service
runs a retailer-branded online store on the retailer’s own domain. One of Italy’s largest retailers adopted it in December 2025. |
Value for consumers and shoppers
Customers get convenience, personalization and access to the brands
they prefer, with delivery in as little as two hours or scheduled days ahead. This makes Everli a destination for large-basket, weekly
grocery orders.
Shoppers benefit from flexible, union-protected work. Everli believes
it is the only gig delivery company in Italy with a collective bargaining agreement with the national unions CGIL, CISL and UIL.
Diversified revenue
Everli earns revenue from several streams:
| ● | Commissions from retailers on each order |
| ● | Service and delivery fees, plus Everli Plus memberships, available monthly or annually |
| ● | Advertising and retail media from consumer brands, including sponsored products and display ads |
| ● | Partnership agreements for aggregated insights on customer behavior |
Room to grow
Online grocery accounted for only about 2.5% of Italy’s total grocery
sales in 2024, compared with 12.5% in the United States, leaving substantial room for growth as Italian shoppers move online. Since its
founding in 2014, Everli has served millions of Italian households. Many of its largest retail partners also operate across Europe, and
Everli believes these relationships could support future European expansion, though it does not expect to enter markets outside Italy
in the twelve months following the Business Combination.
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, having served millions of Italian households.
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 (Nasdaq: MACI) is a special purpose
acquisition company sponsored by Melar Acquisition Sponsor I LLC and incorporated under the laws of Cayman Islands as an exempted
company 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
Melar
and Everli Global Inc. have filed with the SEC a registration statement on Form S-4 (File No. 333-298505),
as amended (the “Registration Statement”), which includes a definitive proxy statement/prospectus and was declared effective
by the Securities and Exchange Commission (the “SEC”) on October 2, 2026. Melar has mailed the definitive proxy statement/prospectus
to its shareholders as of September 28, 2026, the record date for the extraordinary general meeting. 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 can be obtained free of charge at
www.sec.gov or by contacting Melar’s proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565 (toll free) or ksmith@advantageproxy.com.
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, which may differ from those of shareholders generally, is set forth in the Registration Statement and 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 offering 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 Business Combination set out in the Registration Statement. 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 Merger Agreement with respect to the Business Combination; (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 Business Combination, including due to failure to obtain approval of the shareholders of Everli and Melar or other conditions
to closing of the Business Combination; (4) the inability to obtain or maintain the listing of the combined company’s securities
on Nasdaq 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 the combined company 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 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.
Media and Investor Relations:
Tony Sklar
Chief Strategy Officer and Head of Investor Relations
Tel: (347) 588-4226
ir@everli.com
ir.everli.com
Proxy Solicitor:
ADVANTAGE PROXY, INC.
Tel: (206) 870-8565
Fax: (206) 870-8492
www.advantageproxy.com
