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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 195 added, 137 removed, 383 unchanged (46% of the section changed)

1 unchanged sentence

MELAR ACQUISITION CORP.

CONDENSED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets

11 unchanged sentences

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A ordinary shares subject to possible redemption, 16,000,000 shares at redemption value of $ 10.50 and $ 10.28 per share at June 30, 2025 and December 31, 2024, respectively

Class A ordinary shares subject to possible redemption, 16,000,000 shares at redemption value of $ 10.61 and $ 10.28 per share at September 30, 2025 and December 31, 2024, respectively

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding at June 30, 2025 and December 31, 2024

none issued or outstanding at September 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued or outstanding at June 30, 2025 and December 31, 2024 (excluding 16,000,000 shares subject to possible redemption)

none issued or outstanding at September 30, 2025 and December 31, 2024 (excluding 16,000,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

5,621,622 shares issued and outstanding at June 30, 2025 and December 31, 2024

5,621,622 shares issued and outstanding at September 30, 2025 and December 31, 2024

Additional paid-in capital

6 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

The accompanying notes are an integral part of the unaudited condensed financial statements.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

MELAR ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

March 11, 2024

For the Three Months Ended

September 30,

General and administrative costs

Loss from operations

( 1,102,257 )

OTHER INCOME (EXPENSE)

11 unchanged sentences

Net income per non-redeemable Class B ordinary share – diluted

The accompanying notes are an integral part of the unaudited condensed financial statements.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

MELAR ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Ordinary Shares

16 unchanged sentences

( 5,914,081 )

THREE MONTHS ENDED JUNE 30, 2024 AND

FOR THE PERIOD FROM MARCH 11, 2024 (INCEPTION) THROUGH JUNE 30, 2024

Accretion for Class A ordinary shares to redemption amount

( 1,813,045 )

Balance – September 30, 2025

( 6,617,986 )

( 6,617,424 )

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND

FOR THE PERIOD FROM MARCH 11, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

Ordinary Shares

15 unchanged sentences

( 5,409,339 )

Included up to 439,189 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 7).

439,189 Class B ordinary shares were forfeited on July 24, 2024.

The accompanying notes are an integral part of the unaudited condensed financial statements.

Forfeiture of Class B ordinary shares from Sponsor

Accretion for Class A ordinary shares to redemption amount

( 2,363,818 )

Balance – September 30, 2024

( 5,397,782 )

( 5,397,220 )

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

MELAR ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

September 30,

Cash Flows from Operating Activities:

3 unchanged sentences

( 5,336,705 )

( 2,531,350 )

Payment of general and administrative costs through promissory note – related party

11 unchanged sentences

Payment of invoices on behalf of Everli

( 3,232,490 )

Net cash used in investing activities

( 3,232,490 )

( 160,000,000 )

Cash Flows from Financing Activities:

14 unchanged sentences

Deferred underwriting fee payable

Offering costs charged to additional paid-in capital

The accompanying notes are an integral part of the unaudited condensed financial statements.

Forfeiture of Class B ordinary shares

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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The Company was 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 (the “Business Combination”).

As of June 30, 2025, the Company had not commenced any operations.

All activity for the period from March 11, 2024 (inception) through June 30, 2025 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

As of September 30, 2025, the Company had not commenced any operations.

All activity for the period from March 11, 2024 (inception) through September 30, 2025 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of dividends and interest income on marketable securities and cash held in the Trust Account (discussed below).

The Company generates non-operating income in the form of dividends and interest income on marketable securities and cash held in the Trust Account (discussed below) and interest income on the Everli Note (as defined below) (see Note 2).

The registration statement for the Company’s Initial Public Offering was declared effective on June 17, 2024.

8 unchanged sentences

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Following the closing of the Initial Public Offering, on June 20, 2024, an amount of $ 160,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and held in cash, including in demand deposit accounts at a bank, or invested only in U.S.

13 unchanged sentences

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to the Class B ordinary shares initially purchased by the Sponsor (the “founder shares”) and public shares in connection with the completion of the initial Business Combination;

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Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

As further described in Note 10, on July 30, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with (i) MAC I Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Melar (“Merger Sub”), (ii) Everli Global Inc., a Nevada corporation (together with its successors, “Everli”), (iii) the Sponsor, in the capacity as the representative from and after the effective time of the Merger (as defined below) for the shareholders of the Company (other than the Escrowed Seller (as defined below) and his successors and assigns) in accordance with the terms and conditions of the Merger Agreement, and (iv) Salvatore Palella (the “Escrowed Seller”).

