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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 23, 2026 (October
22, 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 5.07 Submission
of Matters to a Vote of Security Holders
On October 22,
2026, Melar Acquisition Corp. I, a Cayman Islands exempted company (“Melar”), held an extraordinary general meeting of
its shareholders (the “Meeting”), at which the following proposals were submitted to a vote of Melar shareholders. The
proposals listed below are described in more detail in Melar’s definitive proxy statement filed with the U.S. Securities and
Exchange Commission (the “SEC”) on October 5, 2026 (the “Definitive Proxy Statement”). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them in the Definitive Proxy Statement, as applicable.
Only Melar shareholders
of record as of the close of business on September 28, 2026, the record date for the Meeting, were entitled to vote at the Meeting. As
of the record date, 9,545,545 Melar Ordinary Shares were issued and outstanding, consisting of 9,545,544 Melar Class A Ordinary Shares
and one Melar Class B Ordinary Share. The final voting results for each matter submitted to a vote of Melar shareholders at the Meeting
are as follows:
Proposal 1 - The Business
Combination Proposal –
Melar’s shareholders
approved Proposal 1. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
Proposal 2 - The Domestication Proposal –
Melar’s Class B
Shareholder approved Proposal 2. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 1 |
|
0 |
|
0 |
Proposal 3 - The Charter
Proposal –
Melar’s shareholders
approved Proposal 3. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
Proposal 4 - The Organizational
Documents Proposals –
Melar’s shareholders
approved Advisory Proposals A-H under Proposal 4. The votes cast were as follows:
Proposal
A
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
Proposal
B
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
Proposal
C
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
Proposal
D
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
Proposal
E
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
Proposal
F
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
Proposal
G
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
Proposal
H
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
Proposal 5 –
The Director Election Proposal —
Melar’s Class B
Shareholder approved Proposal 5. The votes cast were as follows:
| Name |
|
Position(s) |
| Salvatore Palella |
|
Director |
| Tony Sklar |
|
Director |
| Non-Employee Directors |
|
|
| Adam J. Bistritzky |
|
Director |
| Guy Adami |
|
Director |
| Michael Mantagano |
|
Director |
| For All |
|
Withhold All |
|
For All Except |
| 1 |
|
0 |
|
0 |
Proposal 6 –
The Nasdaq Proposal —
Melar’s shareholders
approved Proposal 6. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
Proposal 7 –
Incentive Plan Proposal —
Melar’s shareholders approved Proposal 7. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
Proposal 8 –
The Insider Letter Amendment Proposal –
Melar’s shareholders
approved Proposal 8. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 9,425,113 |
|
23,978 |
|
0 |
As there were sufficient
votes at the time of the Meeting to approve each of the above proposals, the “Adjournment Proposal” described in the Definitive
Proxy Statement was not presented to Melar Shareholders.
In connection with the Meeting,
holders of 3,852,564 Melar Class A Ordinary Share exercised their rights to redeem their shares for a pro rata portion of the funds in
the trust account of Melar (the “Trust Account”). As a result, approximately $0.8 million will remain in the Trust Account
following the completion of such redemptions.
In light of receipt of
the requisite approvals by Melar Shareholders described above, Melar expects the Business Combination to be completed promptly following
the satisfaction or waiver of the other conditions to the consummation of the Business Combination.
Item 8.01 Other Events.
On October 22, 2026,
Melar announced that Melar shareholders had voted to approve the Business Combination and other proposals related to the Business Combination
at the Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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 Agreement and
Plan of Merger, dated as of July 30, 2025, as amended on October 2, 2025 and December 8, 2025, 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 meet
the closing conditions; (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 proxy statement/prospectus in connection with the Business Combination 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 |
|
Press Release |
| 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 23, 2026
Exhibit 99.1
Melar Acquisition Corp. I Announces Shareholder
Approval of Business Combination with Everli Global Inc.
NEW YORK, October 22, 2026 /PRNewswire/ —
Melar Acquisition Corp. I (“Melar”) (Nasdaq: MACI), a special purpose acquisition company, today announced that
at its extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) held today, October 22, 2026, Melar’s
shareholders have voted to approve the proposed business combination (the “Business Combination”) with Everli Global Inc.,
a Nevada corporation (together with its successors, “Everli”), as well as all other proposals related to the Business Combination.
In light of receipt of the requisite approvals
by Melar’s shareholders described above, Melar expects the Business Combination to be completed promptly following the satisfaction
or waiver of all other conditions to the consummation of the Business Combination. Following the closing of the Business Combination,
the combined company will operate as Everli Global Holdings Inc. (“Pubco”), and its Class A common stock and warrants are
expected to start trading on the Nasdaq Stock Market under the ticker symbols “EVRL” and “EVRLW,” respectively.
A Current Report on Form 8-K disclosing the full voting results will be filed by Melar with the U.S. Securities and Exchange Commission
(the “SEC”).
About Everli
Everli is a major e-grocery technology and fulfillment
platform in Italy, seamlessly connecting consumers with their favorite grocery retailers through a fully integrated digital marketplace.
By managing the entire logistics chain, from online ordering to in-store picking and last-mile delivery, Everli empowers retailers to
offer a premium online shopping experience without the need for additional infrastructure, staffing, or operational changes. Its model
is built on exclusive partnerships with the country’s top grocery chains, ensuring broad product availability and trusted brand
access for consumers. At the heart of Everli’s operations is a dedicated network of trained shoppers who ensure accuracy, freshness,
and reliability with every order. Everli’s union-endorsed delivery framework reinforces its commitment to fair labor practices while
supporting consistent service quality at scale. For more about Everli, visit https://about.everli.com/. You can also follow Everli on
LinkedIn https://www.linkedin.com/company/everliofficial/.
About Melar
Melar is a special purpose acquisition company
sponsored by Melar Acquisition Sponsor I LLC and incorporated under the laws of 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.
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. 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. 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 Agreement and Plan of Merger, dated as of July 30, 2025,
as amended on October 2, 2025 and December 8, 2025; (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 meet the closing conditions; (4) the inability to obtain or maintain the listing of
the Pubco’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 Pubco 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 proxy statement/prospectus in connection with the Business Combination 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 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.
No Offer or Solicitation
This press release 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. NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED
OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED
TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES
A CRIMINAL OFFENSE.
Contacts
Investors and Media Contacts
For Everli:
Tony Sklar, Head of IR
ir@everli.com
Tel: +1 (347) 588-4226
For Melar:
Attn: Gautam Ivatury, CEO and Chairman
Tel: +1 (702) 781-1120
