As filed with the U.S. Securities and Exchange Commission on August 21, 2026.

Registration No. 333-         

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________________

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________________________________

Melar Acquisition Corp. I
(Exact name of registrant as specified in its charter)

____________________________________________

For co-registrant, see “Table of Co-Registrant” on the following page.

143 West 72nd Street, 4th Floor
New York, NY 10023
Telephone: (702) 781-1120
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________________________________

Gautam Ivatury
143 West 72nd Street, 4th Floor
New York, NY 10023
Telephone: (702) 781-1120

(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________________________

Copies to:

____________________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant and co-registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF CO-REGISTRANT

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(1)      The co-registrant has the following principal executive offices: 12 E. 49th Street, Suite 823, New York, New York 10017.

(2)      The agent for service for the co-registrant is: Vcorp Services, LLC.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell or issue these securities offered by this preliminary proxy statement/prospectus until the registration statement filed with the U.S. Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

At or prior to the Closing, Melar, the SPAC Representative, the Escrowed Seller and Continental Stock Transfer & Trust Company, as escrow agent (or another mutually acceptable escrow agent) (the “Escrow Agent”), shall enter into an escrow agreement, effective as of the Closing, in a form to be mutually agreed, pursuant to which Melar shall issue to the Escrow Agent from the Merger Consideration Shares otherwise issuable to the Escrowed Seller, 1,500,000 shares of New Melar common stock (which will solely consist of New Melar Class A common stock, except to the extent that there are not a sufficient number of shares of New Melar Class A common stock that would otherwise be issuable to the Escrowed Seller, in which case, New Melar Class B common stock will be used to make up such shortfall) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) for a period commencing on the Closing and ending on the date that is twenty four (24) months thereafter (the “Escrow Release Date”). The Escrow Property shall be subject to forfeiture upon the occurrence of certain specified events occurring prior to the Escrow Release Date, and it may be released from the Escrow Account to the Escrowed Seller prior to the Escrow Release Date upon certain conditions as set forth in the Merger Agreement.

Melar agreed to use its reasonable best efforts during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms (the “Interim Period”) to enter into financing agreements with potential investors (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as trust account non-redemption or backstop arrangements or otherwise), in each case on terms mutually agreeable to Everli and Melar, in an aggregate amount of up to $30,000,000 (the “PIPE Investment”). Melar also agreed to use its reasonable best efforts to introduce Everli to investors to enter into financing agreements for senior secured convertible debt investments into Everli, on terms mutually agreeable to Everli and Melar, for an aggregate amount equal to at least $10,000,000 (the “Bridge Financing”), which has been satisfied through (i) the issuance by Everli of the Everli Note (as defined below), a promissory note in the aggregate principal amount of $3,611,111 (including an original issue discount (“OID”) of ten percent (10%)) and (ii) the Everli Convertible Note (as defined below), a convertible promissory note in the aggregate principal amount of $7,500,000 (including an OID of ten percent (10%)), for an aggregate principal amount of $11,111,111.

Everli agreed to use its reasonable best efforts during the Interim Period to enter into financing agreements with potential investors, for equity investments in Everli on terms mutually agreeable to Everli and Melar, in an aggregate amount to be determined by Melar and Everli (an “Everli Equity Investment,” and together with the Bridge Financing, and the PIPE Investment, the “Transaction Financing”).

On March 6, 2026, Everli entered into a Note Purchase Agreement (as amended on May 8, 2026 and August [21], 2026, the “Yorkville Note Purchase Agreement”) with YA II PN, Ltd. (the “YA Lender”), an affiliate of Yorkville Advisors Global (“Yorkville”), pursuant to which Yorkville agreed to provide Everli with up to $10 million of financing in the form of convertible promissory notes to be advanced in multiple tranches. There have been four tranches under the Yorkville Note Purchase Agreement, each subject to a 10% OID and related fees, as follows:

•        The first tranche, in the principal amount of $1 million, was funded on the date of the Yorkville Note Purchase Agreement for net proceeds of approximately $865,000;

•        The second tranche, in the principal amount of $1 million, was funded on May 8, 2026, for net proceeds of approximately $875,000;

•        The third tranche, in the principal amount of $2 million, was funded on May 27, 2026 for net proceeds of approximately $1,776,000; and

•        The fourth tranche, in the principal amount of $4 million, was funded on August [21], 2026 for net proceeds of approximately $3.6 million.

The Yorkville Note Purchase Agreement provides for an additional advances of $2 million may be made at the Effective Time subject to the satisfaction of certain conditions. The notes bear interest at 8% per annum, which increases to 18% upon an event of default, and have a maturity of approximately 18 months from the issuance of the first note under the Yorkville Note Purchase Agreement. The notes are convertible into shares of New Melar Class A common stock following the completion of the Business Combination, subject to the terms and limitations set forth in the notes. The obligations under the notes are guaranteed by certain subsidiaries of Everli pursuant to a global guaranty agreement. The proceeds from the Bridge Financing and Yorkville Note are expected to be used for working capital, strategic growth and expansion initiatives, and general corporate purposes of the combined company. As

additional consideration for the Yorkville Note Purchase Agreement, Everil issued Yorkville a number of shares of Everli Class A common stock that will be converted into 1,000,000 shares of New Melar Class A common stock at the Effective Time, which shares of New Melar Class A common stock are included in the Merger Consideration.

On May 8, 2026, Melar, Melar Capital Group LLC, an affiliate of the Sponsor (“MCG” and together with Melar, the “Melar Lender”) entered into an intercreditor agreement (the “Yorkville Intercreditor Agreement”) with the YA Lender, Everli, for itself and on behalf of its subsidiaries, Salvatore Palella, and Palella Holdings LLC, a Delaware limited liability company. The Yorkville Intercreditor Agreement provides that the Melar Lender and the YA Lender share pari passu rights in payment and a first-priority security interest over substantially all of Everli’s assets, with principal payments distributed pro rata based on outstanding amounts (subject to specified exclusions), coordinated notice and lien provisions, and mutual consent to each other’s financing arrangements.

On May 27, 2026, Melar Lender entered into an Intercreditor Agreement (the “Agile Intercreditor Agreement”) with Agile Capital Funding, LLC, a New York limited liability company, in its capacity as collateral agent (“Agile Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Agile Lender”; and Agile Collateral Agent and Agile Lender herein collectively, “Agile Parties”) and YA Lender, and which was acknowledged by Everli, for itself and on behalf of its subsidiaries, Salvatore Palella, and Palella Holdings. The Agile Intercreditor Agreement governs the respective rights, priorities and obligations of the Agile Parties, the Melar Lender and the YA Lender with respect to all indebtedness, liabilities and obligations of Everli, its subsidiaries, Palella Holdings, Palella, and certain other guarantors and pledgors under the applicable loan documents, owed to the Agile Parties, the Melar Lender and the YA Lender under certain promissory notes issued by Everli to each of the Agile Parties, the Melar Lender and the YA Lender, and the related guarantees and security interests.

Pursuant to the Agile Intercreditor Agreement, the Agile Parties have agreed that they are subordinate lenders to each of the Melar Lender and the YA Lender (the Melar Lender and the YA Lender, collectively the “Senior Creditors”), and that all indebtedness owed by Palella Holdings and Palella to the Agile Parties is and shall be junior and subordinate in right of payment and security to the indebtedness evidenced by the promissory notes issued to the Melar Lender and the promissory notes issued to the YA Lender.

Simultaneously with the execution and delivery of the Merger Agreement, Melar and Everli have entered into a voting agreement (the “Voting Agreement”) with Palella Holdings LLC, the majority shareholder of Everli (the “Voting Shareholder” or “Palella Holdings”). Under the Voting Agreement, the Voting Shareholder agreed to vote all of its shares of Everli in favor of the Merger Agreement and the Business Combination and to otherwise take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Business Combination and the other matters to be submitted to the Everli shareholders for approval in connection with the Business Combination, in the manner and subject to the conditions set forth in the Voting Agreement, and provide a proxy to Melar to vote such Everli shares accordingly, subject to conditions. The Voting Agreement prevents transfers of the Everli shares held by the Everli shareholders between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement.

Simultaneously with the execution and delivery of the Merger Agreement, Palella Holdings entered into a lock-up agreement with Melar (the “Lock-Up Agreement”). Pursuant to the Lock-Up Agreement, Palella Holdings will agree not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the Closing, (y) commencing at least 90 days after the Closing, the date when the closing price of shares of New Melar common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading period and (z) Melar consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party after the Closing: (i) sell, offer to sell, contact or agree to sell, hypothecate, pledge, lend, encumber, donate, assign, grant any option, right or warrant to purchase, purchase any option or contract to sell, or otherwise dispose of or enter into any agreement to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules of regulation of the U.S. Securities and Exchange Commission (the “SEC”) promulgated thereunder, with respect to any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Melar restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Melar restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).

When the Public Shareholders of Melar consider the recommendation of the board of directors of Melar (the “Melar Board”) in favor of approval of the Business Combination and the other proposals discussed in this proxy statement/prospectus (the “Proposals”), Public Shareholders should keep in mind that the Sponsor and Melar’s directors and officers have interests in the Proposals that are different from, or in addition to (and which may conflict with), the interests of a Public Shareholder as a Melar shareholder (“Melar Shareholder”). These interests include, among other things:

•        As of the date hereof, the Sponsor is the record holder of the 5,621,622 Founder Shares and 3,500,000 Melar Private Placement Warrants, each Melar Private Placement Warrant entitling the holder thereof to purchase one Melar Class A ordinary share at a price of $11.50 per share, subject to adjustment. The following persons have material interests in the Sponsor: Eco Crown Global LLC and Melar Capital SPAC Sponsor I LLC are the managing members of the Sponsor; Gautam Ivatury, Melar’s Chief Executive Officer and Chairman, is the managing member of Eco Crown Global LLC; and Eric Lifshitz, Melar’s Chief Operating Officer and a director, is the managing member of Melar Capital SPAC Sponsor I LLC. Accordingly, Eco Crown Global LLC, Melar Capital SPAC Sponsor I LLC and Messrs. Gautam Ivatury and Eric Lifshitz may be deemed to have or share beneficial ownership of the Melar Class B ordinary shares and Melar Private Placement Warrants held directly by the Sponsor. Each of Melar’s other officers and directors is a member of the Sponsor and has indirect economic interests in Melar securities through the Sponsor: Edward Lifshitz holds an indirect interest in approximately 1,090,405 Founder Shares and 500,000 Melar Private Placement Warrants through membership interests of his majority-owned entity in the Sponsor, Dan Rosen holds an indirect interest in 20,000 Founder Shares through membership interests in the Sponsor, Ken Ruggiero holds an indirect interest in 111,594 Founder Shares through membership interests in the Sponsor, and Tara Kenney holds an indirect interest in 20,000 Founder Shares through membership interests in the Sponsor and each of them disclaims any beneficial ownership other than to the extent of his or her pecuniary interest;

•        The Sponsor paid (i) $25,000, or approximately $0.004 per share, for 6,060,811 Founder Shares, 439,189 of which were forfeited by the Sponsor due to the partial exercise of over-allotment option by the underwriters in the Melar IPO, and (ii) $3,500,000, or $1.00 per warrant, for the 3,500,000 Melar Private Placement Warrants. As of the date hereof, the aggregate value of such securities is estimated to be approximately $_______ million, assuming (i) the per share value of the 5,621,622 Founder Shares is the same as the $________ closing price of the Melar Class A ordinary shares on Nasdaq on ________, 2026 and (ii) the per warrant value of the 3,500,000 Melar Private Placement Warrants is the same as the $________ closing price of the Melar Public Warrants on Nasdaq on ________, 2026;

•        Pursuant to terms of the letter agreement entered in connection with the Melar IPO (the “Insider Letter”), the Founder Shares, the Private Placement Warrants and the Melar Class A ordinary shares underlying the Private Placement Warrants are subject to certain lock-up restrictions whereby, subject to certain limited exceptions, such securities are not transferable or saleable (i) in the case of the Founder Shares, until the earlier of (A) one year after the completion of an initial business combination or earlier if, subsequent to an initial business combination, the closing price of the Melar Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after an initial business combination and (B) the date following the completion of an initial business combination on which Melar completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders of Melar (the “Melar Shareholders”) having the right to exchange their Melar Class A ordinary shares for cash, securities or other property and (ii) in the case of the Private Placement Warrants and any Melar Class A ordinary shares issuable upon conversion or exercise thereof, until 30 days after the completion of an initial business combination; provided, however, that if the Insider Letter Amendment Proposal is approved by Melar Shareholders when presented at the Meeting, the foregoing lock-up terms will be amended as set forth in such proposal, upon the effectiveness of the Insider Letter Amendments at the Closing. The Sponsor may, on or before the Closing of the Business Combination, distribute some or all of the Founder Shares held by it and such distributed Founder Shares may be released from lock-up restrictions in connection with applicable stock exchange listing requirements. In this regard, while the Founder Shares are not the same as the Melar Class A ordinary shares, they are subject to certain restrictions that are not applicable to the Melar Class A ordinary shares, and may become worthless if Melar does not complete a business combination by the end of Combination Period (as defined below); the aggregate value of the 5,621,622 Founder Shares owned by the Sponsor is estimated to be approximately $_____ million, assuming the per share value of the Founder Shares is the same as the $________ closing price of the Class A ordinary shares on Nasdaq on ________, 2026. MCG, an affiliate of the Sponsor, is not a party to the Insider Letter, and thus not subject to the lock-up restrictions thereunder;