For more information regarding such proposed Business Combination with Everli, refer to the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2025 and August 5, 2025 and the other filings the Company and Everli may make from time to time with the SEC.

Everli Business Combination

On July 30, 2025, the Company entered into an Agreement and Plan of Merger, as amended on October 2, 2025 (the “Merger Agreement”) with (i) MAC I Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Melar (as it may be further amended, supplemented and/or restated from time to time, “Merger Sub”), (ii) Everli Global Inc., a Nevada corporation (together with its successors, “Everli”), (iii) the Sponsor, in the capacity as the representative from and after the effective time of the Merger (as defined below) for the shareholders of the Company (other than the Escrowed Seller (as defined below) and his successors and assigns) in accordance with the terms and conditions of the Merger Agreement, and (iv) Salvatore Palella (the “Escrowed Seller”).

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing”), (a) the Company shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Nevada and domesticate as a Nevada corporation (the “Domestication”) and (b) then Merger Sub will merge with and into Everli (the “Merger” and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Everli Business Combination”), with Everli continuing as the surviving entity and a wholly owned subsidiary of the Company, with Everli’s equity holders receiving shares of common stock of the Company and with certain stockholders of Everli receiving super-voting stock of the Company in exchange for their existing super-voting stock of Everli.

The pre-money equity value of Everli in the Everli Business Combination is $ 180 million (subject to increase for certain financings consummated by Everli prior to the Closing).

For more information regarding the Everli Business Combination, refer to the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2025, August 5, 2025, October 3, 2025 and October 24, 2025 and the other filings the Company and Everli may make from time to time with the SEC.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Liquidity and Capital Resources

As of June 30, 2025, the Company had $ 555,805 in its operating bank account and working capital of $ 685,919 .

As of September 30, 2025, the Company had $ 286,258 in its operating bank account and a working capital deficit of $ 17,424 .

The Company has until June 20, 2026, to consummate the initial Business Combination (assuming no extensions).

If the Company does not complete a Business Combination within the Completion Window, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014 - 15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements-Going Concern,” the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

The working capital deficit and the expectation of significant future costs raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued.

Additionally, management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 20, 2026.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Management plans to address this uncertainty through the closing of its proposed Business Combination.

There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 21, 2025.

The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 21, 2025.

The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Merger Sub.

All intercompany transactions have been eliminated.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards.

7 unchanged sentences

Accordingly, the actual results could differ significantly from those estimates.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 555,805 and $ 878,254 in cash and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

The Company had $ 286,258 and $ 878,254 in cash and no cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

Marketable Securities and Cash Held in Trust Account

At June 30, 2025, substantially all of the assets held in the Trust Account were held in U.S.

At September 30, 2025, substantially all of the assets held in the Trust Account were held in U.S.

Treasury Bills.

1 unchanged sentence

Treasury securities.

The Company accounts for its marketable securities as trading securities under ASC 320, “Investments—Debt and Equity Securities,” where securities are presented at fair value on the unaudited condensed balance sheets.

Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period.

Trading securities are presented on the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in dividends and interest earned on marketable securities and cash held in Trust Account in the accompanying statements of operations.

1 unchanged sentence

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

Due from Everli

On May 30, 2025, the Company entered into a secured promissory note and pledge agreement with Everli for a principal amount of up to $ 300,000 (the “Everli Note”).

The Everli Note is interest bearing at 17.5 % per annum and is secured by Everli’s assets.

The principal and accrued interest of the Everli Note shall be due and payable on the earliest of:

(i) July 29, 2025 if that certain non-binding term sheet, dated April 16, 2025, by and between the Company and Everli (the “Term Sheet”), is terminated by the Company in its sole discretion;

On May 30, 2025, the Company entered into a secured promissory note and pledge agreement with Everli and a certain stockholder of Everli (the “Pledging Stockholder”) for a principal amount of up to $ 300,000 (the “Original Everli Note”).

The Original Everli Note bore interest at an annual compounded rate of 17.5 % and was secured by a continuing security interest in all of Everli’s and its subsidiaries’ property and assets, and a pledge of equity interests by the Pledging Stockholder as collateral.

The principal and accrued interest of the Original Everli Note was due and payable on the earliest of:

(i) July 29, 2025, if that certain non-binding term sheet, dated April 16, 2025, by and between the Company and Everli (the “Term Sheet”) was terminated by the Company in its sole discretion;

(ii) five ( 5 ) business days after any other termination of the Term Sheet in accordance with the terms thereof;

(iii) five ( 5 ) business days after the termination of a definitive agreement for a Business Combination transaction involving Everli and the Company;

(iii) five ( 5 ) business days after the termination of a definitive agreement for a Business Combination transaction involving

MELAR ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Everli and the Company;

and (iv) five ( 5 ) business days after Everli’s receipt of at least an aggregate of $ 5,000,000 in proceeds under a $ 10 million senior secured convertible loan as contemplated under the Term Sheet.

