Offerings |
Aug. 17, 2026
USD ($)
shares
|
|---|---|
| Offering: 1 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Class A Common Stock, par value $0.0001 per share |
| Amount Registered | shares | 9,545,545 |
| Proposed Maximum Offering Price per Unit | 10.94 |
| Maximum Aggregate Offering Price | $ 104,428,262.30 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 14,421.54 |
| Offering Note | Melar Acquisition Corp. I, a Cayman Islands exempted company (“Melar”), entered into an 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 and Salvatore Palella. Pursuant to the Merger Agreement, among other things, (a) Melar will effect a deregistration under the Cayman Islands Companies Act (2023 Revision) (As Revised) and a domestication under the Nevada Revised Statutes, pursuant to which the jurisdiction of incorporation for Melar will be changed from the Cayman Islands to the State of Nevada (the “Domestication”), (b) Merger Sub will merge with and into Everli, with Everli surviving such merger (the “Business Combination”) as a direct wholly owned subsidiary of Melar (which will be renamed Everli Global Holdings, Inc. (“New Melar”)). All securities being registered will be issued by New Melar. The Merger Agreement provides, among other things, that (i) each outstanding share of Class A common stock of Everli (“Everli Class A Common Stock”) as of immediately prior to the time at which the Business Combination becomes effective (the “Effective Time”) (other than shares the holders of which exercise dissenters’ rights of appraisal) will be automatically converted into the right to receive a number of newly issued shares of New Melar Class A common stock (“New Melar Class A Common Stock”), equal to the Exchange Ratio (as defined in the Merger Agreement), (ii) each outstanding share of Class B common stock of Everli (“Everli Class B Common Stock”) as of immediately prior to the Effective Time (other than shares the holders of which exercise dissenters’ rights of appraisal) will be automatically converted into the right to receive a number of newly issued shares of New Melar Class B common stock (“New Melar Class B Common Stock”), equal to the Exchange Ratio. The amount to be registered represents shares of New Melar Class A Common Stock issuable in exchange for all outstanding Melar Class A ordinary shares (including Melar Class A ordinary shares to be issued upon conversion of Melar Class B ordinary shares) in connection with Domestication. Pursuant to Rule 457(f)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $10.94, based on the average of the high ($10.95) and low ($10.93) prices of Melar Class A ordinary shares on the Nasdaq Capital Market on August 19, 2025 (such date being within five business days of the date that this registration statement was filed with the U.S. Securities and Exchange Commission (the “SEC”)). No cash is to be received or paid by Melar in connection with the securities to be issuable in connection with the Business Combination. For all securities set forth in this table, the amount to be registered also includes, pursuant to Rule 416(a), an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock splits or similar transactions. |
| Offering: 2 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Class A Common Stock, par value $0.0001 per share |
| Amount Registered | shares | 18,000,000 |
| Maximum Aggregate Offering Price | $ 600.00 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 0.08 |
| Offering Note | The amount to be registered represents up to 18,000,000 shares of New Melar Class A Common Stock that may to be issued in connection with the Business Combination (assuming (i) the gross proceeds of the Bridge Financing (as defined in the Merger Agreement) are not converted into Everli Class A Common Stock and (ii) there is no Everli Equity Investment (as defined in the Merger Agreement)), which consist of (a) 10,180,928 shares of New Melar Class A Common Stock to be issued to holders of Everli Class A Common Stock and (b) 7,819,072 shares of New Melar Class A Common Stock underlying shares of New Melar Class B Common Stock to be issued to holders of Everli Class B Common Stock. The value per share of the securities to be received by Melar upon the issuance of such securities and the proposed maximum offering price per share is estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act. Everli is a private company, no market exists for its securities, and Everli has an accumulated deficit. Therefore, the proposed maximum offering price per share is one-third of the aggregate par value of the securities expected to be exchanged in the Business Combination. No cash is to be received or paid by Melar in connection with the securities to be exchanged in the Business Combination. |
| Offering: 3 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Class B Common Stock, par value $0.0001 per share |
| Amount Registered | shares | 7,819,072 |
| Proposed Maximum Offering Price per Unit | 0.00 |
| Maximum Aggregate Offering Price | $ 0.00 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 0.00 |
| Offering Note | The amount to be registered represents 7,819,072 shares of New Melar Class B Common Stock expected to be issued in the Business Combination. Such shares of New Melar Class B Common Stock are convertible on a one-for-one basis into shares of New Melar Class A Common Stock, and the registration fee with respect to such shares of New Melar Class B Common Stock has been allocated to the shares of New Melar Class A Common Stock underlying such shares of New Melar Class B Common Stock, and those shares of shares of New Melar Class A Common Stock are included in the registration fee as calculated in footnote (2) above, pursuant to Rule 457(f)(2) under the Securities Act. |
| Offering: 4 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Other |
| Security Class Title | Warrants to purchase Class A Common Stock |
| Amount Registered | shares | 14,500,000 |
| Proposed Maximum Offering Price per Unit | 0.1203 |
| Maximum Aggregate Offering Price | $ 1,744,350.00 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 240.89 |
| Offering Note | The amount to be registered represents up to 14,500,000 New Melar warrants (each exercisable into one share of New Melar Class A Common Stock at $11.50 per share) to be issued in exchange for (i) 8,000,000 redeemable Melar warrants sold as part of the units in Melar’s initial public offering (the “Melar IPO”), (ii) 5,000,000 redeemable Melar warrants sold in a private placement that occurred simultaneously with the closing of the Melar IPO and (iii) up to 1,500,000 Melar warrants issuable upon conversion of $1,500,000 Working Capital Loans (as defined in the Merger Agreement). The 14,500,000 New Melar warrants are being simultaneously registered hereunder. This calculation is in accordance with Rule 457(f)(1) of the Securities Act, based on the average of the high and low prices of the Melar Warrants on the Nasdaq Stock Market on August 19, 2026 ($0.1203 per share). Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the shares of New Melar Class A Common Stock underlying such warrants are included in the registration fee as calculated in footnote (5) below. |
| Offering: 5 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Class A Common Stock issuable upon exercise of warrants |
| Amount Registered | shares | 14,500,000 |
| Proposed Maximum Offering Price per Unit | 11.50 |
| Maximum Aggregate Offering Price | $ 166,750,000.00 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 23,028.18 |
| Offering Note | The amount to be registered represents the shares of New Melar Class A Common Stock issuable upon exercise of the warrants discussed in footnote (4) above. Pursuant to Rule 457(g) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $11.50, based on the exercise price per whole share of New Melar Class A Common Stock. |