•        The Sponsor, its affiliates or Melar’s directors and officers may make working capital loans to Melar to finance transaction costs in connection with an intended initial business combination (such loans, “Working Capital Loans”). On June 11, 2026, Melar issued a promissory note in the aggregate principal amount of up to $1,500,000 to the Sponsor with respect to the Working Capital Loans (the “Working Capital Note”). The Working Capital Note is interest bearing at 17.5% per annum and is repayable in full upon the earlier of (i) the date on which Melar consummates its initial business combination and (ii) the date of Melar’s liquidation. Up to $1,500,000 of the Working Capital Loans may be convertible into up to 1,500,000 warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Melar Private Placement Warrants. As of the date of this proxy statement/prospectus, $______ of Working Capital Loans are outstanding;

•        Melar issued an amended and restated promissory note, dated as of August 18, 2025, as amended on September 12, 2025, September 29, 2025, and March 30, 2026, in the aggregate principal amount of up to $3,611,111 to the Sponsor (the “Sponsor Note”). Melar, Everli and Palella Holdings entered into an amended and restated secured promissory note and pledge agreement, dated as of August 18, 2025, as amended on September 12, 2025, September 29, 2025, and March 30, 2026 (the “Everli Note”), for the aggregate principal amount of $3,611,111. Melar’s repayment obligations under the Sponsor Note are contingent on the repayment of the Everli Note and the proceeds under the Everli Note (including any collateral that is taken or sold) are the sole source for repayment of the Sponsor Note;

•        MCG entered into a secured promissory note and pledge agreement, dated as of October 21, 2025, with Everli and other parties named therein for a loan to Everli in the aggregate principal amount of $7,500,000, of which $750,000 was OID, bearing interest at 17.5% per annum and secured by the assets of Everli and its subsidiaries (the “Everli Convertible Note”). The principal and accrued interest of the Everli Convertible Note shall be due and payable in cash on the twelfth-month anniversary of the issuance date of such note. The Everli Convertible Note is convertible into New Melar Class A common stock at any time on or after the Business Combination at a conversion rate equal to (i) the dollar amount of the note being converted divided by (ii) a per share price equal to the lower of (x) the per share amount paid to a Public Shareholder in connection with a redemption or (y) 90% of the volume-weighted average prices (“VWAPs”) during the five consecutive trading days immediately preceding such conversion;

•        Melar has until December 20, 2026, or until such earlier liquidation date as the Melar Board may approve or such later date as the Melar Shareholders may approve in accordance with the Amended and Restated Memorandum and Articles of Association of Melar (the “Current Charter”), to consummate a business combination (the “Combination Period”). If the Business Combination with Everli is not consummated and Melar does not consummate another business combination by the end of the Combination Period, Melar will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the Melar Board, liquidating and dissolving, subject in each case to Melar’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the Founder Shares and Melar Private Placement Warrants held by the Sponsor would be worthless because the Sponsor has waived its right to participate in any redemption or distribution with respect to such securities;

•        The Sponsor and Melar’s directors and officers have agreed not to redeem any Melar ordinary shares held by them in connection with a shareholder vote to approve a proposed business combination, including the Business Combination;

•        The Current Charter provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as Melar, and (ii) Melar renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and Melar, on the other, or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. In the course of their other business activities, Melar’s directors and officers may have, or may become aware of, other investment and business opportunities which may be appropriate for presentation to Melar as well as the other entities with which they are affiliated. Except to the extent expressly assumed by contract, to the fullest extent permitted by applicable law, Melar’s directors and officers shall have no duty to communicate or offer any such corporate opportunity to Melar and shall not be liable to Melar or its shareholders for breach of any

fiduciary duty as a shareholder, director and/or officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to Melar. Melar’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business combination opportunity should be presented, any pre-existing fiduciary obligation will be presented the business combination opportunity before Melar is presented with it. Melar does not believe that the pre-existing fiduciary duties or contractual obligations of its directors and officers materially impacted its search for an acquisition target;

•        Pursuant to the Registration Rights Agreement, the Sponsor will have the right to require New Melar, at New Melar’s expense, to register New Melar common stock that it holds on customary terms for a transaction of this type, including customary demand and piggyback registration rights. The Registration Rights Agreement will also provide that New Melar will pay certain expenses of the electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act of 1933, as amended;

•        The Sponsor, Melar’s directors and officers and their affiliates are entitled to reimbursement for any out-of-pocket expenses incurred by them in connection with certain activities on Melar’s behalf, such as identifying, investigating, negotiating and completing a business combination. If Melar does not complete a business combination by the end of the Combination Period, Melar may not have the cash necessary to reimburse these expenses. As of the date of this proxy statement/prospectus, none of the Sponsor, Melar’s directors and officers or their affiliates has incurred any such expenses which would be reimbursed at the Closing;

•        Melar’s directors and officers will be eligible for continued indemnification and continued coverage under a tail policy for Melar’s directors’ and officers’ liability insurance policy for up to a six-year period from and after the Closing for events occurring prior to the Closing, which tail policy is to be fully paid for by New Melar pursuant to the Merger Agreement. If the Business Combination does not close, Melar’s directors and officers may not receive this tail insurance coverage;

•        Pursuant to terms of the administrative services agreement entered in connection with the Melar IPO (the “Administrative Services Agreement”), MCG is entitled to $10,000 per month for office space, utilities, and secretarial and administrative support until the earlier of the completion of an initial business combination or Melar’s liquidation; and

•        The anticipated continuation of ________ as a director of New Melar following the consummation of the Business Combination. As such, in the future, ________ may receive any cash or equity compensation that New Melar’s board of directors (the “New Melar Board”) determines to pay to ________.

See “The Business Combination Proposal — Interests of the Sponsor and Melar’s Directors and Executive Officers in the Business Combination.”

Interests of Everli’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of the Melar Board in favor of the Business Combination Proposal, you should also keep in mind that Everli’s members and officers have interests in such proposal that are different from, or in addition, to those of Melar Shareholders generally. These interests include, among other things, the interests listed below:

•        The following individuals who are currently officers of Everli are expected to become officers of New Melar upon the consummation of the Business Combination, serving in the offices set forth opposite their names below:

•        Additionally, Salvatore Palella and Tony Sklar have been identified as nominees to serve on the New Melar Board immediately after the consummation of the Business Combination, in connection with which Salvatore Palella and Tony Sklar may receive compensation for such service, to the extent New Melar determines to provide any such compensation to its board and board committee members. See also “Executive and Director Compensation.”

•        Each of Salvatore Palella, Ethan Walfish, Tony Sklar and Jonathan Hannestad will enter into employment agreements with New Melar prior to the Closing, which will be effective and contingent upon the consummation of the Business Combination. For a summary of such employment agreements see “Executive and Director Compensation” for more information.

•        An entity controlled by Salvatore Palella will be entitled to receive the majority of the Merger Consideration Shares upon the consummation of the Business Combination. See also “Beneficial Ownership of Securities” for a further discussion of the equity interests of New Melar’s directors and officers in the Business Combination.

•        Upon the consummation of the Business Combination, Salvatore Palella will be entitled to receive a bonus of $600,000, Palella Holdings (an entity of which Salvatore Palella is the majority owner) will be entitled to receive a bonus of $1,500,000 and Jonathan Hannestad will be entitled to receive a bonus of €500,000 (approximately $0.6 million). See “Executive and Director Compensation” for more information.

In addition to the interests of Everli’s members and executive officers in the Business Combination, Melar Shareholders should be aware that certain of Everli’s officers and directors are the beneficiaries of related-party transactions with Everli (see “Certain Relationships and Related Party Transactions — Everli”). Such officers and directors may view the completion of the Business Combination as improving the likelihood that such related party transaction will come to partial or complete fruition.

See “The Business Combination Proposal — Interests of Everli’s Directors and Executive Officers in the Business Combination.”

Consideration Received or to be Received by, and Securities Issued or to be Issued to, the Sponsor, its Affiliates and Promoters

Set forth below is a summary of the terms and amount of the consideration received or to be received by the Sponsor and its affiliates in connection with the Business Combination, the amount of securities issued or to be issued by New Melar to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

Because the Sponsor acquired the 5,621,622 Founder Shares at a nominal price, the Public Shareholders will incur substantial and immediate dilution upon the Closing of the Business Combination. See “Summary of the Proxy Statement/Prospectus — Dilution,” “Risk Factors — Risks Related to the Business Combination and Melar — The Sponsor paid nominal consideration for the Sponsor Shares it holds. As a result, the Sponsor may make a substantial profit if the Business Combination is consummated, even if the shares held by the Sponsor lose substantial value and even if the Business Combination arguably may not be in the best interests of Melar’s Public Shareholders” and “Risk Factors — Risks Related to the Business Combination and Melar — Melar’s non-redeeming shareholders and Everli security holders may not realize a benefit from commensurate with the ownership dilution they will experience in connection with the Business Combination.”

Compensation Received or to be Received by, and Securities Issued or to be Issued to, Melar’s Underwriters

Set forth below is a summary of the terms and amount of the consideration received or to be received by the underwriters of the Melar IPO (the “underwriters”) in connection with the Business Combination, the amount of securities issued or to be issued by New Melar to Melar’s underwriters and the price paid or to be paid for such securities or any related financing transaction.

The Melar Board obtained a fairness opinion from Houlihan Capital, LLC (“Houlihan”), dated September 11, 2025, which provided that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid by Melar in the Business Combination was fair, from a financial point of view, to Melar and its shareholders. Melar obtained such fairness opinion to (i) inform themselves with respect to all material information reasonably available to them and (ii) act with appropriate care in considering the Business Combination. See “The Business Combination Proposal — Opinion of Houlihan” for additional information.

After careful consideration, the Melar Board has unanimously approved the Merger Agreement and the other Proposals described in the accompanying proxy statement/prospectus and the Melar Board has determined that it is advisable to consummate the Business Combination. The Melar Board recommends that you vote “FOR” the Proposals described in the accompanying proxy statement/prospectus (including each of the sub-proposals).

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Meeting. Melar encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors” on page 41 of this proxy statement/prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated _________, 2026, and is first being mailed to Melar Shareholders on or about _________, 2026.

MELAR ACQUISITION CORP. I
143 West 72nd Street, 4th Floor
New York, NY 10023

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON ________, 2026

TO THE SHAREHOLDERS OF MELAR ACQUISITION CORP. I:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of the shareholders of Melar Acquisition Corp. I, a Cayman Islands exempted company (“Melar”), will be held at _______, Eastern Time, on _______, 2026. The Meeting will be held at _______. You or your proxy holder can participate in the Meeting, vote and submit questions at the Meeting using a control number assigned by Continental Stock Transfer & Trust Company. You are cordially invited to attend the Meeting in person at the location noted above, and will be asked to consider and vote upon the following proposals (the “Proposals”):

(1)    The Business Combination Proposal — to consider and vote on a proposal to approve, by ordinary resolution of the shareholders of Melar (the “Melar Shareholders”), the Agreement and Plan of Merger, dated as of July 30, 2025, as amended on October 2, 2025 and December 8, 2025 (as it may be further amended, supplemented and/or restated from time to time, the “Merger Agreement”), with MAC I Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Melar (“Merger Sub”), Everli Global Inc., a Nevada corporation (together with its successors, “Everli”), Melar Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor” or the “SPAC Representative”), 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”). Subject to the terms and conditions set forth therein, (i) prior to the effective time (the “Effective Time”) of the Merger (as defined below), Melar will 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, and (ii) at the Effective Time, Merger Sub will merge with and into Everli (the “Merger”), with Everli continuing as the surviving entity and a wholly-owned subsidiary of Melar, and with each Everli shareholder receiving shares of Melar common stock at the Closing, as further described below. We refer to Melar after the Business Combination as “New Melar.” We refer to this proposal as the “Business Combination Proposal.” The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Business Combination Proposal,” and a copy of the Merger Agreement and the amendment(s) thereto are attached to the accompanying proxy statement/prospectus as Annex A.

(2)    The Domestication Proposal — to consider and vote upon a proposal to approve, by special resolution, (a) the change of the domicile of Melar pursuant to a deregistration as an exempted company from the Register of Companies of the Cayman Islands and transfer by way of continuation out of the Cayman Islands and a domestication into the State of Nevada as a corporation, (the “Domestication”) pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands and the Amended and Restated Memorandum and Articles of Association of Melar (the “Current Charter”); (b) conditional upon, and with effect from, the filing of the Articles of Domestication effecting the transfer by way of continuation out of the Cayman Islands and the domestication and registration of Melar in the State of Nevada (the “Articles of Domestication”), the adoption of the Articles of Domestication and the Articles of Incorporation in the form appended to the accompanying proxy statement/prospectus as Annex B (the “Articles of Incorporation,” and collectively with the Articles of Domestication, the “Domestication Organizational Documents”), in place of the Current Charter; and (c) the filing of the Domestication Organizational Documents. Only the holders of the Melar Class B ordinary shares will carry the right to vote to continue Melar in a jurisdiction outside of the Cayman Islands (including, but not limited to, the approval of the organizational documents of Melar in such other jurisdiction). We refer to this proposal as the “Domestication Proposal.” The Domestication Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Domestication Proposal.”

(3)    The Charter Proposal — to consider and vote upon a proposal to approve, by special resolution of the Melar Shareholders, (a) the Amended and Restated Articles of Incorporation of New Melar, a copy of which is attached as Annex C (the “Proposed Charter”), and (b) the Proposed Bylaws of New Melar, a copy of which is attached as Annex D (the “Proposed Bylaws,” and collectively with the Proposed Charter, the “Proposed Organizational Documents”). We refer to this proposal as the “Charter Proposal.” The Charter Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Charter Proposal.”

(4)    The Organizational Documents Proposal — to consider and vote upon, on a non-binding advisory basis, eight (8) separate proposals to approve, by ordinary resolution of the Melar Shareholders, the material differences between the Current Charter and the Proposed Charter and Proposed Bylaws upon completion of the Business Combination, specifically:

•        Advisory Proposal A — to approve authorized capital stock of New Melar of 1,200,000,000 shares of New Melar Class A common stock, par value $0.0001 per share (“New Melar Class A common stock”), and 50,000,000 shares of New Melar Class B common stock, par value $0.0001 per share (“New Melar Class B common stock” and, together with the New Melar Class A common stock, the “New Melar common stock”).

•        Advisory Proposal B — to approve that the number of directors that shall constitute the board of directors of New Melar (the “New Melar Board”) shall be fixed from time to time exclusively by resolution of the New Melar Board.

•        Advisory Proposal C — to approve the requirement that any director may be removed only for cause and only by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of New Melar entitled to vote thereon, voting together as a single class.

•        Advisory Proposal D — to approve that any alteration, amendment or repeal of certain provisions of the Proposed Charter will require the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class.

•        Advisory Proposal E — to approve that the alteration, amendment or repeal of the Proposed Bylaws will require the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class.

•        Advisory Proposal F — to approve that stockholders will be permitted to act by written consent in lieu of holding a meeting of stockholders.

•        Advisory Proposal G — to approve the change of the post-Business Combination corporate name from “Melar Acquisition Corp. I” to “Everli Global Holdings Inc.”, to make the post-Business Combination company’s corporate existence perpetual and to eliminate provisions specific to its status as a blank check company.

•        Advisory Proposal H — to approve the terms, rights and voting powers of the New Melar Class B common stock.

We refer to this proposal as the “Organizational Documents Proposal.” The Organizational Documents Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Organizational Documents Proposal.”

(5)    The Director Election Proposal — to consider and vote on a proposal to approve, by ordinary resolution of the shareholders of Melar Class B ordinary shares (the “Melar Class B Shareholders”), the election and appointment of five (5) directors, effective upon the Closing, to serve on the New Melar Board until their respective successors are duly elected and qualified, or until such directors’ earlier death, resignation or removal. Only the holders of the Melar Class B ordinary shares will carry the right to vote on the Director Election Proposal. We refer to this proposal as the “Director Election Proposal.” The Director Election Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Director Election Proposal.”

(6)    The Nasdaq Proposal — to consider and vote on a proposal to approve, by ordinary resolution of the Melar Shareholders, for the purposes of complying with the applicable provisions of Rule 5635 of The Nasdaq Stock Market (“Nasdaq”), the issuance of (i) the Merger Consideration Shares (as defined herein), and (ii) additional shares of New Melar common stock (a) upon conversion of the Working Capital Loan (as defined herein) and (b) pursuant to the Incentive Plan (as defined herein). We refer to this proposal as the “Nasdaq Proposal.” The Nasdaq Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Nasdaq Proposal.”

(7)    The Incentive Plan Proposal — to consider and vote on a proposal to approve, by ordinary resolution of the Melar Shareholders, the Everli Global Holdings Inc. 2026 Equity Incentive Plan, as amended from time to time, to become effective upon the Closing (the “Incentive Plan”), in the form attached to the accompanying proxy statement/prospectus as Annex E, which, if approved by the Melar Shareholders and adopted by New Melar, will be available to New Melar on a go-forward basis from the Closing. We refer to this proposal as the “Incentive Plan Proposal.” The Incentive Plan Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Incentive Plan Proposal.”

(8)    The Insider Letter Amendment Proposal — to consider and vote upon a proposal to approve, by ordinary resolution of the Melar Shareholders, amendments (the “Insider Letter Amendments”) to the Insider Letter, attached to the accompanying proxy statement/prospectus as Annex G, to revise, among other matters, effective as of the Closing, the post-Closing lock-up period applicable to the New Melar Class A common stock issued in exchange for the Melar Class B ordinary shares (and Melar Class A ordinary shares issued upon conversion of the Melar Class B ordinary shares) held by the Sponsor and such insiders (the “Founder Shares”), pursuant to the Merger Agreement, will be reduced from one (1) year to six (6) months (subject to early release upon certain customary specified events), and pursuant to which Everli will be given third-party beneficiary rights thereunder. We refer to this proposal as the “Insider Letter Amendment Proposal.” The Insider Letter Amendment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Insider Letter Amendment Proposal.”

(9)    The Adjournment Proposal — to consider and vote on a proposal to approve, by ordinary resolution of the Melar Shareholders, the adjournment of the Meeting to a later date or dates, if it is determined by Melar that additional time is necessary or appropriate to complete the Business Combination or for any other reason. We refer to this proposal as the “Adjournment Proposal.” The Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Adjournment Proposal.”

Only holders of record of Melar ordinary shares at the close of business on ________, 2026 (the “Record Date”) are entitled to notice of the Meeting and to vote and have their votes counted at the Meeting and any adjournments or postponements of the Meeting.

After careful consideration, the board of directors of Melar (the “Melar Board”) has determined that the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Organizational Documents Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Insider Letter Amendment Proposal and the Adjournment Proposal are in the best interests of Melar and its shareholders as a whole and unanimously recommends you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Insider Letter Amendment Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the Melar Board’s recommendation of the Proposals, you should keep in mind that the directors and officers of Melar have interests in the Business Combination that may conflict with the interests of holders (the “Public Shareholders”) of Melar Class A ordinary shares (the “Melar Class A ordinary shares”) issued in the initial public offering of Melar (the “Melar IPO” and such shares, the “Public Shares”). For a more complete descriptions of these interests, see “The Business Combination Proposal — Interests of the Sponsor and Melar’s Directors and Executive Officers in the Business Combination.”

The Melar Board obtained a fairness opinion from Houlihan, dated September 11, 2025, attached to the accompanying proxy statement/prospectus as Annex F, which provided that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid by Melar in the Business

Combination was fair, from a financial point of view, to Melar and its shareholders. Melar obtained such fairness opinion to (i) inform themselves with respect to all material information reasonably available to them and (ii) act with appropriate care in considering the Business Combination. See “The Business Combination Proposal — Opinion of Houlihan” for additional information.

To pass, each of the Business Combination Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Insider Letter Amendment Proposal and the Adjournment Proposal requires an ordinary resolution of the Melar Shareholders, which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the Melar Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass the Charter Proposal requires a special resolution of Melar Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the Melar Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, the Domestication Proposal requires a special resolution of Melar Class B Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the Melar Class B Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, the Director Election Proposal requires an ordinary resolution of Melar Class B Shareholders, which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the Melar Class B Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). Melar Shareholders are also being asked to approve, on a non-binding advisory basis, the Organizational Documents Proposal. Although the Melar Board is asking Melar Shareholders to approve the Organizational Documents Proposal on a non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on the Organizational Documents Proposal, the Proposed Charter and Proposed Bylaws will take effect upon the Closing if the Condition Precedent Proposals (as defined below) are approved.

Under the Merger Agreement, the approval by Melar Shareholders of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal and the Nasdaq Proposal (collectively, the “Condition Precedent Proposals”) are conditions to the consummation of the Business Combination. The approval of each Condition Precedent Proposal is conditioned on the approval of all of the other Condition Precedent Proposals. It is important for you to note that if Melar Shareholders do not approve all of the Condition Precedent Proposals, the Business Combination may not be consummated. The Organizational Documents Proposal, the Incentive Plan Proposal and the Insider Letter Amendment Proposal are conditional upon the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

The Sponsor currently holds 5,621,621 Melar Class A ordinary shares and one Class B ordinary share of Melar, par value $0.0001 per share (the “Melar Class B ordinary share” and, together with the Melar Class A ordinary shares, the “Melar ordinary shares”). The Sponsor has agreed to vote its 5,621,622 Founder Shares, representing 58.9% of the issued and outstanding Melar ordinary shares, in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of Melar Shareholders by an ordinary resolution, in addition to the Sponsor’s Melar ordinary shares, Melar would not need any Public Shares to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of Melar Shareholders by a special resolution, in addition to the Sponsor’s Melar ordinary shares, Melar would need only 742,076, or 18.9%, of the 3,923,923 Public Shares (assuming all issued and outstanding Melar ordinary shares are voted at the Meeting), and would not need any Public Shares (assuming a minimum number of Melar ordinary shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved. With respect to the Domestication Proposal and the Director Election Proposal which requires a special resolution and an ordinary resolution, respectively, of Melar Class B Shareholders, Melar would only need the Sponsor, which is the owner of the one issued and outstanding Melar Class B ordinary share, to vote in favor of the Domestication Proposal and the Director Election Proposal in order to have such Proposals approved.

Upon the completion of the Business Combination, assuming (a) no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, (b) no portion of the Bridge Financing is converted into New Melar common stock, (c) there is no Everli Equity Investment and no PIPE Investment, and

TABLE OF CONTENTS

About This Proxy Statement/Prospectus

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Melar (File No. 333-___________), constitutes a prospectus of Melar under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New Melar common stock to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Meeting of Melar Shareholders at which Melar Shareholders or Melar Class B Shareholders will be asked to consider and vote upon the approval of the following proposals:

(1)    The Business Combination Proposal — to approve the Merger Agreement and the Business Combination. See “The Business Combination Proposal.”

(2)    The Domestication Proposal — to approve and authorize the Domestication and the Domestication Organizational Documents. See “The Domestication Proposal.”

(3)    The Charter Proposal — to approve the Proposed Charter and the Proposed Bylaws. See “The Charter Proposal.”

(4)    The Organizational Documents Proposal — to consider and vote upon, on a non-binding advisory basis, eight (8) separate proposals to approve the material differences between the Current Charter and the Proposed Charter and Proposed Bylaws, specifically:

•        Advisory Proposal A — to approve the authorized capital stock of New Melar of 1,200,000,000 shares of New Melar Class A common stock, par value $0.0001 per share, and 50,000,000 shares of New Melar Class B common stock, par value $0.0001 per share.

•        Advisory Proposal B — to approve the provision in the Proposed Charter providing that the number of directors that shall constitute the New Melar Board shall be fixed from time to time exclusively by resolution of the New Melar Board.

•        Advisory Proposal C — to approve the vote required for the removal of directors.

•        Advisory Proposal D — to approve the vote required to amend certain provisions of the Proposed Charter.

•        Advisory Proposal E — to approve the vote required to amend the Proposed Bylaws.

•        Advisory Proposal F — to approve stockholder action by written consent.

•        Advisory Proposal G — to approve changes in connection with the adoption of the Proposed Charter.

•        Advisory Proposal H — to approve the terms, rights and voting powers of the New Melar Class B common stock.

(5)    The Director Election Proposal — to approve the election and appointment of five (5) directors, effective upon the Closing, to serve on the New Melar Board until their respective successors are duly elected and qualified, or until such directors’ earlier death, resignation or removal. See “The Director Election Proposal.”

(6)    The Nasdaq Proposal — to approve for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of (i) the Merger Consideration Shares, and (ii) additional shares of New Melar common stock (a) upon conversion of the Working Capital Loan and (b) pursuant to the Incentive Plan. See “The Nasdaq Proposal.”

(7)    The Incentive Plan Proposal — to approve the Incentive Plan in the form attached to the accompanying proxy statement/prospectus as Annex E, which, if approved by the Melar Shareholders and adopted by New Melar, will be available to New Melar on a go-forward basis from the Closing. See “The Incentive Plan Proposal.”

(8)    The Insider Letter Amendment Proposal — to approve the Insider Letter Amendments, attached to the accompanying proxy statement/prospectus as Annex G, to revise, among other matters, effective as of the Closing, the post-Closing lock-up period applicable to the New Melar Class A common stock issued in exchange for the Founder Shares held by the Sponsor and such insiders, pursuant to the Merger Agreement will be reduced from one (1) year to six (6) months (subject to early release upon certain customary specified events), and pursuant to which Everli will be given third-party beneficiary rights thereunder. See “The Insider Letter Amendment Proposal.”

(9)    The Adjournment Proposal — to approve the adjournment of the Meeting to a later date or dates, if it is determined by Melar that additional time is necessary or appropriate to complete the Business Combination or for any other reason. See “The Adjournment Proposal.”

Melar files reports, proxy statements, prospectuses and other information with the SEC as required by the Exchange Act and the Securities Act. You can read Melar’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

You may request copies of this proxy statement/prospectus, without charge, by written or oral request to Melar’s proxy solicitor at:

__________
Telephone: __________
Bank and Brokers can call at __________
Email: __________

To obtain timely delivery of requested materials, you must request the documents no later than five (5) business days prior to the date of the Meeting.

You may also obtain additional information about Melar from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption (which includes the name of the beneficial owner of the shares) and deliver your Public Shares to Melar’s transfer agent, physically or electronically through the Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) system to Melar’s transfer agent at least two (2) business days prior to the Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” in the section entitled “Questions and Answers About the Proposals.” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Email: spacredemptions@continentalstock.com

FINANCIAL STATEMENT PRESENTATION

This proxy statement/prospectus contains:

•        the unaudited financial statements of Melar as of and for the quarterly period ended June 30, 2026 and the audited financial statements of Melar (i) as of December 31, 2024, and for the period from March 11, 2024 to December 31, 2024 and (ii) as of and for the fiscal year ended December 31, 2025; and

•        the unaudited condensed consolidated financial statements of Everli as of and for the six months ended June 30, 2026, and the audited consolidated financial statements of Everli (i) as of December 31, 2024, and for the period from January 4, 2024 to December 31, 2024 and (ii) as of and for the fiscal year ended December 31, 2025.

Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the financial statements of Melar and Everli, as applicable, included in this proxy statement/prospectus.

Melar

The financial statements of Melar included in this proxy statement/prospectus have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and denominated in U.S. dollars.

Everli

Everli was initially incorporated in the State of Delaware on January 4, 2024. On March 5, 2024, Everli changed its jurisdiction of incorporation from Delaware to Nevada. The reincorporation was completed through a statutory domestication under applicable Delaware and Nevada corporate laws. The reincorporation had no impact on the Everli’s consolidated financial statements. The financial statements of Everli included in this proxy statement/prospectus have been prepared in accordance with GAAP.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Melar and Everli rely on and refer to industry data, information and statistics regarding the markets in which Everli competes from publicly available information, industry and general publications and research and studies conducted by third parties. Each of Melar and Everli has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. The industry in which New Melar will operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of data, the voluntary nature of the data gathering process and other limitations and uncertainties. Finally, while each of Melar and Everli believes its own internal estimates and research are reliable, and is not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section of this proxy statement/prospectus entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

Notwithstanding anything in this proxy statement/prospectus to the contrary, Melar and Everli are responsible for all disclosures in this proxy statement/prospectus.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This proxy statement/prospectus contains references to trademarks and service marks belonging to other entities.

Each of Melar and Everli and its affiliates own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

DEFINED TERMS

In this document the following terms, when capitalized, have the following meanings.

“$,” “USD,” “US$” and “U.S. dollar” each refer to the legal currency of the United States.

“Administrative Services Agreement” refers to that certain administrative services agreement, dated June 17, 2024, by and between Melar and MCG, in connection with the Melar IPO.

“Ancillary Documents” refers to each agreement, instrument or document attached to the Merger Agreement as an exhibit and the Lock-Up Agreement, the Voting Agreements, the Non-Competition Agreement, the Registration Rights Agreement, the Insider Letter Agreement Amendment and the other agreements, certificates and instruments to be executed or delivered by any of the parties to the Merger Agreement in connection with or pursuant thereto, including any employment agreements as of the Closing and any Financing Agreements.

“Bridge Financing” refers to a bridge financing acceptable to Everli and Melar for an aggregate investment in Everli of at least $10 million, which has been satisfied by the issuance of the Everli Note and the Everli Convertible Note.

“Business Combination” refers to the transactions contemplated by the Merger Agreement.

“Cayman Companies Act” or “Cayman Act” refers to the Companies Act (Revised) of the Cayman Islands, as amended from time to time.

“CCM” refers to Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, among other things, served as a representative of the underwriters in the Melar IPO.

“Closing” refers to the consummation of the Business Combination.

“Code” refers to the Internal Revenue Code of 1986, as amended.

“Combination Period” refers to the period from the closing of the Melar IPO to December 20, 2026, that Melar has to consummate an initial business combination; provided that the Combination Period may be extended pursuant to an amendment to the Current Charter and consistent with applicable laws, regulations and stock exchange rules, or shortened at the discretion of the Melar Board.

“Contractual Maximum Redemption” refers to the maximum redemption by Melar Public Shares of 3,008,709 Melar Public Shares, with 915,214 Melar Public Shares not redeemed, at the Closing while still satisfying minimum cash scenario (i.e., $10 million remaining in the Trust Account).

“CST” or “Escrow Agent” refers to Continental Stock Transfer & Trust Company.

“Current Charter” refers to the Amended and Restated Memorandum and Articles of Association of Melar in effect as of the date of this proxy statement/prospectus.

“Domestication” refers to the de-registration of Melar from the Register of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Nevada as a corporation.

“Effective Time” refers to the effective time of the Merger.

“Escrow Account” refers to a segregated escrow account holding the Escrow Property by CST.

“Escrowed Seller” refers to Salvatore Palella.

“Escrow Shares” refers to the 1,500,000 shares of New Melar common stock (which will solely consist of New Melar Class A common stock, except to the extent that there are not a sufficient number of shares of New Melar Class A common stock that would otherwise be issuable to the Escrowed Seller, in which case, New Melar Class B common stock will be used to make up such shortfall), together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted.

“Escrow Property” refers to the Escrow Shares along with any other dividends, distributions, or other income on the Escrow Shares.

“Escrow Release Date” refers to the date that is twenty-four (24) months after the Closing date.

“Everli” refers, as the context requires, to Everli Global Inc., a Nevada corporation, and its successors, either alone or together with its consolidated subsidiaries.

“Everli Common Stock” refers to Everli’s Class A common stock and Class B common stock.

“Everli Class A common stock” refers to Everli’s Class A common stock, with a par value of $0.0001 per share, which shares have one vote per share.

“Everli Class B common stock” refers to Everli’s Class B common stock, with a par value of $0.0001 per share, which shares have thirty (30) votes per share.

“Everli Equity Investment” refers to equity investments in Everli on terms mutually agreeable to Everli and Melar, in an aggregate amount to be determined by Melar and Everli.

“Everli Convertible Note” refers to that certain secured promissory note and pledge agreement, dated as of October 21, 2025, by and among MCG, Everli, Melar, Escrowed Seller and Palella Holdings.

“Everli Note” refers to that certain amended and restated secured promissory note and pledge agreement, dated as of August 18, 2025, as amended on September 12, 2025, September 29, 2025, and March 30, 2026 by and among Melar, Everli and Palella Holdings.

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

“Founder Shares” refers to the 5,621,621 Melar Class A ordinary shares received upon conversion of the same number of Melar Class B ordinary shares and the one Melar Class B ordinary share held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 prior to the Melar IPO.

“FASB” refers to the Financial Accounting Standards Board.

“GAAP” refers to accounting principles generally accepted in the United States of America.

“GTV” refers to gross transaction value.

“Houlihan” refers to Houlihan Capital, LLC.

“Incentive Plan” refers to, collectively, the Everli Global Holdings Inc. 2026 Equity Incentive Plan, as amended from time to time, and each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of Everli or its subsidiaries of rights of any kind to receive designated equity securities of Everli or its subsidiaries or benefits measured in whole or in part by reference to equity securities of Everli or its subsidiaries.

“Insider Letter” refers to the letter agreement, dated as of June 17, 2024, by and among Melar, the Sponsor and the other parties thereto, in connection with the Melar IPO.

“Investment Company Act” refers to the Investment Company Act of 1940, as amended.

“IRS” refers to the Internal Revenue Service.

“Jones” refers to JonesTrading Institutional Services LLC, the capital markets advisor to Everli.

“Lock-up Agreement” refers to the lock-up agreement to be entered into by and between Palella Holdings and Melar at or prior to the Closing.

“MCG” refers to Melar Capital Group LLC, an affiliate of the Sponsor.

“Meeting” means the extraordinary general meeting of shareholders of Melar, to be held at _______, Eastern Time, on _______, 2026, at _______.

“Melar Board” refers to the board of directors of Melar.

“Melar Class B Shareholders” means the holders of the Melar Class B ordinary shares.

“Melar IPO” refers to the initial public offering of Melar units, which was consummated on June 20, 2024, including an over-allotment option with respect thereto. Each unit issued consisted of one Melar Class A ordinary share and one-half of one redeemable Melar Public Warrant, each whole Melar Public Warrant entitling the holder thereof to purchase one Melar Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.

“Melar Private Placement Warrants” or “Private Placement Warrants” refers to the 5,000,000 redeemable Melar warrants sold in the private placement that occurred simultaneously with the closing of the Melar IPO at a price of $1.00 per warrant.

“Melar Public Warrants” refers to the 8,000,000 redeemable Melar warrants sold as part of the Units in the Melar IPO.

“Melar Shareholders” refers to holders of Melar ordinary shares.

“Melar Units” means the units sold in the Melar IPO each consisting of one Melar Class A ordinary share and one half of one redeemable Melar Public Warrant with each whole warrant entitling the holder thereof to purchase one Melar Class A ordinary share for $11.50 per share.

“Melar Warrants” refers to each outstanding public and private warrant of Melar entitling the holder of one whole Melar warrant to purchase one Melar Class A ordinary share per warrant at a price of $11.50 per whole share. At the effective time of the Business Combination, each whole Melar warrant will be exchanged for or converted into one New Melar Warrant entitling the holder to purchase one share of New Melar common stock per warrant at the same exercise price of $11.50 per whole share, subject to adjustment of such price as defined in the Warrant Agreement, and preserving the existing public or private nature of such Melar warrant.

“Merger” refers to the merger of Merger Sub into Everli, with Everli continuing as the surviving entity and wholly-owned subsidiary of New Melar, and with each Everli shareholder receiving ordinary shares of Melar at the Closing.

“Merger Agreement” refers to that certain Agreement and Plan of Merger, dated as of July 30, 2025, as amended on October 2, 2025 and December 8, 2025 (as it may be further amended, supplemented and/or restated from time to time), by and among Melar, Merger Sub, Everli, the Sponsor, in the capacity thereunder as the representative for the shareholders of Melar (other than the Escrowed Seller and his successors and assigns) from and after the Closing of the Business Combination, and Escrowed Seller.

“Merger Consideration” refers to a number of shares of New Melar common stock with an aggregate value equal to the sum of (i) One Hundred and Eighty Million Dollars ($180,000,000), plus (ii) the gross proceeds of the Bridge Financing, if any, that has converted into Everli common stock, plus (iii) the Everli Equity Investment, if any, with each share of New Melar common stock valued at $10.00.

“Merger Consideration Shares” refers to the shares of New Melar common stock paid as Merger Consideration.

“Merger Sub” refers to MAC I Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Melar.

“New Melar” refers to the surviving entity after giving effect to the Closing, with Everli as its direct subsidiary.

“New Melar Class A common stock” refers to shares of New Melar Class A common stock, par value $0.0001 per share.

“New Melar Class B common stock” refers to shares of New Melar Class B common stock, par value $0.0001 per share.

“New Melar common stock” refers to, collectively, New Melar Class A common stock and New Melar Class B common stock.

“New Melar Warrants” refers to the redeemable warrants issuable by New Melar in the Business Combination.

“Non-Competition Agreement” refers to the non-competition and non-solicitation agreement entered into by and among Palella Holdings, Everli, and Melar simultaneously with the execution and delivery of the Merger Agreement.

“NRS” refers to the Nevada Revised Statutes.

“Palella Holdings” or “Voting Shareholder” refers to Palella Holdings LLC, the majority shareholder of Everli.

“PFIC” refers to passive foreign investment company.

“PIPE Investment” refers to the financing agreements with potential investors (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as trust account non-redemption or backstop arrangements or otherwise), in each case on terms mutually agreeable to Everli and Melar, in an aggregate amount of up to $30,000,000.

“Proposals” refers to the proposals discussed in this proxy statement/prospectus.

“Proposed Bylaws” refers to the proposed Bylaws of New Melar to be adopted at the Meeting and effective upon the Closing.

“Proposed Charter” refers to the Amended and Restated Articles of Incorporation of New Melar to be adopted at the Meeting and effective as so declared by the Secretary of State of Nevada.

“Proposed Organizational Documents” refers to, collectively, the Proposed Charter and the Proposed Bylaws.

“Public Shares” refers to the Melar Class A ordinary shares issued in the Melar IPO.

“Public Shareholders” refers to holders of the Public Shares.

“Registration Rights Agreement” refers to the registration rights agreement to be entered into by and among Melar and certain of the Everli shareholders who are expected to be affiliates of New Melar immediately after the Closing.

“Seaport” refers to Seaport Global Securities LLC, which, among other things, served as a representative of the underwriters in the Melar IPO.

“SEC” refers to the U.S. Securities and Exchange Commission.

“Securities Act” refers to the Securities Act of 1933, as amended.

“SPAC” refers to a special purpose acquisition company.

“SPAC Representative” refers to the Sponsor in the capacity as the representative for the shareholders of Melar (other than the Escrowed Seller).

“Sponsor” refers to Melar Acquisition Sponsor I LLC, a Delaware limited liability company.

“Sponsor Note” refers to Melar’s certain amended and restated promissory note, dated as of August 18, 2025, as amended on September 12, 2025, September 29, 2025, and March 30, 2026 in the aggregate principal amount of up to $3,611,111 to the Sponsor.

“Transaction Financing” refers to (i) the Bridge Financing, (ii) Everli Equity Investment, and (iii) PIPE Investment.

“Trust Account” refers to the trust account that holds certain proceeds of the Melar IPO, maintained by CST, acting as trustee.

“VAT” refers to value-added tax.

“Voting Agreement” refers to the voting agreement entered into simultaneously with the Merger Agreement by and among Everli, Melar, Palella Holdings, indicating the agreement of such shareholders to vote their shares in favor of the Merger Agreement and the Business Combination.

“VWAPs” refers to volume-weighted average prices.

“Warrant Agreement” refers to that certain warrant agreement entered into on June 17, 2024, between Melar and CST, in connection with the Melar IPO.

“Working Capital Loans” refer to the working capital loans to Melar to finance transaction costs in connection with an intended initial business combination, as evidenced by the Working Capital Note.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Melar and Everli and their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        financial results or strategies regarding Melar and Everli,

•        Everli, the Business Combination and statements regarding the anticipated benefits and timing of the completion of the Business Combination,

•        New Melar’s listing on any securities exchange post-Closing,

•        future financial condition and performance and expected financial impacts of the Business Combination, and

•        the satisfaction of closing conditions to the Business Combination.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of Melar and Everli as of any subsequent date, and neither Melar nor Everli undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or to instruct how your vote should be cast or how you should vote your shares on the Proposals. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of New Melar post-Closing may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•        the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of securities of Melar;

•        the risk that the Business Combination may not be completed by the end of the Combination Period;

•        the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of Melar Shareholders;

•        failure to realize the anticipated benefits of the Business Combination;

•        the level of redemptions of the Public Shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing or trading of the Public Shares or the shares of New Melar common stock;

•        the failure of New Melar to obtain or maintain the listing of its securities on any securities exchange after the Closing;

•        costs related to the Business Combination;

•        changes in business, market, financial, political and regulatory conditions;

•        Everli’s ability to execute its business model, including market acceptance of its products;

•        risks related to Everli’s future growth;

•        risks related to Everli’s actual or potential litigation, regulatory proceedings or other disputes;

•        Everli’s future capital requirements and sources and uses of cash;

•        risks related to natural disasters, pandemics, and other catastrophic events, and by man-made problems such as war and regional geopolitical conflicts around the world;

•        Everli’s ability to attract and retain key personnel;

•        risks related to Everli’s reliance on third-party service providers, suppliers and business partners;

•        risks related to increased competition and pricing pressure in Everli’s industry;

•        data protection or cybersecurity incidents and related regulations;

•        risks that after the Closing, New Melar experiences difficulties managing its growth and expanding operations;

•        the outcome of any potential legal proceedings that may be instituted against Melar or others following the announcement of the Business Combination; and

•        other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

While forward-looking statements reflect Melar’s and Everli’s good faith beliefs, as applicable, they are not guarantees of future performance. Except as otherwise required by applicable law, Melar and Everli disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement/prospectus. For a further discussion of these and other factors that could cause Melar’s and Everli’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see “Risk Factors.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Melar and Everli.

Questions and Answers About the Proposals

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Meeting and the Proposals. The following questions and answers do not include all the information that is important to Melar Shareholders. Melar Shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Meeting.

Q:     Why am I receiving this proxy statement/prospectus?

A:     Melar entered into the Merger Agreement, with Merger Sub, Everli, the Sponsor and the Escrowed Seller. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Effective Time, Melar will de-register from Registrar 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, and (ii) at the Effective Time, Merger Sub will merge with and into Everli, with Everli continuing as the surviving entity and a wholly-owned subsidiary of New Melar, and with each Everli shareholder receiving shares of New Melar common stock at the Closing.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q:     What is being voted on at the Meeting?

A:     Melar Shareholders or Melar Class B Shareholders are being asked to vote to approve the following Proposals:

(1)    The Business Combination Proposal — to approve the Merger Agreement and the Business Combination. See “The Business Combination Proposal.”

(2)    The Domestication Proposal — to approve and authorize the Domestication and the Domestication Organizational Documents. See “The Domestication Proposal.”

(3)    The Charter Proposal — to approve the Proposed Charter and the Proposed Bylaws. See “The Charter Proposal.”

(4)    The Organizational Documents Proposal — to consider and vote, on a non-binding advisory basis, eight (8) separate proposals to approve the material differences between the Current Charter and the Proposed Charter and Proposed Bylaws, specifically:

•        Advisory Proposal A — to approve the authorized capital stock of New Melar of 1,200,000,000 shares of New Melar Class A common stock, par value $0.0001 per share and 50,000,000 shares of New Melar Class B common stock, par value $0.0001 per share.

•        Advisory Proposal B — to approve that the number of directors that shall constitute the New Melar Board shall be fixed from time to time exclusively by resolution of the New Melar Board.

•        Advisory Proposal C — to approve the requirement that any director may be removed only for cause and only by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of New Melar entitled to vote thereon, voting together as a single class.

•        Advisory Proposal D — to approve that any alteration, amendment or repeal of certain provisions of the Proposed Charter will require the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class.

•        Advisory Proposal E — to approve that the alteration, amendment or repeal of the Proposed Bylaws will require the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class.

•        Advisory Proposal F — to approve that stockholders will be permitted to act by written consent in lieu of holding a meeting of stockholders.

•        Advisory Proposal G — to approve the change of the post-Business Combination corporate name from “Melar Acquisition Corp. I” to “Everli Global Holdings Inc.” to make the post-Business Combination company’s corporate existence perpetual and to eliminate provisions specific to its status as a blank check company.

•        Advisory Proposal H — to approve the terms, rights and voting powers of the New Melar Class B common stock.

(5)    The Director Election Proposal — to approve the election and appointment of five (5) directors, effective upon the Closing, to serve on the New Melar Board until their respective successors are duly elected and qualified, or until such directors’ earlier death, resignation or removal. See “The Director Election Proposal.”

(6)    The Nasdaq Proposal — to approve for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of (i) the Merger Consideration Shares, and (ii) additional shares of New Melar common stock (a) upon conversion of the Working Capital Loan and (b) pursuant to the Incentive Plan. See “The Nasdaq Proposal.”

(7)    The Incentive Plan Proposal — to approve the Incentive Plan in the form attached to this proxy statement/prospectus as Annex E, which, if approved by the Melar Shareholders and adopted by New Melar, will be available to New Melar on a go-forward basis from the Closing. See “The Incentive Plan Proposal.”

(8)    The Insider Letter Amendment Proposal — to approve the Insider Letter Amendments, attached to this proxy statement/prospectus as Annex G, to revise, among other matters, effective as of the Closing, the post-Closing lock-up period applicable to the New Melar Class A common stock issued in exchange for the Founder Shares held by the Sponsor and such insiders, pursuant to the Merger Agreement will be reduced from one (1) year to six (6) months (subject to early release upon certain customary specified events), and pursuant to which Everli will be given third-party beneficiary rights thereunder. See “The Insider Letter Amendment Proposal.”

(9)    The Adjournment Proposal — to approve the adjournment of the Meeting to a later date or dates, if it is determined by Melar that additional time is necessary or appropriate to complete the Business Combination or for any other reason. See “The Adjournment Proposal.”

Melar will hold the Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Melar Shareholders should read it carefully.

The vote of Melar Shareholders is important. Melar Shareholders are encouraged to return their proxies as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     What will happen to the Melar Class A ordinary shares and Melar Warrants in connection with the Domestication and the Closing?

A:     Melar Class A ordinary shares and Melar Public Warrants are currently listed on Nasdaq under the symbols “MACI” and “MACIW,” respectively.

At the time of the Domestication, each Melar Warrant then issued and outstanding will, by operation of law, automatically convert into one warrant of Melar, the Nevada corporation, entitling the holder to purchase one share of Melar Class A common stock per warrant at the same exercise price of $11.50 per whole share, subject to adjustment of such price as defined in the Warrant Agreement, and preserving the existing public or private nature of such Melar Warrant. This conversion occurs upon the effectiveness of the Domestication and is not dependent on whether the Melar Class A ordinary shares are redeemed in connection with the Business Combination. Melar Shareholders who redeem their Melar Class A ordinary shares may continue to hold any Melar Public Warrants that they own at such time. At the Effective Time of the Business Combination, each whole warrant of Melar, the Nevada corporation, will remain as one New Melar Warrant entitling the holder to purchase one share of New Melar Class A common stock per warrant at the same exercise price of $11.50 per whole share, subject to adjustment of such price as defined in the Warrant Agreement, and preserving the

existing public or private nature of such warrant. In connection with the Closing, holders of Melar Class A ordinary shares will be exchanged into one share of New Melar Class A common stock for each Melar Class A ordinary share they hold prior to the Domestication.

New Melar intends to apply for listing, to be effective at the time of the Closing, of its shares of New Melar Class A common stock and New Melar Warrants on Nasdaq under the symbols “EVRL” and “EVRLW,” respectively.

Q:     What equity stake will current Public Shareholders, the Sponsor and the Everli security holders hold in New Melar immediately after the completion of the Business Combination?

A:     Upon the completion of the Business Combination, assuming (a) no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, (b) no portion of the Bridge Financing is converted into New Melar common stock, (c) there is no Everli Equity Investment and no PIPE Investment, and (d) no shares of New Melar common stock are issued pursuant to the Incentive Plan, (i) Public Shareholders, (ii) the Sponsor and (iii) the Everli security holders, in each case, will own approximately 19.9%, 28.5% and 51.6% of the issued and outstanding shares of New Melar Class A common stock, respectively, and 0%, 0% and 100% of the issued and outstanding shares of New Melar Class B common stock, respectively.

If any of the Public Shareholders exercise their redemption rights, the percentage of the issued and outstanding shares of New Melar common stock held by the Public Shareholders will decrease and the percentages of issued and outstanding shares of New Melar common stock held by the Sponsor and the Everli security holders, will each increase, in each case relative to the percentage held if none of the Public Shares are redeemed. Public Shareholders that do not redeem their Public Shares in connection with vote on the Business Combination will experience dilution upon the issuance of any shares of New Melar common stock pursuant to the Incentive Plan and other future equity issuances by New Melar that are unanticipated as of the date of this proxy statement/prospectus.

The table below illustrates varying beneficial ownership levels (on an economic and voting basis) in New Melar immediately upon Closing, assuming no Bridge Financing is converted into New Melar common stock, and there is no Everli Equity Investment and no PIPE Investment. The table sets out the beneficial ownership levels for the following scenarios: No Redemptions, 50% Redemptions (1,961,962 Melar Class A ordinary shares are redeemed by Public Shareholders), and Contractual Maximum Redemptions (3,008,709 Melar Class A ordinary shares are redeemed by Public Shareholders), which represents the minimum cash scenario (i.e., $10 million remaining in the Trust Account). If any of these assumptions or scenarios are not correct, these percentages will be different, as they will be if any of the New Melar Warrants are exercised.

Potential ownership of issued and outstanding shares of New Melar common stock upon Closing (excluding shares underlying New Melar Warrants, the PIPE Investment, the Everli Equity Investment and potential conversion of Bridge Financing):

____________

*        Less than 1%.

The table below illustrates varying beneficial ownership levels (on an economic and voting basis) in New Melar immediately upon Closing, assuming the principal amount of the convertible Bridge Financing is converted into New Melar common stock (750,000 shares of New Melar Class A common stock), and a $30 million PIPE

Investment (assuming the issuance of 3,000,000 shares of New Melar Class A common stock). The table sets out the beneficial ownership levels for the following scenarios: No Redemptions, 50% Redemptions (1,961,962 Melar Class A ordinary shares are redeemed by Public Shareholders), and Contractual Maximum Redemptions (3,008,709 Melar Class A ordinary shares are redeemed by Public Shareholders), which represents the minimum cash scenario (i.e., $10 million remaining in the Trust Account). If any of these assumptions or scenarios are not correct, these percentages will be different, as they will be if any of the New Melar Warrants are exercised.

Potential ownership of issued and outstanding shares of New Melar common stock upon Closing (excluding shares underlying New Melar Warrants and the Everli Equity Investment but including conversion of Bridge Financing and a $30 million PIPE Investment):

____________

*        Less than 1%.

The amounts in the table above (i) only include the principal amount of the Bridge Financing that is convertible and exclude any interest thereon that is convertible, and it assumes a conversion price of $10.00 (ii) assume that the PIPE Investment will not exceed $30,000,000 in exchange of the issuance of 3,000,000 shares of New Melar Class A common stock, and that such amounts may ultimately differ from what is included in the table and (iii) assume there is no conversion of the notes under the Yorkville Note Purchase Agreement.

Dilution

Dilution per share to Public Shareholders is determined by Melar’s net tangible book value (“NTBV”) per share, as adjusted, while excluding the Business Combination, while giving effect to material probable or consummated transactions and other material effects on NTBV per share, from the Public Shareholders as set forth as follows under three redemption scenarios.

The following table illustrates NTBV per share and the change in NTBV per share, as adjusted, following the Closing, excluding the other effects of the Business Combination, while giving effect to probable or consummated transactions that are material and other material effects on NTBV per share. These are presented in relation to the offering price per Public Share in the Melar IPO as set forth as follows under the three redemption scenarios:

The following table illustrates NTBV per share and the change in NTBV per share, as adjusted, following the Closing, excluding the other effects of the Business Combination, while giving effect to probable or consummated transactions that are material and other material effects on NTBV per share. Compared to the previous table, the table below includes the potential impact of 3,750,000 shares of New Melar Class A common stock issued for a $30 million PIPE Investment (shares of 3,000,000 New Melar common stock), the conversion of $7.5 million of Bridge Financing principal into 750,000 shares of New Melar Class A common stock and the issuance of the YA Fifth Convertible Note for $2 million as gross proceeds. These are presented in relation to the offering price per Public Share in the Melar IPO as set forth as follows under the three redemption scenarios:

____________

(1)      See table below for reconciliation of net tangible book value, as adjusted.

For purposes of Item 1604(c)(1) of Regulation S-K, New Melar would have a minimum of 27,545,545 total shares of New Melar common stock outstanding immediately after giving effect to the Business Combination under the “No Redemptions” scenario excluding shares underlying New Melar Warrants, the PIPE Investment, the Everli Equity Investment and potential conversion of Bridge Financing. Where there are no redemptions of Public Shares prior to the Closing, Melar valuation is based on the $10.00 issuance price per Public Share in the Melar

IPO and is therefore calculated as: $10.00 (Melar per share Melar IPO price) multiplied by 27,545,545 shares, or $275,455,450. The following table illustrates the valuation at the $10.00 issuance price per share in the Melar IPO for each redemption scenario:

The foregoing required disclosure is not a guarantee that the trading price of New Melar common stock will not be below the offering price in the Melar IPO, nor is the required disclosure a guarantee that New Melar will attain any of the levels of valuation presented.

The above discussion and table are based on 9,545,545 Melar ordinary shares outstanding on __________, 2026.

The above discussion and table also exclude potential dilutive effects associated with future issuances or grants of equity or equity-linked securities by New Melar pursuant to the Incentive Plan expected to be adopted in connection with the Closing.

The aforementioned equity issuances are not the only sources of potential dilution to the relative ownership percentage associated with shares of New Melar common stock held by non-redeeming Public Shareholders after the Closing; any additional equity and equity-linked issuances by New Melar may result in additional dilution to Public Shareholders’ percentage ownership in New Melar, potentially significantly, and may have other effects, as described above and as further described in the “Risk Factors” section of this proxy statement/prospectus.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Summary of the Proxy Statement/Prospectus — Ownership of New Melar After the Transactions” and “Summary of the Proxy Statement/Prospectus — Dilution” as described above. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:     What conditions must be satisfied or waived to complete the Business Combination?

A:     There are a number of closing conditions to the Business Combination in the Merger Agreement, including, but not limited to, the following: (i) approval by the Melar Shareholders of the Condition Precedent Proposals; (ii) approval of the Business Combination by the shareholders of Everli; (iii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iv) procurement of requisite consents; (v) no law or order preventing the Business Combination; (vi) this registration statement having been declared effective by the SEC; (vii) approval of the Melar common stock for listing on Nasdaq; and (viii) consummation of Domestication.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see “The Business Combination — The Merger Agreement” and “The Business Combination — Ancillary Documents.”

Q:     Why is Melar providing Melar Shareholders with the opportunity to vote on the Business Combination?

A:     Under the Current Charter, Melar must provide all Public Shareholders with the opportunity to have their Public Shares redeemed upon the consummation of Melar’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote on the business combination. For business reasons and pursuant to Cayman Islands law requirements, Melar has elected to structure the Business Combination in such a way as to provide

Public Shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Melar is seeking to obtain the approval of the Melar Shareholders of the Business Combination Proposal, among the other Proposals, in order to allow the Public Shareholders to effectuate redemptions of their Public Shares in connection with the consummation of the Business Combination.

Q:     Are there any arrangements to help ensure that there will be sufficient funds to consummate the Business Combination?

A:     Pursuant to the Merger Agreement, Melar has agreed to use its reasonable best efforts to introduce Everli to investors to enter into financing agreements for senior secured convertible debt investments into Everli as the Bridge Financing, on terms mutually agreeable to Everli and Melar, for an aggregate amount equal to at least $10,000,000, which has been satisfied by the issuance of the Everli Note and the Everli Convertible Note.

Melar, Everli and Palella Holdings entered into the Everli Note, dated as of August 18, 2025, as amended on September 12, 2025, September 29, 2025, and March 30, 2026, for the aggregate principal amount of $3,611,111. Melar’s repayment obligations under the Sponsor Note are contingent on the repayment of the Everli Note and the proceeds under the Everli Note (including any collateral that is taken or sold) are the sole source for repayment of the Sponsor Note.

MCG entered into the Everli Convertible Note, dated as of October 21, 2025, with Everli and other parties named therein for a loan to Everli in the aggregate principal amount of $7,500,000, of which $750,000 was original issue discount (“OID”), bearing interest at 17.5% per annum and secured by the assets of Everli and its subsidiaries. The principal and accrued interest of the Everli Convertible Note shall be due and payable in cash on the twelfth-month anniversary of the issuance date of such note. The Everli Convertible Note is convertible into New Melar Class A common stock at any time on or after the Business Combination at a conversion rate equal to (i) the dollar amount of the note being converted divided by (ii) a per share price equal to the lower of (x) the per share amount paid to a Public Shareholder in connection with a redemption or (y) 90% of the VWAPs (as defined below) during the five consecutive trading days immediately preceding such conversion. MCG is not a party to the Insider Letter, and thus not subject to the lock-up restrictions thereunder.

On June 11, 2026, Melar issued the Working Capital Note in the aggregate principal amount of up to $1,500,000 to the Sponsor with respect to the Working Capital Loans. The Working Capital Note is interest bearing at 17.5% per annum and is repayable in full upon the earlier of (i) the date on which Melar consummates its initial business combination and (ii) the date of Melar’s liquidation. Up to $1,500,000 of the Working Capital Note may be converted into up to 1,500,000 New Melar Warrants at a price of $1.00 per warrant at the option of the lender, would be repaid (or converted) at the Closing. As of the date of this proxy statement/prospectus, $______ of Working Capital Loans are outstanding.

The proceeds from the Bridge Financing will be used to pay any transaction expenses of the parties, administrative expenses of the parties and any remainder will be used for general corporate purposes prior to the Closing and the proceeds from the Trust Account (net of any amounts used to fund the redemptions of Public Shares) will be used to pay the foregoing expenses at and after the Closing. In addition, Melar and Everli may seek to arrange for additional third-party financing, including the PIPE Investment and Everli Equity PIPE Investment, which may be in the form of debt (including convertible notes) or equity, or Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise, the proceeds of which would be used for a variety of purposes.

Q:     Under what circumstances will the number of shares to be issued as Merger Consideration vary?

A:     At the time of entry into the Merger Agreement, Melar had assigned a value of $180,000,000 to Everli and its operations. Such value is to be paid for by the issuance of 18,000,000 shares of common stock of New Melar (consisting of 10,180,928 shares of New Melar Class A common stock and 7,819,072 shares of New Melar Class B common stock), each valued at $10.00 per share. However, Melar and Everli agreed that the value of Everli would increase by the amount of certain equity investments into Everli between the date of the Merger Agreement and the Effective Time. As a result, the number of shares New Melar Class A common stock to be issued as Merger Consideration is to increase by one share of Class A Common Stock for each $10.00 invested in Everli through both of (i) the conversion of any of the gross proceeds of the Bridge Financing into shares of Everli Class A common stock or (ii) the gross proceeds of the Everli Equity Investment, if any.

Any increase in the Merger Consideration due to the conversion of gross proceeds from the Bridge Financing or the Everli Equity Investment would only affect the number of shares of New Melar Class A common stock to be issued, and the number of shares New Melar Class B common stock to be issued as part of the Merger Consideration would remain at 7,819,072. The following table shows the total shares of common stock of New Melar to be issued as Merger Consideration if (i) none, 50% or 100% of all of the Bridge Financing is converted prior to the Effective Time and (ii) there is no Everli Equity Investment, the Everli Equity Investment is $15 million (which is equal to 50% of the maximum PIPE amount under the Merger Agreement) or if the Everli Equity Investment is $30 million (which is equal to 100% of the maximum PIPE amount under the Merger Agreement).

The amounts in the table above (i) only include the principal amount of the Bridge Financing that is convertible and exclude any interest thereon that is convertible, (ii) assume that the Everli Equity Investment will not exceed $30,000,000, and that such amounts may ultimately differ from what is included in the table and (iii) assume there is no conversion of the notes under the Yorkville Note Purchase Agreement.

The Merger Consideration will not be increased in the event funds are raised in the PIPE as such funds will go directly to New Melar and will not increase the deemed value of Everli.

Q:     How many votes do I have at the Meeting?

A:     Melar Shareholders are entitled to one vote at the Meeting for each Melar ordinary share held of record as of the Record Date. As of the close of business on the Record Date, there were 9,545,544 Melar Class A ordinary shares and one Melar Class B ordinary share issued and outstanding.

Q:     What vote is required to approve the proposals presented at the Meeting?

A:     To pass, each of the Business Combination Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Insider Letter Amendment Proposal and the Adjournment Proposal requires an ordinary resolution of the Melar Shareholders, which requires the affirmative vote of a simple

majority of the votes cast by, or on behalf of, the Melar Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, the Charter Proposal requires a special resolution of Melar Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the Melar Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, the Domestication Proposal requires a special resolution of Melar Class B Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the Melar Class B Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, the Director Election Proposal requires an ordinary resolution of Melar Class B Shareholders, which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the Melar Class B Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). Melar Shareholders are also being asked to approve, on a non-binding advisory basis, the Organizational Documents Proposal. Although the Melar Board is asking Melar Shareholders to approve the Organizational Documents Proposal on a non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on the Organizational Documents Proposal, the Proposed Charter and Proposed Bylaws will take effect upon the Closing if the Condition Precedent Proposals are approved.

Assuming a quorum is established, a Melar Shareholder’s failure to vote by proxy or to vote at the Meeting will have no effect on the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the Proposals. The Sponsor currently holds 5,621,622 Founder Shares, representing 58.9% of the issued and outstanding Melar ordinary shares, and will vote in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of Melar Shareholders by an ordinary resolution, in addition to the Sponsor’s Melar ordinary shares, Melar would not need any Public Shares to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of Melar Shareholders by a special resolution, in addition to the Sponsor’s Melar ordinary shares, Melar would need only 742,076, or 18.9%, of the 3,923,923 Public Shares (assuming all issued and outstanding Melar ordinary shares are voted at the Meeting), and would not need any Public Shares (assuming a minimum number of Melar ordinary shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved. With respect to the Domestication Proposal and the Director Election Proposal which requires a special resolution and an ordinary resolution, respectively, of Melar Class B Shareholders, Melar would only need the Sponsor, which is the owner of the one issued and outstanding Melar Class B ordinary share, to vote in favor of the Domestication Proposal and the Director Election Proposal in order to have such Proposals approved.

Q:     Are the Proposals conditioned on one another?

A:     Under the Merger Agreement, the approval by Melar Shareholders of the Condition Precedent Proposals are conditions to the consummation of the Business Combination. The approval of each Condition Precedent Proposal is conditioned on the approval of all of the other Condition Precedent Proposals. It is important for you to note that if Melar Shareholders do not approve all of the Condition Precedent Proposals, the Business Combination may not be consummated. The Organizational Documents Proposal, the Incentive Plan Proposal and the Insider Letter Amendment Proposal are conditional upon the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

Q:     What constitutes a quorum at the Meeting?

A:     A quorum of Melar Shareholders is necessary to hold a valid meeting. A quorum for the Meeting consists of the presence of the holders of at least one third of the then issued and outstanding Melar ordinary shares (whether in person (including via the virtual meeting platform) or by proxy). As of the Record Date, Melar Shareholders holding 3,181,849 Melar ordinary shares would be required to achieve a quorum at the Meeting. Since the Melar ordinary shares held by the Sponsor represent approximately 58.9% of the issued and outstanding Melar ordinary shares and will count towards this quorum, Melar will not need any Public Shares represented in person (including via the virtual meeting platform) or by proxy at the Meeting to have a valid quorum.

Q:     How will the Sponsor and Melar’s directors and officers vote?

A:     The Sponsor has agreed to vote its 5,621,622 Melar ordinary shares, representing 58.9% of the issued and outstanding Melar ordinary shares, in favor of each of the Proposals. While none of Melar’s executive officers or directors directly own any Melar ordinary shares, pursuant to the Insider Letter, each of Melar’s executive officers and directors have agreed to vote any Melar ordinary shares held by them in favor of the initial business combination, including the Business Combination. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if the Sponsor and Melar’s officers and directors had agreed to vote their Melar ordinary shares in accordance with the majority of the votes cast by Public Shareholders.

As a result, with respect to each Proposal that requires approval of Melar Shareholders by an ordinary resolution, in addition to the Sponsor’s Melar ordinary shares, Melar would not need any Public Shares to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of Melar Shareholders by a special resolution, in addition to the Sponsor’s Melar ordinary shares, Melar would need only 742,076, or 18.9%, of the 3,923,923 Public Shares (assuming all issued and outstanding Melar ordinary shares are voted at the Meeting), and would not need any Public Shares (assuming a minimum number of Melar ordinary shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved. With respect to the Domestication Proposal and the Director Election Proposal which requires a special resolution and an ordinary resolution, respectively, of Melar Class B Shareholders, Melar would only need the Sponsor, which is the owner of the one issued and outstanding Melar Class B ordinary share, to vote in favor of the Domestication Proposal and the Director Election Proposal in order to have such Proposals approved.

Q:     What interests do the Sponsor, Melar’s directors and executive officers and their affiliates have in the Business Combination?

A:     When Public Shareholders consider the recommendation of the Melar Board in favor of approval of the Business Combination and other Proposals, Public Shareholders should keep in mind that the Sponsor and Melar’s directors and officers have interests in the Proposals that are different from or in addition to (and which may conflict with), the interests of a Public Shareholder as a Melar Shareholder. These interests include, among other things:

•        As of the date hereof, the Sponsor is the record holder of 5,621,622 Founder Shares and 3,500,000 private placement warrants of Melar (the “Private Placement Warrants”), each Melar Private Placement Warrant entitling the holder thereof to purchase one Melar Class A ordinary share at a price of $11.50 per share, subject to adjustment. The following persons have material interests in the Sponsor: Eco Crown Global LLC and Melar Capital SPAC Sponsor I LLC are the managing members of the Sponsor; Gautam Ivatury, Melar’s Chief Executive Officer and Chairman, is the managing member of Eco Crown Global LLC; and Eric Lifshitz, Melar’s Chief Operating Officer and a director, is the managing member of Melar Capital SPAC Sponsor I LLC. Accordingly, Eco Crown Global LLC, Melar Capital SPAC Sponsor I LLC and Messrs. Gautam Ivatury and Eric Lifshitz may be deemed to have or share beneficial ownership of the Melar Class B ordinary shares and Melar Private Placement Warrants held directly by the Sponsor. Each of Melar’s other officers and directors is a member of the Sponsor and has indirect economic interests in Melar securities through the Sponsor: Edward Lifshitz holds an indirect interest in approximately 1,090,405 Founder Shares and 500,000 Melar Private Placement Warrants through membership interests of his majority-owned entity in the Sponsor, Dan Rosen holds an indirect interest in 20,000 Founder Shares through membership interests in the Sponsor Ken Ruggiero holds an indirect interest in 111,594 Founder Shares through membership interests in the Sponsor, and Tara Kenney holds an indirect interest in 20,000 Founder Shares through membership interests in the Sponsor and each of them disclaims any beneficial ownership other than to the extent of his or her pecuniary interest;

•        The Sponsor paid (i) $25,000, or approximately $0.004 per share, for 6,060,811 Founder Shares, 439,189 of which were forfeited by the Sponsor due to the partial exercise of over-allotment option by the underwriters in the Melar IPO, and (ii) $3,500,000, or $1.00 per warrant, for 3,500,000 Melar Private Placement Warrants. As of the date hereof, the aggregate value of such securities is estimated to be

approximately $_______ million, assuming (i) the per share value of the 5,621,622 Founder Shares is the same as the $________ closing price of the Melar Class A ordinary shares on Nasdaq on ________, 2026 and (ii) the per warrant value of the 3,500,000 Melar Private Placement Warrants is the same as the $________ closing price of the Melar Public Warrants on Nasdaq on ________, 2026;

•        Pursuant to terms of the Insider Letter, the Founder Shares, the Private Placement Warrants and the Melar Class A ordinary shares underlying the Private Placement Warrants are subject to certain lock-up restrictions whereby, subject to certain limited exceptions, such securities are not transferable or saleable (i) in the case of the Founder Shares, until the earlier of (A) one year after the completion of an initial business combination or earlier if, subsequent to an initial business combination, the closing price of the Melar Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after an initial business combination and (B) the date following the completion of an initial business combination on which Melar completes a liquidation, merger, share exchange or other similar transaction that results in all of Melar Shareholders having the right to exchange their Melar Class A ordinary shares for cash, securities or other property and (ii) in the case of the Private Placement Warrants and any Melar Class A ordinary shares issuable upon conversion or exercise thereof, until 30 days after the completion of an initial business combination; provided, however, that if the Insider Letter Amendment Proposal is approved by Melar Shareholders when presented at the Meeting, the foregoing lock-up terms will be amended as set forth in such proposal, upon the effectiveness of the Insider Letter Amendments at the Closing. The Sponsor may, on or before the Closing of the Business Combination, distribute some or all of the Founder Shares held by it and such distributed Founder Shares may be released from lock-up restrictions in connection with applicable stock exchange listing requirements. In this regard, while the Founder Shares are not the same as the Melar Class A ordinary shares, they are subject to certain restrictions that are not applicable to the Melar Class A ordinary shares, and may become worthless if Melar does not complete a business combination by the end of Combination Period; the aggregate value of the 5,621,622 Founder Shares owned by the Sponsor is estimated to be approximately $_____ million, assuming the per share value of the Founder Shares is the same as the $________ closing price of the Class A ordinary shares on Nasdaq on ________, 2026. MCG, an affiliate of the Sponsor, is not a party to the Insider Letter, and thus not subject to the lock-up restrictions thereunder;

•        The Sponsor, its affiliates or Melar’s directors and officers may make Working Capital Loans to Melar. On June 11, 2026, Melar issued the Working Capital Note in the aggregate principal amount of up to $1,500,000 to the Sponsor with respect to the Working Capital Loans. The Working Capital Note is interest bearing at 17.5% per annum and is repayable in full upon the earlier of (i) the date on which Melar consummates its initial business combination and (ii) the date of Melar’s liquidation. Up to $1,500,000 of the Working Capital Loans may be convertible into up to 1,500,000 warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Melar Private Placement Warrants. As of the date of this proxy statement/prospectus, $______ of Working Capital Loans are outstanding;

•        Melar issued the Sponsor Note, dated as of August 18, 2025, as amended on September 12, 2025, September 29, 2025, and March 30, 2026, in the aggregate principal amount of up to $3,611,111 to the Sponsor. Melar, Everli and Palella Holdings entered into the Everli Note, dated as of August 18, 2025, as amended on September 12, 2025, September 29, 2025, and March 30, 2026, for the aggregate principal amount of $3,611,111. Melar’s repayment obligations under the Sponsor Note are contingent on the repayment of the Everli Note and the proceeds under the Everli Note (including any collateral that is taken or sold) are the sole source for repayment of the Sponsor Note;

•        MCG, an affiliate of the Sponsor, entered into the Everli Convertible Note. The principal and accrued interest of the Everli Convertible Note shall be due and payable in cash on the twelfth-month anniversary of the issuance date of such note. The Everli Convertible Note is convertible into New Melar Class A common stock at any time on or after the Business Combination at a conversion rate equal to (i) the dollar amount of the note being converted divided by (ii) a per share price equal to the lower of (x) the per share amount paid to a Public Shareholder in connection with a redemption or (y) 90% of the VWAPs during the five consecutive trading days immediately preceding such conversion;

•        Melar has until December 20, 2026, or until such earlier liquidation date as the Melar Board may approve or such later date as the Melar Shareholders may approve in accordance with the Current Charter, to consummate a business combination. If the Business Combination with Everli is not consummated and Melar does not consummate another business combination by the end of the Combination Period, Melar will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the Melar Board, liquidating and dissolving, subject in each case to Melar’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the Founder Shares and Melar Private Placement Warrants held by the Sponsor would be worthless because the Sponsor has waived its right to participate in any redemption or distribution with respect to such securities;

•        The Sponsor and Melar’s directors and officers have agreed not to redeem any Melar ordinary shares held by them in connection with a shareholder vote to approve a proposed business combination, including the Business Combination;

•        The Current Charter provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as Melar, and (ii) Melar renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and Melar, on the other, or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. In the course of their other business activities, Melar’s directors and officers may have, or may become aware of, other investment and business opportunities which may be appropriate for presentation to Melar as well as the other entities with which they are affiliated. Except to the extent expressly assumed by contract, to the fullest extent permitted by applicable law, Melar’s directors and officers shall have no duty to communicate or offer any such corporate opportunity to Melar and shall not be liable to Melar or its shareholders for breach of any fiduciary duty as a shareholder, director and/or officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to Melar. Melar’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business combination opportunity should be presented, any pre-existing fiduciary obligation will be presented the business combination opportunity before Melar is presented with it. Melar does not believe that the pre-existing fiduciary duties or contractual obligations of its directors and officers materially impacted its search for an acquisition target;

•        Pursuant to the Registration Rights Agreement, the Sponsor will have the right to require New Melar, at New Melar’s expense, to register New Melar common stock that it holds on customary terms for a transaction of this type, including customary demand and piggyback registration rights. The Registration Rights Agreement will also provide that New Melar will pay certain expenses of the electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act;

•        The Sponsor, Melar’s directors and officers and their affiliates are entitled to reimbursement for any out-of-pocket expenses incurred by them in connection with certain activities on Melar’s behalf, such as identifying, investigating, negotiating and completing a business combination. If Melar does not complete a business combination by the end of the Combination Period, Melar may not have the cash necessary to reimburse these expenses. As of the date of this proxy statement/prospectus, none of the Sponsor, Melar’s directors and officers or their affiliates has incurred any such expenses which would be reimbursed at the Closing;

•        Melar’s directors and officers will be eligible for continued indemnification and continued coverage under a tail policy for Melar’s directors’ and officers’ liability insurance policy for up to a six-year period from and after the Closing for events occurring prior to the Closing, which tail policy is to be fully paid for by New Melar pursuant to the Merger Agreement. If the Business Combination does not close, Melar’s directors and officers may not receive this tail insurance coverage;

•        Pursuant to terms of the Administrative Services Agreement, MCG is entitled to $10,000 per month for office space, utilities, and secretarial and administrative support until the earlier of the completion of an initial business combination or Melar’s liquidation; and

•        The anticipated continuation of ________ as a director of New Melar following the consummation of the Business Combination. As such, in the future, ________ may receive any cash or equity compensation that New Melar Board determines to pay to ________.

For more information, see “Certain Relationships and Related Party Transactions.”

Q:     Did the Melar Board obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Business Combination?

A:     Yes. The Melar Board obtained a fairness opinion from Houlihan, dated September 11, 2025, attached to this proxy statement/prospectus as Annex F, which provided that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid by Melar in the Business Combination was fair, from a financial point of view, to Melar and its shareholders. Melar obtained such fairness opinion to (i) inform themselves with respect to all material information reasonably available to them and (ii) act with appropriate care in considering the Business Combination. See “The Business Combination Proposal — Opinion of Houlihan” for additional information.

Q:     What factors did the Melar Board consider in connection with its decision to recommend voting in favor of the Business Combination?

A:     The Melar Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the Melar Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the Melar Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.” Before reaching its decision, the Melar Board reviewed the information provided to it by its management, representatives of the Sponsor legal and financial advisors, including the analyses prepared by Houlihan, in its capacity as financial advisor to Melar, as further described in the section entitled “The Business Combination Proposal — Melar Board’s Reasons for Approval of the Business Combination — Guideline Company Analysis” below.

Among other items, the Melar Board reviewed the fairness opinion prepared by Houlihan utilizing information provided by Everli and publicly available information, as further described below, all of which helped form the basis for Houlihan’s analysis and which the Melar Board used in its review and approval of the terms of the Business Combination (including the consideration to be received by Melar Shareholders and members of Everli).

The Melar Board determined that pursuing a potential business combination with Everli would be an attractive opportunity for Melar and its shareholders as a whole, which determination was based on a number of factors. See “The Business Combination Proposal — Melar Board’s Reasons for Approval of the Business Combination.”

Q:     What are the material U.S. federal income tax consequences of the Domestication?

A:     For a description of the material U.S. federal income tax consequences of the Domestication, see “Material U.S. Federal Income Tax Considerations.”

Q:     What amendments will be made to the Current Charter?

A:     Pursuant to the Proposed Charter (and related Proposed Bylaws) to be adopted at the Closing, New Melar will (i) increase its authorized capitalization to 1,200,000,000 shares of New Melar Class A common stock and 50,000,000 shares of New Melar Class B common stock, (ii) provide that the size of the New Melar Board is set exclusively by board resolution, (iii) permit removal of directors only for cause by majority vote of total voting power, (iv) require a two-thirds vote to amend certain charter provisions, (v) require a majority vote to amend the Bylaws, (vi) permit stockholder action by written consent, (vii) change the post-Business Combination corporate name to “Everli Global Holdings Inc.” and make the corporation perpetual/eliminate SPAC-specific provisions, and (viii) set forth the terms, rights and voting powers of the New Melar Class B common stock.

Q:     How will the Business Combination affect my Melar Class A ordinary shares and Melar Warrants?

A:     Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Effective Time, Melar will 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, and (ii) at the Effective Time, Merger Sub will merge with and into Everli, with Everli continuing as the surviving entity and a wholly-owned subsidiary of New Melar, and with each Everli shareholder receiving shares of New Melar common stock at the Closing. At the time of the Domestication, each Melar Warrant then issued and outstanding will, by operation of law, automatically convert into one warrant of Melar, the Nevada corporation, entitling the holder to purchase one share of Melar Class A common stock per warrant at the same exercise price of $11.50 per whole share, subject to adjustment of such price as defined in the Warrant Agreement, and preserving the existing public or private nature of such Melar Warrant. This conversion occurs upon the effectiveness of the Domestication and is not dependent on whether the Melar Class A ordinary shares are redeemed in connection with the Business Combination. Melar Shareholders who redeem their Melar Class A ordinary shares may continue to hold any Melar Public Warrants that they own at such time. At the Effective Time of the Business Combination, each whole warrant of Melar, the Nevada corporation, will remain as one New Melar Warrant entitling the holder to purchase one share of New Melar Class A common stock per warrant at the same exercise price of $11.50 per whole share, subject to adjustment of such price as defined in the Warrant Agreement, and preserving the existing public or private nature of such warrant. In connection with the Closing, holders of Melar Class A ordinary shares will be exchanged into one share of New Melar Class A common stock for each Melar Class A ordinary share they hold prior to the Domestication.

For more information on the rights of shares of New Melar Class A common stock and New Melar Warrants, see “Description of New Melar Securities.”

Q:     How many votes per share is each class of New Melar common stock entitled?

A:     Upon Closing, the voting rights for each class of New Melar common stock will be as follows:

•        Each holder of New Melar Class A common stock will be entitled to one vote for each share of New Melar Class A common stock held of record by such holder on all matters on which stockholders are generally entitled to vote; and

•        Each holder of New Melar Class B common stock will be entitled to 30 votes for each share of New Melar Class B common stock held of record by such holder on all matters on which stockholders are generally entitled to vote. The Class B common stock super voting rights will sunset 12 years after the Closing.

Q:     What are the risks associated with the multiple class share structure?

A:     New Melar will have two classes of shares after Closing, with holders of New Melar Class A common stock being entitled to one vote for each share and holders of New Melar Class B common stock being entitled to 30 votes per share. The New Melar Class B common stock super voting rights will sunset 12 years after the Closing. As a result, New Melar will be a controlled company under Nasdaq listing standards after Closing, with decisions of New Melar being controlled by Salvatore Palella through his majority ownership of Palella Holdings, the sole person that will hold New Melar Class B common stock. Accordingly, Public Shareholders will be subject to the decisions of New Melar’s controlling shareholder and, if they are unhappy with any decisions made, will only be able to sell their shares of New Melar Class A common stock, potentially at a loss. At Closing, ______ shares of New Melar Class B common stock will represent approximately ______% of the outstanding shares of New Melar common stock, with dual class voting rights entitling such shares to 30 votes per share, representing over 92% of the voting power of all outstanding New Melar common stock immediately following the Closing, based on the assumptions set forth elsewhere in this proxy statement/prospectus.

This concentrated control could delay, defer or prevent a change of control, merger, consolidation or sale of all or substantially all of New Melar’s assets, or conversely this concentrated control could result in the consummation of such a transaction that the holders of New Melar Class A common stock do not support. See “Risk Factors” for a more detailed discussion of these risks.

Q:     Why is Melar proposing the Business Combination Proposal?

A:     Melar is a special purpose acquisition company incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Everli is a leading e-grocery marketplace and delivery platform in Italy, aiming to transform how consumers shop for groceries online, reducing friction in local commerce, and empower local economies by bridging the gap between consumers, retailers, brands, and shoppers. Based on Melar’s due diligence investigations of Everli and the industry in which it operates, including the financial and other information provided by Everli in the course of Melar’s due diligence, the Melar Board believes that the Business Combination with Everli is in the best interests of Melar and its shareholders as a whole and presents an opportunity to increase shareholder value. For further details, see “The Business Combination Proposal.”

Q:     Why is Melar proposing the Domestication Proposal?

A:     Melar is proposing the Domestication Proposal because the Business Combination is structured to result in Melar’s domestication from the Cayman Islands to Nevada, and the Domestication must be approved in order to consummate the Business Combination. For further details, see “The Domestication Proposal.”

Q:     Why is Melar proposing the Charter Proposal?

A:     The Melar Board is proposing the Charter Proposal to enable New Melar, among other matters, to continue as an operating company governed by the NRS, provide adequate authorized shares in connection with and after the consummation of the Business Combination, allow New Melar to issue New Melar Class B common stock, help with New Melar’s corporate governance, and identify New Melar as the publicly traded entity, among others. For further details, see “The Charter Proposal.”

Q:     Why is Melar proposing the Organizational Documents Proposal?

A:     The Melar Board is asking its shareholders to vote, on a nonbinding advisory basis, upon Organizational Documents Proposal to approve and adopt certain governance provisions contained in the Proposed Charter and the Proposed Bylaws. The Melar Board believes the matters highlighted in the Organizational Documents will enable New Melar to operate as envisioned by Everli’s management, the majority of whom are proposed to become the management of New Melar. In particular, these matters will enable New Melar, among other matters, to continue as an operating company governed by the NRS and provide adequate authorized shares in connection with and after the consummation of the Business Combination, allow New Melar to issue New Melar Class B common stock and help with New Melar’s corporate governance. Although the Melar Board is asking Melar Shareholders to approve the Organizational Documents Proposal, the Proposed Charter and Proposed Bylaws will take effect upon the Closing, if the Condition Precedent Proposals are approved. For further details, see “The Organizational Documents Proposal.”

Q:     Why is Melar proposing the Director Election Proposal?

A:     The Melar Shareholders’ approval of the Director Election Proposal is a condition precedent to consummate the Business Combination and enable New Melar to meet the requirements of Nasdaq after the Business Combination. For further details, see “The Director Election Proposal.”

Q:     Why is Melar proposing the Nasdaq Proposal?

A:     The Nasdaq Proposal is being submitted for the purpose of complying with the applicable provisions of Nasdaq Rules 5635(a), 5635(b) and 5635(d) in connection with the Business Combination and related share issuances. In addition, the approval of the Nasdaq Proposal provide flexibility for future issuances of New Melar securities under the Incentive Plan and upon the conversion of the Working Capital Loan, if any, without incurring the risk, delay and potential expense incident to obtaining the stockholder approval for a particular issuance. For further details, see “The Nasdaq Proposal.”

Q:     Why is Melar proposing the Incentive Plan Proposal?

A:     The Melar Board believes that the Incentive Plan Proposal can enable New Melar to offer its employees, officers, directors and consultants whose past, present and/or potential contributions to New Melar have been, are or will be important to the success of New Melar, an opportunity to acquire a proprietary interest in New Melar. For further details, see “The Incentive Plan Proposal.”

Q:     Why is Melar Insider Letter Amendment Proposal?

A:     The Melar Board believes the Insider Letter Amendment Proposal can facilitate the Business Combination. For further details, see “Insider Letter Amendment Proposal.”

Q:     Why is Melar proposing the Adjournment Proposal?

A:     The Melar Board believes the Adjournment Proposal can enable the Chairman of the Meeting to adjourn the Meeting to a later date in the event it is determined by Melar that additional time is necessary or appropriate to complete the Business Combination or for any other reason. For further details, see “The Adjournment Proposal.”

Q:     What happens if I sell my Public Shares before the Meeting?

A:     The Record Date is earlier than the date of the Meeting. If you transfer your Public Shares after the Record Date but before the date of the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting. However, you will not be able to seek redemption of your Public Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your Public Shares prior to the Record Date, you will have no right to vote those shares at the Meeting.

Q:     Do I have redemption rights?

A:     Pursuant to the Current Charter, holders of Public Shares may elect to have their Public Shares redeemed for cash at the then-applicable redemption price calculated as of two (2) business days prior to the Closing. As of the date of this proxy statement/prospectus, based on funds in Melar’s Trust Account of approximately $_____ million as of _____, 2026, this would have amounted to approximately $_____ per share. If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Continental Stock Transfer & Trust Company (“CST”) prior to the Meeting. See “Extraordinary General Meeting of Melar Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash. In connection with the Melar IPO, the Sponsor and Melar’s executive officers and directors agreed to waive any redemption rights with respect to any Melar ordinary shares held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and Melar’s executive officers and directors did not receive separate consideration for the waiver.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether or not you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise), or whether or not you are a holder and vote your Public Shares on the Business Combination Proposal (for or against) or any other Proposal. As a result, the Merger Agreement can be approved by Public Shareholders who will redeem their Public Shares, leaving Public Shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Trust Account assuming No Redemptions of the Public Shares, 50% Redemptions, and Contractual Maximum Redemptions as well as (ii) aggregate proceeds of $30 million, $22.5 million, $15 million, $7.5 million and $0 from the PIPE and the Everli Equity Investment following the Business Combination.

One of the conditions to the Closing is that Melar have $10,000,000 in cash and cash equivalents (including amounts remaining in the Trust Account but excluding portions of the PIPE and the Everli Equity Investment from investors introduced by Everli) at the time of the Closing.

Q:     What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemption by Public Shareholders. With fewer Public Shares and Public Shareholders, the trading market for shares of New Melar common stock may be less liquid than the market for Public Shares was prior to the Business Combination, and New Melar may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New Melar business will be reduced.

Q:     What happens if the Melar Shareholders vote against the Business Combination Proposal and the Business Combination is not consummated?

A:     Pursuant to the Current Charter, if the Business Combination Proposal is not approved and Melar does not otherwise consummate an alternative business combination by the end of the Combination Period, Melar must: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds redeem 100% of the issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account, including interest earned on the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) (which was approximately $______ million as of ______, 2026, or approximately $______ per share) divided by the number of Public Shares then issued and outstanding which redemption will completely extinguish Public Shareholders’ rights as members (including the right to receive further liquidation distributions, if any) subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve.

Q:     When do you expect the Business Combination to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set for ______, 2026. However, the Meeting could be adjourned, as described above. In addition, the Merger Agreement may be terminated by the parties upon the occurrence of certain events or the failure of certain events to occur. For a description of the conditions for the completion of the Business Combination, see “The Business Combination — Conditions to Closing.”

Q:     When and where is the Meeting?

A:     The Meeting will be held on ________, 2026 at _____ a.m., Eastern Time, at _________.

Q:     Can I attend the Meeting in person?

A:     Yes. Melar Shareholders will be able to attend the Meeting in person, physically at _________.