The Company complies with the requirements of the ASC 835 “Interest” and reports accrued interest on the unaudited statement of operations as interest due from Everli and reports the loan amount and unpaid interest as due from Everli on the unaudited condensed balance sheet.

At June 30, 2025, the Company had loaned Everli $ 228,079 (via the payment of multiple invoices for Everli) and had an outstanding balance of $ 230,619 on the unaudited condensed balance sheet.

For the three and six months ended June 30, 2025, the Company recognized $ 2,540 in accrued interest on the unaudited condensed statement of operations.

On August 18, 2025, the Company, Everli and the Pledging Stockholder entered into an amended and restated secured promissory note and pledge agreement (the “Amended Everli Note”) to amend the principal amount of the Original Everli Note to $ 1,000,000 , including an original issue discount (the “OID”) of 10 %.

On September 12, 2025, the Company, Everli and the Pledging Stockholder entered into First Amendment to the Amended Everli Note (the “First Amendment to Everli Note”) to increase the principal amount to up to $ 1,250,000 .

On September 29, 2025, the Company, Everli and the Pledging Stockholder entered into Second Amendment to the Amended Everli Note (the “Second Amendment to Everli Note,” together with the Amended Everli Note and the First Amendment to Everli Note, the “Everli Note”) to increase the principal amount to up to $ 3,250,000 .

The Company complies with the requirements of the ASC 835 “Interest” and reports accrued interest and the amortization of the OID on the unaudited statements of operations as interest due from Everli and reports the loan amount and unpaid interest as due from Everli on the unaudited condensed consolidated balance sheets.

At September 30, 2025, Everli had borrowed $ 3,232,490 (via cash borrowings and the payment of multiple invoices by the Company for Everli) and had an outstanding balance of $ 3,627,400 on the unaudited condensed consolidated balance sheets.

For the three and nine months ended September 30, 2025, the Company recognized $ 392,370 and $ 394,910 , respectively, in amortized OID and accrued interest on the unaudited condensed consolidated statements of operations.

Offering Costs

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Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit as Public Warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed balance sheets, primarily due to its short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets, primarily due to its short-term nature.

Net Income per Ordinary Share

3 unchanged sentences

Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

At June 30, 2025, the calculation of diluted net income does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 5,000,000 Class A ordinary shares in the calculation of diluted income per ordinary share because their exercise is contingent upon future events.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

At September 30, 2025, the calculation of diluted net income does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 5,000,000 Class A ordinary shares in the calculation of diluted income per ordinary share because their exercise is contingent upon future events.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

At June 30, 2024, the Company did no t have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

At September 30, 2024, the Company did no t have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares:

For the Three Months Ended

For the Six Months Ended

June 30, 2025

For the Nine Months Ended

September 30, 2025

Non-Redeemable

7 unchanged sentences

2024 (inception) Through

June 30, 2024

Non-Redeemable

September 30, 2024

Basic net income per ordinary share:

Allocation of net income

Weighted average ordinary shares outstanding

Allocation of net income, basic

Basic weighted average ordinary shares outstanding

Basic net income per ordinary share

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

For the Period from March 11,

1 unchanged sentence

2024 (inception) Through

June 30, 2024

Non-Redeemable

September 30, 2024

Diluted net income per ordinary share:

Allocation of net income

Weighted average ordinary shares outstanding

Allocation of net income, diluted

Diluted weighted average ordinary shares outstanding

Diluted net income per ordinary share

3 unchanged sentences

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

For those benefits to be recognized, a tax position must be more likely than

MELAR ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of June 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the unaudited condensed balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Derivative liabilities are classified in the unaudited condensed consolidated balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The underwriters’ over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Warrant Instruments

4 unchanged sentences

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Accordingly, as of the date of issuance, the Company evaluated and classified the warrant instruments under equity treatment at its assigned fair value.

Accordingly, as of the date of issuance, the Company evaluated and classified the warrant instruments under equity treatment at its assigned fair values.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Class A Ordinary Shares Subject to Redemption

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The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, at June 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheets.

At June 30, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the unaudited condensed balance sheets are reconciled in the following table:

Accordingly, at September 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets.

