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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 190 added, 102 removed, 330 unchanged (47% of the section changed)

1 unchanged sentence

MELAR ACQUISITION CORP.

CONDENSED BALANCE SHEET

MARCH 31, 2025

CONDENSED BALANCE SHEETS

Current assets

Due from Everli

Prepaid expenses

9 unchanged sentences

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A Ordinary Shares subject to possible redemption, 16,000,000 shares at redemption value of $ 10.38 and $ 10.28 per share at March 31, 2025 and December 31, 2024, respectively

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

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding at March 31, 2025 and December 31, 2024

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

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

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

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

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

Additional paid-in capital

12 unchanged sentences

Loss from operations

Other income:

OTHER INCOME (EXPENSE)

Interest due from Everli

Interest expense on Sponsor Loan

Interest on cash held in the operating account

Change in fair value of over-allotment option liability

Dividends and interest earned on marketable securities and cash held in Trust Account

Total other income

Net income (loss)

Total other income, net

Weighted average redeemable Class A ordinary shares outstanding – basic and diluted

Net income per redeemable Class A ordinary share – basic and diluted

Weighted average non-redeemable Class B ordinary shares outstanding – basic and diluted (1)

Net income (loss) per non-redeemable Class B ordinary share – basic and diluted

The period from March 11, 2024 (inception) through March 31, 2024 excludes up to 790,541 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

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.

Weighted average non-redeemable Class B ordinary shares outstanding – basic

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

Weighted average non-redeemable Class B ordinary shares outstanding –diluted

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

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

1 unchanged sentence

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares

10 unchanged sentences

( 5,683,393 )

FOR THE PERIOD FROM MARCH 11, 2024 (INCEPTION) THROUGH MARCH 31, 2024

Accretion for Class A ordinary shares to redemption amount

( 1,786,926 )

Balance – June 30, 2025

( 5,914,643 )

( 5,914,081 )

THREE MONTHS ENDED JUNE 30, 2024 AND

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

Ordinary Shares

1 unchanged sentence

Shareholders’

Equity (Deficit)

Balance – March 11, 2024 (inception)

Class B ordinary shares issued to Sponsor (1)

Issuance of Class B ordinary shares to Sponsor

Balance – March 31, 2024

Includes up to 790,541 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

Accretion for Class A ordinary shares to redemption amount

( 6,943,752 )

( 5,497,113 )

( 12,440,865 )

Sale of 5,000,000 Private Placement Warrants

Fair value of Public Warrants at issuance

Allocated value of transaction costs to Public and Private Warrants

Balance – June 30, 2024

( 5,409,945 )

( 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.

1 unchanged sentence

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM MARCH 11, 2024 (INCEPTION)

THROUGH MARCH 31, 2024

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Interest earned on marketable securities and cash held in Trust Account

( 3,523,660 )

Formation costs paid by Sponsor

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

Change in fair value of over-allotment option liability

Interest due from Everli

Interest expense on Sponsor Loan

Changes in operating assets and liabilities:

Prepaid expenses

Due from Sponsor

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash in Trust Account

( 160,000,000 )

Payment of invoices on behalf of Everli

Net cash used in investing activities

( 160,000,000 )

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placements Warrants

Repayment of promissory note - related party

Proceeds from Sponsor Loan

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

1 unchanged sentence

Cash – End of period

Supplemental disclosure of cash flow information:

Non-Cash investing and financing activities:

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Deferred offering costs paid through promissory note – related party

Overallotment liability at Initial Public Offering date

Accretion of Class A ordinary shares to redemption value

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.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

2 unchanged sentences

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 March 31, 2025, the Company had not commenced any operations.

All activity for the period from March 11, 2024 (inception) through March 31, 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 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.

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 cash and cash equivalents from the proceeds derived from the Initial Public Offering.

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

1 unchanged sentence

Each Unit consists of one Class A ordinary share and one -half of one redeemable warrant (the “Public Warrant”).

Financial Group, LLC and Seaport Global Securities LLC, the representatives of the underwriters of the Initial Public Offering, generating gross proceeds of $ 5,000,000 , which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant, in a private placement to Melar Acquisition Sponsor I LLC, the Company’s sponsor (the “Sponsor”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Seaport Global Securities LLC, the representatives of the underwriters of the Initial Public Offering, generating gross proceeds of $ 5,000,000 , which is described in Note 4 (the “Private Placement”).

Transaction costs amounted to $ 10,184,856 , consisting of $ 3,000,000 of cash underwriting fee, $ 6,600,000 of deferred underwriting fee (see Note 6), and $ 584,856 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable, if any, on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

2 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 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.

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To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that it holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company for taxes payable, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering (i.e., June 20, 2026) or by such earlier liquidation date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

Except with respect to dividends and interest earned on the funds held in the Trust Account that may be released to the Company for taxes payable, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering (i.e., June 20, 2026) or by such earlier liquidation date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

8 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 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;

5 unchanged sentences

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.

Liquidity and Capital Resources

As of March 31, 2025, the Company had $ 693,112 in its operating bank account and working capital of $ 883,487 .

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

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 believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain operations for a period of at least one year from the issuance date of these financial statements.

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.

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

MARCH 31, 2025

JUNE 30, 2025

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 Securities and Exchange Commission (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.

2 unchanged sentences

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 months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

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.

Emerging Growth Company

11 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

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 $ 693,112 and $ 878,254 in cash and no cash equivalents as of March 31, 2025 and December 31, 2024, respectively.

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

Marketable Securities and Cash Held in Trust Account

At March 31, 2025, substantially all of the assets held in the Trust Account were held in U.S.

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

Treasury Bills.

6 unchanged sentences

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;

(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;

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.

Offering Costs

3 unchanged sentences

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.

Net Income (Loss) per Ordinary Share

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class B ordinary shares.

1 unchanged sentence

This presentation assumes an initial Business Combination as the most likely outcome.

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

At March 31, 2025, the calculation of diluted net income (loss) 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.

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.

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

At March 31, 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.

As a result, at March 31, 2025 and 2024, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

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.

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:

Basic and diluted net income (loss) per ordinary share

For the Three Months Ended

March 31, 2025

For the Six Months Ended

June 30, 2025

Non-Redeemable

Basic and diluted net income per ordinary share:

Allocation of net income

Weighted average ordinary shares outstanding

Net income per ordinary share

Basic and diluted net income (loss) per ordinary share

Basic and diluted net income per ordinary share

For the Period from March 11,

For the Three Months Ended

2024 (Inception) through

March 31, 2024

June 30, 2024

Non-Redeemable

Allocation of net loss

Non-Redeemable

Basic net income per ordinary share:

Allocation of net income

Weighted average ordinary shares outstanding

Net loss per ordinary share

Includes up to 790,541 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

Basic net income per ordinary share

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

For the Period from March 11,

For the Three Months Ended

2024 (Inception) through

June 30, 2024

Non-Redeemable

Diluted net income per ordinary share:

Allocation of net income

Weighted average ordinary shares outstanding

Diluted net income per ordinary share

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

5 unchanged sentences

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

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

As of June 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.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Concentration of Credit Risk

6 unchanged sentences

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, 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 value.

Class A Ordinary Shares Subject to Redemption

4 unchanged sentences

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 March 31, 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 March 31, 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:

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

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:

Gross proceeds

8 unchanged sentences

Class A ordinary shares subject to possible redemption, March 31, 2025

Accretion of carrying value to redemption value

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

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Recent Accounting Pronouncements

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

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses,” requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

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.

PUBLIC OFFERING

3 unchanged sentences

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 5,000,000 Private Placement Warrants, at a price of $ 1.00 per Private Placement Warrant, or $ 5,000,000 in the aggregate, in a private placement.

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

3 unchanged sentences

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any founder shares

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

MARCH 31, 2025

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.

JUNE 30, 2025

RELATED PARTY TRANSACTIONS

11 unchanged sentences

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

At March 31, 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 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.

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 months ended March 31, 2025 and for the period from March 11, 2024 (inception) through March 31, 2024, the Company incurred $ 30,000 an $ 0 , respectively, in fees for these services, which amounts are included in the accompanying unaudited condensed statement of operations.

At March 31, 2025 and December 31, 2024, no amounts were due for payment of the administrative services fees.

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.

Related Party Loans

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

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

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:

(i) July 29, 2025 if the Term Sheet is 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;

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.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

The Company’s results of operations and its ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control.

The Company’s results of operations and its ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East.

The Company’s results of operations and its ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East.

The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s business and its ability to complete an initial Business Combination.

12 unchanged sentences

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely on amounts remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of the initial Business Combination.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 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 March 31, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

As of June 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 March 31, 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.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

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.

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 March 31, 2025 and December 31, 2024, there were 5,621,622 Class B ordinary shares issued and outstanding.

As of June 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.

5 unchanged sentences

There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of ordinary shares voted for the appointment of directors can elect all of the directors.

Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time.

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.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Warrants — At March 31, 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.

JUNE 30, 2025

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

Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time.

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.

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.

10 unchanged sentences

The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

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

4 unchanged sentences

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 - trading day period commencing at least 30 days after completion of the initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares.

10 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

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

March 31, 2025

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)

4 unchanged sentences

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

MELAR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

The Company’s CODM has been identified as the CEO, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

4 unchanged sentences

Marketable securities and cash held in Trust Account

For the Period

For the Three

from March 11,

March 11, 2024

March 31, 2024

(Inception) through

June 30, 2024

General and administrative costs

4 unchanged sentences

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.

1 unchanged sentence

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.

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).

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