[8-K] Melar Acquisition Corp. I Warrant Reports Material Event

Rhea-AI Filing Summary

Melar Acquisition Corp. I (Nasdaq: MACIU/MACI/MACIW) filed an 8-K stating that on 30-Jul-2025 it executed a definitive Agreement and Plan of Merger with Everli Global Inc. The SPAC will first domesticate from the Cayman Islands to Nevada, then merge its wholly-owned Merger Sub into Everli. Everli will become a wholly owned subsidiary and its equity-holders will receive Melar common stock; certain holders will obtain Melar super-voting shares, mirroring Everli’s dual-class structure.

The agreement assigns Everli a pre-money equity value of $180 million, subject to upward adjustment for financings completed before closing. A joint press release (Ex 99.1) and investor presentation (Ex 99.2) were furnished. A Form S-4 containing the proxy/prospectus will be filed with the SEC; completion remains contingent on SEC effectiveness, shareholder approvals, continued Nasdaq listing and other customary conditions.

No historical financial results or guidance were provided. The filing contains standard forward-looking statement and no-offer disclaimers.

Positive

• Definitive merger agreement signed with Everli Global Inc., ending Melar’s target search.
• $180 million pre-money valuation provides a clear benchmark for investors.
• Planned domestication to Nevada may simplify governance and reduce regulatory friction.

Negative

• Deal requires multiple approvals (SEC effectiveness, shareholder votes, Nasdaq listing) before closing.
• No committed PIPE financing disclosed, leaving funding and redemption risk unresolved.
• Forward-looking statements highlight potential termination and litigation risks.

Insights

Financial Analyst

TL;DR: $180 m Everli deal gives Melar a clear de-SPAC path; shareholder and regulatory approvals still pending.

The signing of a definitive merger agreement is a major milestone for Melar, which had been seeking a target since its 2022 IPO. The $180 million pre-money valuation provides investors with a firm benchmark and suggests a modest sub-$1 billion post-transaction market cap that may attract small-cap growth investors. Domestication to Nevada should streamline governance versus a Cayman structure and is typical in recent de-SPACs. Although no PIPE financing was disclosed, the deal could still tap capital markets before closing, potentially improving Everli’s balance-sheet flexibility. Overall, announcement materially advances the SPAC’s investment thesis.

Risk Analyst

TL;DR: Execution risk high—closing hinges on votes, SEC clearance, Nasdaq listing and possible additional financing.

The transaction faces multiple gating items: SEC review of the S-4, Melar and Everli shareholder approvals, and confirmation that the combined company meets Nasdaq listing standards. Lack of a committed PIPE raises uncertainty around post-merger liquidity and potential redemptions. Forward-looking statements flag several risks, including litigation and the ability to raise follow-on capital. Investors should monitor redemption levels and any financing updates before forming a view on deal certainty.

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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): July 30, 2025

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:

x 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 x

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.

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 (b) then 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, with Everli’s equity holders receiving shares of common stock of Melar and with certain stockholders of Everli receiving super-voting stock of Melar in exchange for their existing super-voting stock of Everli. The pre-money equity value of Everli in the Business Combination is $180 million (subject to increase for certain financings consummated by Everli prior to the Closing).

On July 31, 2025, Melar and Everli issued a press release announcing their execution of the Merger Agreement. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. Furnished as Exhibit 99.2 hereto and incorporated herein by reference is the investor presentation that has been used by Melar in connection with the Merger Agreement and the Business Combination.

The information in this Item 7.01 and Exhibits 99.1 and 99.2 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, Everli and Melar intend to file a registration statement on Form S-4 (as amended from time to time, the “Registration Statement”) with the U.S. Securities and Exchange Commission (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 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 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 July 31, 2025.
99.2		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: July 31, 2025

FAQ

What transaction did Melar Acquisition Corp. I (MACIW) announce?

Melar signed a definitive merger agreement to combine with Everli Global Inc. at a $180 million pre-money valuation.

Will Melar change its jurisdiction before the merger?

Yes. The SPAC will redomicile from the Cayman Islands to Nevada prior to merging with Everli.

What securities filings should investors watch for next?

A Form S-4 containing the proxy statement/prospectus will be filed with the SEC before the shareholder vote.

Are any financial results or projections included in this 8-K?

No. The current filing provides no historical financials or forecasts for Everli or Melar.

What are the main conditions to closing the Everli merger?

Key conditions include SEC clearance of the S-4, shareholder approvals, Nasdaq listing qualification and customary closing conditions.