At September 30, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the unaudited condensed consolidated balance sheets are reconciled in the following table:

Gross proceeds

10 unchanged sentences

Class A ordinary shares subject to possible redemption, June 30, 2025

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption, September 30, 2025

Recent Accounting Pronouncements

3 unchanged sentences

The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

PUBLIC OFFERING

10 unchanged sentences

and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

RELATED PARTY TRANSACTIONS

4 unchanged sentences

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”).

Any permitted transferees will be subject to the same restrictions and other agreements of the

MELAR ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Company’s initial shareholders with respect to any founder shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

4 unchanged sentences

At December 31, 2024, the excess of $ 887 reduced the payment for the administrative services fees.

At June 30, 2025 and December 31, 2024, the Company reported no amounts due to the Sponsor on the unaudited condensed balance sheets and no further borrowings are permitted under this promissory note.

At September 30, 2025 and December 31, 2024, the Company reported no amounts due to the Sponsor on the unaudited condensed consolidated balance sheets and no further borrowings are permitted under this promissory note.

Administrative Services Agreement

The Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $ 10,000 per month for office space, utilities, and secretarial and administrative support services commencing on the date the securities of the Company are first listed on the Nasdaq Global Market through the earlier of the Company’s consummation of a Business Combination and its liquidation.

For the three and six months ended June 30, 2025, the Company incurred $ 30,000 and $ 60,000 in fees for these services, respectively.

For the three months ended June 30, 2024 and for the period from March 11, 2024 (inception) through June 30, 2024, the Company incurred $ 3,333 in fees for these services, which amount is included in the accompanying condensed statement of operations.

At June 30, 2025 and December 31, 2024, the Company reported $ 10,000 and $ 0 , respectively, in the accompanying condensed balance sheets in accounts payable.

For the three and nine months ended September 30, 2025, the Company incurred $ 30,000 and $ 90,000 in fees for these services, respectively.

For the three months ended September 30, 2024 and for the period from March 11, 2024 (inception) through September 30, 2024, the Company incurred $ 30,887 and $ 34,220 in fees for these services, respectively, which amounts are included in the accompanying unaudited condensed consolidated statements of operations.

At September 30, 2025 and December 31, 2024, the Company reported $ 40,000 and $ 0 , respectively, in the accompanying condensed consolidated balance sheets in accounts payable.

Related Party Loans

2 unchanged sentences

In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post - Business Combination entity at a price of $ 1.00 per

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

warrant at the option of the lender.

Up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post - Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

As of June 30, 2025 and December 31, 2024, no Working Capital Loans were outstanding.

On May 30, 2025, pursuant to a promissory note issued by the Company (the “Sponsor Note”), the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for working capital purposes.

The loan is interest bearing at a rate of 17.5 % per annum, unsecured and due on the earliest of:

As of September 30, 2025 and December 31, 2024, no Working Capital Loans were outstanding.

On May 30, 2025, the Company issued a promissory note (the “Original Sponsor Note”) in the aggregate principal amount of up to $ 300,000 to the Sponsor, for an unsecured loan (the “Sponsor Loan”).

The Sponsor Loan is interest bearing at a rate of 17.5 % per annum, unsecured and due on the earliest of:

(i) July 29, 2025, if the Term Sheet is terminated by the Company in its sole discretion;

2 unchanged sentences

At June 30, 2025, the Company had borrowed $ 228,079 and for the three and six months ended June 30, 2025, the Company had incurred $ 109 in interest, reported as interest expense on Sponsor Loan.

On August 18, 2025, the Company issued an amended and restated promissory note (the “Amended Sponsor Note”) to amend the principal amount of the Original Sponsor Note to $ 1,000,000 , including an OID of 10 %.

On September 12, 2025, the Company issued the First Amendment to the Amended Sponsor Note (the “First Amendment to Sponsor Note”) to the Sponsor to amend the Amended Sponsor Note to increase the principal amount to up to $ 1,250,000 .

MELAR ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

On September 29, 2025, the Company issued the Second Amendment to the Amended Sponsor Note (the “Second Amendment to Sponsor Note,” together with the Amended Sponsor Note and the First Amendment to Sponsor Note, the “Sponsor Note”) to the Sponsor to increase the principal amount to up to $ 3,250,000 .

The Company complies with the requirements of the ASC 835 “Interest” and reports accrued interest and the amortization of the OID on the unaudited statements of operations as interest expense on Sponsor Note and reports the loan amount and unpaid interest as Sponsor Note on the unaudited condensed consolidated balance sheets.

At September 30, 2025, the Company had borrowed $ 3,178,079 under the Sponsor Note and reported $ 3,561,989 on the unaudited condensed consolidated balance sheets.

For the three and nine months ended September 30, 2025, the Company recognized $ 383,801 and $ 383,910 , respectively, in amortized OID and accrued interest expense on the unaudited condensed consolidated statements of operations.

COMMITMENTS AND CONTINGENCIES

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MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

As of June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 each.

As of June 30, 2025 and December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 16,000,000 Class A ordinary shares subject to possible redemption.

As of September 30, 2025 and December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 16,000,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each.

2 unchanged sentences

At the time of the Initial Public Offering, the underwriters partially exercised the over - allotment option and in August 2024 the underwriters allowed the remainder of the over - allotment option to expire resulting in 439,189 founder shares being forfeited by the Sponsor.

As of June 30, 2025 and December 31, 2024, there were 5,621,622 Class B ordinary shares issued and outstanding.

As of September 30, 2025 and December 31, 2024, there were 5,621,622 Class B ordinary shares issued and outstanding.

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one -for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment.

7 unchanged sentences

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

1 unchanged sentence

These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Warrants — At June 30, 2025 and December 31, 2024, there were 13,000,000 warrants outstanding, including 8,000,000 Public Warrants and 5,000,000 Private Placement Warrants.

Warrants — At September 30, 2025 and December 31, 2024, there were 13,000,000 warrants outstanding, including 8,000,000 Public Warrants and 5,000,000 Private Placement Warrants.

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

11 unchanged sentences

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 :

17 unchanged sentences

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

The following table presents information about the Company’s assets that are measured at fair value on June 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

June 30, 2025

Treasury Securities (Matured on 7/17/25)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The following table presents information about the Company’s assets that are measured at fair value on September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

September 30, 2025

Treasury Bills

December 31, 2024

Money market funds

The Company accounts for the Public Warrants issued in connection with the Initial Public Offering and the warrants issued in the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned value.

As the warrants were determined to be classified as equity instruments, the warrants are not periodically revalued to fair value.

At the date of the Initial Public Offering, June 20, 2024, the fair value of the Public Warrants was determined to be $ 2,080,000 using a Level 3 classified binomial/lattice model.

The binomial/lattice model assumes optimal exercise of the Company’s redemption option, at the earliest possible date.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

June 20, 2024

Risk-free rate

Dividend yield

Probability of closing

SEGMENT INFORMATION

3 unchanged sentences

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statements of operations as net income or loss.

The measure of segment assets is reported on the unaudited condensed balance sheets as total assets.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed consolidated statements of operations as net income or loss.

The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

September 30,

Marketable securities and cash held in Trust Account

March 11, 2024

September 30,

(Inception) through

June 30, 2024

September 30, 2024

General and administrative costs

3 unchanged sentences

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

All other segment items included in net income or loss are reported on the unaudited condensed statements of operations and described within their respective disclosures.

General and administrative costs, as reported on the unaudited condensed consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the unaudited condensed consolidated statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements other than as disclosed below.

On July 30, 2025, the Company 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, upon the consummation of the transactions contemplated thereby (the “Closing”), (a) the Company shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Nevada and domesticate as a Nevada corporation (the “Domestication”) and (b) then Merger Sub will merge with and into Everli (the “Merger” and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Transactions”), with Everli continuing as the surviving entity and a wholly owned subsidiary of the Company, with Everli’s equity holders receiving shares of common stock of the Company and with certain stockholders of Everli receiving super-voting stock of the Company in exchange for their existing super-voting stock of Everli.

The pre-money equity value of Everli in the Transactions is $ 180 million (subject to increase for certain financings consummated by Everli prior to the Closing).

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements other than as disclosed below.

On October 2, 2025, the parties to the Merger Agreement entered into the First Amendment to Agreement and Plan of Merger (the “First Amendment to Merger Agreement”), pursuant to which the deadline for Everli to procure at least $ 10,000,000 in Bridge Financing (as defined in the Merger Agreement), the failure of which entitles Everli to terminate the Merger Agreement, was extended from September 30, 2025 to October 21, 2025.

On October 21, 2025, Everli entered into a Secured Promissory Note and Pledge Agreement, dated as of October 21, 2025, with Melar Capital Group LLC, an affiliate of the Sponsor (“MCG”), for the aggregate principal amount of $ 7,500,000 , which includes a $ 750,000 OID (the “Everli Convertible Note”).

The Everli Convertible Note is interest bearing at 17.5 % per annum and is secured by the assets of Everli and its subsidiaries.

The principal under the Everli Note and the Everli Convertible Note satisfied the $ 10,000,000 Bridge Financing requirement as provided in the Merger Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements