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Item 9A. Controls and Procedures

2026-03-09 compared with 2025-03-21 · 1713 added, 665 removed, 212 unchanged (92% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal year ended December 31, 2024.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal Control over Financial Reporting

This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

Not applicable.

of Disclosure Controls and Procedures

controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under

the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated

and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of

the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective

as of December 31, 2025 .

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Annual Report on Internal Control over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for

external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of our Company,

reasonable assurance that transactions are recorded as necessary to permit preparation of

consolidated financial statements

in accordance with GAAP, and that our receipts and expenditures are being made only in accordance

with authorizations of our Management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of our assets that could have a material effect on the consolidated

financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated

financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may

become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making these assessments,

Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control

— Integrated Framework (2013).

Based on our assessments and those criteria, Management determined that we maintained effective

internal control over financial reporting as of December 31, 2025.

Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to

our status as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

have been no changes to our internal control over financial reporting during the quarterly period ended December 31, 2025 that materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Trading Arrangements

During the quarterly period ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) ad opted or term inated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Additional Information

the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f)

promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1

trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

As of the date of this Report, our directors and officers are as follows:

Gautam Ivatury

Chief Executive Officer and Chairman

Edward Lifshitz

Chief Financial Officer

Eric Lifshitz

Chief Operating Officer and Director

The experience of our directors and executive officers is as follows:

Gautam Ivatury has served as one of our directors, our Chairman and our Chief Executive Officer since incorporation.

Ivatury has been a co-founder and managing partner of ALMA Sustainable Finance, a debt investment firm active in the global inclusive finance and carbon finance sectors, since May 2020, and has been a senior advisor and investment committee member for Encourage Capital, a New York-based private equity firm that invests in specialty finance lenders in India among other sectors, since October 2016.

Ivatury has held founding or CXO roles at ventures such as India’s first microfinance institution to IPO (SKS Microfinance), Kenya’s first mobile-based credit provider (Jipange Kusave), India’s digital micro-lender (Happy Loans), and the firm that incubated M-KOPA, Africa’s pay-go solar financier.

Earlier, as a member of the management team at the Consultative Group to Assist the Poor (CGAP), a multi-donor trust fund hosted by the World Bank, Mr.

Ivatury helped secure one of the Bill and Melinda Gates Foundation’s largest grants in financial inclusion and set up an industry-shaping digital finance program.

He has also chaired the GSM Association’s Mobile Money for the Unbanked Fund, consulted to Fortune 500 companies including Microsoft and Visa, and developed digital finance projects in nine countries.

Ivatury previously held roles at the International Finance Corporation (IFC) and Donaldson, Lufkin & Jenrette.

Ivatury’s writings on the impact, business design and regulation of technology-driven financial inclusion have been published by the World Bank, CGAP, MIT Press, Springer Verlag, and media including the Banker and Revue Banque.

and Executive Officers

of the date of this Report, our directors and officers are as follows:

Executive Officer and Chairman

Financial Officer

Operating Officer and Director

experience of our directors and executive officers is as follows:

Ivatury has served as one of our directors, our Chairman and our

Chief Executive Officer since incorporation.

Ivatury has been a co-founder and managing partner of ALMA Sustainable Finance, a debt

investment firm active in the global inclusive finance and carbon finance sectors, since May 2020, and has been a senior advisor and

investment committee member for Encourage Capital, a New York-based private equity firm that invests in specialty finance lenders in

India among other sectors, since October 2016.

Ivatury has held founding or CXO roles at ventures such as India’s first microfinance

institution to IPO (SKS Microfinance), Kenya’s first mobile-based credit provider (Jipange Kusave), India’s digital micro-lender

(Happy Loans), and the firm that incubated M-KOPA, Africa’s pay-go solar financier.

Earlier, as a member of the management team

at the Consultative Group to Assist the Poor (CGAP), a multi-donor trust fund hosted by the World Bank, Mr.

Ivatury helped secure one

of the Bill and Melinda Gates Foundation’s largest grants in financial inclusion and set up an industry-shaping digital finance

He has also chaired the GSM Association’s Mobile Money for the Unbanked Fund, consulted to Fortune 500 companies including

Microsoft and Visa, and developed digital finance projects in nine countries.

Ivatury previously held roles at the International

Finance Corporation (IFC) and Donaldson, Lufkin & Jenrette.

Ivatury’s writings on the impact, business design and regulation

of technology-driven financial inclusion have been published by the World Bank, CGAP, MIT Press, Springer Verlag, and media including

the Banker and Revue Banque.

Ivatury is a graduate of the Paul H.

Nitze School of Advanced International Studies at the Johns Hopkins University, and holds a Master’s degree and Bachelor’s degree in international economics and internal studies, respectively.

Nitze School of Advanced International Studies at the Johns Hopkins

University, and holds a Master’s degree and Bachelor’s degree in international economics and internal studies, respectively.

We believe Mr.

Ivatury is qualified to serve on our Board due to his extensive experience in the financial industry and management skills.

Edward Lifshitz has served as our Chief Financial Officer since incorporation.

He is a Certified Public Accountant with more than 30 years of professional experience, most recently as a partner at EisnerAmper LLP and its predecessors from January 2001 until his retirement in 2019.

Lifshitz assisted clients with negotiating complex real estate acquisitions, lease transactions and debt financings and his practice encompassed all forms of investment properties.

He provided construction cost monitoring, judicial and non-judicial debt restructuring, litigation support, valuation of real estate assets for estate and internal buyout purposes, review and analysis of troubled assets, acquisition due diligence review and various other special purpose engagements.

Lifshitz has served as our Chief Financial Officer since incorporation.

He is a Certified Public Accountant with more than 30 years of professional experience, most recently as a partner at EisnerAmper

LLP and its predecessors from January 2001 until his retirement in 2019.

Lifshitz assisted clients with negotiating complex

real estate acquisitions, lease transactions and debt financings and his practice encompassed all forms of investment properties.

provided construction cost monitoring, judicial and non-judicial debt restructuring, litigation support, valuation of real estate assets

for estate and internal buyout purposes, review and analysis of troubled assets, acquisition due diligence review and various other special

purpose engagements.

Currently, Mr.

Lifshitz advises high net worth families and acts as a principal at DSA Property Group, a real estate investment and management company he co-founded in 1994.

Lifshitz is a member of the American Institute of Certified Public Accountants (AICPA) and New York State Society of Certified Public Accountants (NYSSCPA).

Lifshitz advises high net worth families and acts as a principal at DSA Property Group, a real

estate investment and management company he co-founded in 1994.

Lifshitz is a member of the American Institute of Certified

Public Accountants (AICPA) and New York State Society of Certified Public Accountants (NYSSCPA).

He holds a B.B.A.

in Accounting from Baruch College.

Eric Lifshitz has served as one of our directors and our Chief Operating Officer since incorporation.

in Accounting from

Baruch College.

Lifshitz has served as one of our directors and our Chief Operating

Officer since incorporation.

Lifshitz founded Melar Capital Group LLC, a real estate advisory and investment firm, in February 2021.

Prior to that, he worked at Natixis CIB as an Associate in the Global Structured Credit division from July 2018 to December 2020.

His responsibilities included structuring, marketing, and executing collateral loan obligation and structured warehouse transactions.

Prior to his role as an Associate, Mr.

was an Analyst where he focused on real asset loan syndication and CMBS transactions from June 2016 to July 2018.

responsibilities included structuring, marketing, and executing collateral loan obligation and structured warehouse transactions.

to his role as an Associate, Mr.

Lifshitz was an Analyst where he focused on real asset loan syndication and CMBS transactions from June

2016 to July 2018.

Lifshitz also co-founded a contracting business and advises early-stage startups.

Lifshitz received a BBA from Baruch College — Zicklin School of Business.

Lifshitz received a BBA

from Baruch College — Zicklin School of Business.

We believe Mr.

Lifshitz is qualified to serve on our board due to his experience in the financial industry.

Dan Rosen has served as one of our directors since June 2024.

Rosen is a serial entrepreneur and investor with 20 years of experience leading clean energy companies and initiatives.

He currently serves as CEO of Ezra Climate, a fintech enabled asset management firm.

In 2009, he co-founded Mosaic, a financial technology lender in the residential solar market, and has served as its CEO, President and now Chairman of the Board since then.

In 2020, he founded Solara, a fintech company focused on unleashing climate solutions in emerging markets starting in Mexico that is backed by Lowercarbon Capital and the Walton family.

He helped found Navajo Power and Navajo Power Home, a solar developer focused on solar projects on the Navajo Nation and other tribes to help accelerate the transition from coal and optimize for the economic benefit of Tribal Partners, in 2018.

Lifshitz is qualified to serve on our Board due to

his experience in the financial industry.

Rosen has served as one of our directors since June 2024.

is a serial entrepreneur and investor with 20 years of experience leading clean energy companies and initiatives.

He currently serves

as CEO of Ezra Climate, a fintech enabled asset management firm.

In 2009, he co-founded Mosaic, a financial technology lender in the

residential solar market, and has served as its CEO, President and Chairman of the Board since then.

In 2020, he founded Solara,

a fintech company focused on unleashing climate solutions in emerging markets starting in Mexico that is backed by Lowercarbon Capital

and the Walton family.

He helped found Navajo Power and Navajo Power Home, a solar developer focused on solar projects on the Navajo

Nation and other tribes to help accelerate the transition from coal and optimize for the economic benefit of Tribal Partners, in 2018.

Rosen is an Unreasonable Institute fellow and was a founding Board member of Unreasonable Group.

We believe Mr.

Rosen is qualified to serve on our board due to his extensive experience in the financial technology sector.

Ken Ruggiero has served as one of our directors since June 2024.

Ruggiero has more than 30 years of experience managing start-up though Fortune 1,000 companies, helping them create meaningful change and shareholder value in industries including consulting, technology and education finance.

Ruggiero is the founder, chairman and CEO of GSS, a $26 billion loan servicing and asset management company, since January 2008.

He also founded Goal Investment Management, a $200 million structured credit fund, in 2008.

Ruggiero is the co-founder and CEO of Ascent Funding, a venture funded student success and education finance company which seeks to revolutionize the way students plan, pay and succeed in school.

Rosen is qualified

to serve on our Board due to his extensive experience in the financial technology sector.

Ruggiero has served as one of our directors since June 2024.

has more than 30 years of experience managing start-up though Fortune 1,000 companies, helping them create meaningful change and shareholder

value in industries including consulting, technology and education finance.

Ruggiero is the founder, chairman and CEO of GSS, a $26

billion loan servicing and asset management company, since January 2008.

He also founded Goal Investment Management, a $200 million structured

credit fund, in 2008.

Ruggiero is the co-founder and CEO of Ascent Funding, a venture funded student success and education finance

company which seeks to revolutionize the way students plan, pay and succeed in school.

Previously, Mr.

Ruggiero served as CFO and president of Goal Financial, a student loan company, from March 2003 and May 2010.

Prior to joining GSS, he held executive positions at eAssist Global Solutions November 2000 to March 2003, NBC’s Internet Division, from April 1998 to November 2000 and the public accounting firm, Arthur Andersen, from September 1989 to April 1998.

Ruggiero received his CPA in New York, an MBA from Columbia University and a BA in Accounting from the University of Massachusetts, Amherst.

Ruggiero served as CFO and president

of Goal Financial, a student loan company, from March 2003 and May 2010.

Prior to joining GSS, he held executive positions at eAssist

Global Solutions November 2000 to March 2003, NBC’s Internet Division, from April 1998 to November 2000 and the public accounting

firm, Arthur Andersen, from September 1989 to April 1998.

Ruggiero received his CPA in New York, an MBA from Columbia University

and a BA in Accounting from the University of Massachusetts, Amherst.

We believe Mr.

Ruggiero is qualified to serve on our board due to his management, finance and business development experience.

Tara Kenney has served as one of our directors since June 2024.

Ruggiero is qualified to serve on our Board due

to his management, finance and business development experience.

Tara Kenney has served

as one of our directors since June 2024.

From March 2017 to December 2020, Ms.

Kenney was a Senior Vice President for Boston Common Asset Management, a leader in ESG/impact investing.

Kenney was a Senior Vice President for Boston Common Asset

Management, a leader in ESG/impact investing.

Earlier, between April 2002 and May 2016, Ms.

Kenney was a Managing Director with Deutsche Asset Management, where she directed the institutional business for Latin America, and served as a Portfolio Manager and Head of Emerging Markets and Latin American Equities for nearly 2 decades.

Kenney was a Managing Director and Portfolio Manager for Scudder Investments between March 1995 and April 2002, and between October 1987 and March 1995, she worked for Bankers Trust’s Latin American Merchant Bank, where she led the Brady Plan debt negotiations for the bank.

Her early career included work for the Chase Manhattan Bank, and the InterAmerican Development Bank.

Kenney is currently serving as an independent board director for Fidelity Investments.

In addition to her work for Fidelity Investments, she is currently on the board of the Kellogg Institute for International Studies at the University of Notre Dame, and serves on the Audit and Investment Committees for Catholic Charities USA.

She is also an Adjunct Professor at the University of Notre Dame, teaching “Sustainable Accounting, Reporting and Impact Investing.” She leads the Finance and Investment Committee for Accion International, an international nonprofit organization for fintech and financial inclusion for the emerging markets.

Kenney received a BA in Government and Spanish from the University of Notre Dame and later studied Economics at the Pontificia Universidad Católica del Peru.

Kenney was a Managing Director with Deutsche

Asset Management, where she directed the institutional business for Latin America, and served as a Portfolio Manager and Head of Emerging

Markets and Latin American Equities for nearly 2 decades.

Kenney was a Managing Director and Portfolio Manager for Scudder Investments

between March 1995 and April 2002, and between October 1987 and March 1995, she worked for Bankers Trust’s Latin American Merchant

Bank, where she led the Brady Plan debt negotiations for the bank.

Her early career included work for the Chase Manhattan Bank, and the

InterAmerican Development Bank.

Kenney has been serving as an Independent Trustee for Fidelity Investments’ Alternative Funds

Group since 2021.

In addition to her work for Fidelity Investments, she has been on the board of the Kellogg Institute for International

Studies at the University of Notre Dame since 2001, and has been serving on the Audit and Investment Committees for Catholic Charities

USA since 2016.

She has been an Adjunct Professor at the University of Notre Dame since 2021, teaching courses related to Sustainable

Investing at the Mendoza Business School and the Keough School of Global Affairs, including the semester ending in May 2026.

been on the Board of Accion International, an international nonprofit organization for fintech and financial inclusion for the emerging

markets, and currently leads its Finance and Investment Committee.

Kenney received a BA in Government and Spanish from the University

of Notre Dame.

She earned an MBA in Finance at New York University’s Stern School of Business.

We believe Ms.

Kenney is qualified to serve on our board due to her significant expertise in finance, emerging markets and corporate governance.

Family Relationships

Edward Lifshitz, our Chief Financial Officer, is the father of Eric Lifshitz, our Chief Operating Officer and a director.

Other than that, there are no family relationships among any of our executive officers or directors.

Involvement in Certain Legal Proceedings

There are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has a material interest adverse to our Company.

Number and Terms of Office of Officers and Directors

Our Board of Directors consists of five members and are divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

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

Holders of our Public Shares will not be entitled to vote on such matters during such time.

These provisions of our Amended and Restated Charter relating to these rights of holders of Class B Ordinary Shares may be amended 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 our 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.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq.

The term of office of the first class of directors, which is Tara Kenney, will expire at our first annual general meeting.

The term of office of the second class of directors, which consists of Dan Rosen and Ken Ruggiero, will expire at the second annual general meeting.

The term of office of the third class of directors, which consists of Gautam Ivatury and Eric Lifshitz will expire at the third annual general meeting.

Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office.

Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Charter.

Director Independence

The Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering.

An “independent director” is defined generally as a person who, in the opinion of the company’s Board of Directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

We have three “independent directors” as defined in the Nasdaq Rules and applicable SEC rules.

Our Board of Directors has determined that Dan Rosen, Ken Ruggiero and Tara Kenney are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Audit Committee

Our Board of Directors has established an audit committee.

Kenney is qualified

to serve on our Board due to her significant expertise in finance, emerging markets and corporate governance.

Relationships

than as set forth below no family relationships exist between any of our directors or executive officers:

Lifshitz, our Chief Financial Officer, is the father of Eric Lifshitz, our Chief Operating

Officer and a director.

in Certain Legal Proceedings

are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an

evaluation of the ability or integrity of any director or officer.

and Terms of Office of Officers and Directors

Board of Directors consists of five members and is divided into three classes with only one class of directors being appointed in each

year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on (i) the

appointment and removal of directors and (ii) continuing our Company in a jurisdiction outside the Cayman Islands (including any special

resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our

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

Our Public Shareholders are not entitled to

vote on such matters during such time.

These provisions of our Amended and Restated Articles relating to these rights of holders of Class

B Ordinary Shares may be amended by a Special Resolution.

In accordance with Nasdaq corporate governance requirements, we are not required

to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq.

The term of office

of the first class of directors, which is Tara Kenney, will expire at our first annual general meeting.

The term of office of the second

class of directors, which consists of Dan Rosen and Ken Ruggiero, will expire at the second annual general meeting.

The term of office

of the third class of directors, which consists of Gautam Ivatury and Eric Lifshitz will expire at the third annual general meeting.

officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms

Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles.

of the Board of Directors

Board of Directors has established the Audit Committee.

Dan Rosen, Ken Ruggiero and Tara Kenney serve as the members of our Audit Committee.

2 unchanged sentences

Dan Rosen serves as the chairman of the Audit Committee.

Each member of the audit committee is financially literate and our Board of Directors has determined that Dan Rosen qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm;

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities.

Compensation Committee

Our Board of Directors has established a compensation committee.

The members of our compensation committee are Dan Rosen, Ken Ruggiero and Tara Kenney.

Each member of

the Audit Committee is financially literate and our Board of Directors has determined that Dan Rosen qualifies as an “audit committee

financial expert” as defined in applicable SEC rules.

have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including:

board oversight of (i) the integrity of our financial statements, (ii) our compliance with

legal and regulatory requirements, (iii) our independent registered public accounting firm’s

qualifications and independence, and (iv) the performance of our internal audit function

and independent registered public accounting firm;

the appointment, compensation, retention,

replacement, and oversight of the work of the independent registered public accounting firm

and any other independent registered public accounting firm engaged by us;

● pre-approving

all audit and non-audit services to be provided by the independent registered public accounting

firm or any other registered public accounting firm engaged by us, and establishing pre-approval

policies and procedures;

reviewing and discussing with the independent registered public

accounting firm all relationships the independent registered public accounting firm have

with us in order to evaluate their continued independence;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public

accounting firm describing (i) the independent registered public accounting firm’s

internal quality-control procedures and (ii) any material issues raised by the most recent

internal quality-control review, or peer review, of the independent registered public accounting

firm, or by any inquiry or investigation by governmental or professional authorities, within

the preceding five years respecting one or more independent audits carried out by the firm

and any steps taken to deal with such issues;

to review and discuss our annual audited financial statements and quarterly financial statements

with Management and the independent registered public accounting firm, including reviewing

our specific disclosures under “Management’s Discussion and Analysis of Financial

Condition and Results of Operations”;

reviewing and approving any related party transaction

required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior

to us entering into such transaction;

with management, the independent registered public accounting firm, and our legal advisors,

as appropriate, any legal, regulatory or compliance matters, including any correspondence

with regulators or government agencies and any employee complaints or published reports that

raise material issues regarding our financial statements or accounting policies and any significant

changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory

the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule

are triggered based upon a financial statement restatement or other financial statement change,

with the assistance of Management and to the extent that our securities continue to be listed

on an exchange and subject to the SEC Clawback Rule;

● implementing

and overseeing our cybersecurity and information security policies, and periodically reviewing

the policies and managing potential cybersecurity incidents.

Board of Directors has established the Compensation Committee.

The members of our Compensation Committee are Dan Rosen, Ken Ruggiero

and Tara Kenney.

Ken Ruggiero serves as chair of the Compensation Committee.

Under the Nasdaq Rules and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent.

Dan Rosen, Ken Ruggiero and Tara Kenney are each independent.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to Board approval of all of our other officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors.

Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who participate in the consideration and recommendation of director nominees are Dan Rosen, Ken Ruggiero and Tara Kenney.

Under the Nasdaq Rules and applicable SEC rules, we are

required to have a compensation committee of at least two members, all of whom must be independent.

Dan Rosen, Ken Ruggiero and Tara

Kenney are each independent.

have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating

our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer’s based on such evaluation;

and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity based

plans that are subject to Board approval of all of our other officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

Management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors;

the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement

restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance

of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.

Compensation Committee charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice

of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight

of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel

or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required

by Nasdaq and the SEC.

do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required

to do so by law or Nasdaq rules.

In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may

recommend a director nominee for selection by our Board of Directors.

Our Board of Directors believes that the independent directors

can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing

nominating committee.

The directors who participate in the consideration and recommendation of director nominees are Dan Rosen, Ken Ruggiero

and Tara Kenney.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

The Board of Directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting).

Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated Charter.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Prior to our initial Business Combination, holders of our public shares will not have the right to recommend director candidates for nomination to our Board of Directors.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees.

We have filed a copy of our form of Code of Ethics as an exhibit to the IPO Registration Statement.

You are able to review this document by accessing our public filings at the SEC’s website at www.sec.gov.

In addition, a copy of the Code of Ethics and the charters of the committees of our Board Of Directors will be provided without charge upon request from us.

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Trading Policies

On June 18, 2024, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules (the “Insider Trading Policy”).

The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Compensation Recovery and Clawback Policy

Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers.

The SEC has also adopted rules that direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results.

On June 18, 2024, our Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply with the final Clawback rules adopted by the SEC under Rule 10D-1 under the Exchange Act (the “Rule”), and the listing standards, as set forth in Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, our Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

As there is no standing

nominating committee, we do not have a nominating committee charter in place.

Board of Directors will also consider director candidates recommended for nomination by our shareholders during such times as they are

seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting).

Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in

our Amended and Restated Articles.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of

professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent

the best interests of our shareholders.

Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend

director candidates for nomination to our Board of Directors.

have adopted the Code of Ethics.

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive

amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive

officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure

under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website.

The information

included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and

any references to our website are intended to be inactive textual references only.

foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions

of the Code of Ethics, a copy of which is attached hereto as Exhibit 14.

June 18, 2024, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors,

officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable

Nasdaq Rules.

foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.

Executive Compensation.

None of our executive officers or directors have received any cash compensation for services rendered to us as of the date of this Report.

Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates.

Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial Business Combination.

We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account:

Reimbursement for office space, utilities and secretarial and administrative support made available to us by Melar Capital Group LLC, an affiliate of our Sponsor, in an amount equal to $10,000 per month;

Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial Business Combination;

We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;

Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination;

Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination.

Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors.

We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management Team’s motivation in identifying or selecting a target business but we do not believe that the ability of our Management Team to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 20, 2025 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:

· each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

· each of our executive officers and directors that beneficially owns our Ordinary Shares;

· all our executive officers and directors as a group.

In the table below, percentage ownership is based on 21,621,622 shares of our Ordinary Shares, consisting of (i) 16,000,000 Class A Ordinary Shares and (ii) 5,621,622 Class B Ordinary Shares, issued and outstanding as of March 20, 2025.

On all matters to be voted upon, except for (x) the appointment and removal of directors of the Board and (y) a vote to continue our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law.

of our executive officers or directors have received any cash compensation for services rendered to us as of the date of this Report.

Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our

or their affiliates.

Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account.

than quarterly Audit Committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement

or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our

behalf in connection with identifying and consummating an initial Business Combination.

are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors,

or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination,

including the following payments, all of which, if made prior to the completion of our initial Business Combination, have been and will

continue to be paid from funds held outside the Trust Account:

of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant to

the IPO Promissory Note.

As of December 31, 2025, the IPO Promissory Note had been paid in full and borrowings under the IPO Promissory

Note are no longer available;

● Reimbursement

for office space, utilities and secretarial and administrative support made available to us by MCG, an affiliate of our Sponsor, in an

amount equal to $10,000 per month pursuant to the Administrative Services Agreement;

of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation

of our initial Business Combination;

may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination

and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable

transactions;

● Reimbursement

for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination;

of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance

transaction costs in connection with an intended initial Business Combination.

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.

Such warrants

would be identical to the Private Placement Warrants;

of any Sponsor Loans made pursuant to the Sponsor Note.

for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid

consulting or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent

then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a

proposed initial Business Combination, including the Everli Registration Statement.

We have not established any limit on the amount

of such fees that may be paid by the combined company to our directors or members of Management.

It is unlikely the amount of such

compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination

business will be responsible for determining executive officer and director compensation.

compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either

by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board of

do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation

of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after our initial Business Combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our Management Team’s motivation in identifying or selecting

a target business, but we do not believe that the ability of our Management Team to remain with us after the consummation of our initial

Business Combination will be a determining factor in our decision to proceed with any potential Business Combination.

We are not party

to any agreements with our officers and directors that provide for benefits upon termination of employment.

more information on the proposed employment arrangements in connection with the Everli Business Combination, see Item 1.

and the Everli Registration Statement.

Recovery and Claw back Policy

June 18, 2024, our Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and

the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608.

At no time during the fiscal year covered

by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant

to the Clawback Policy, a copy of which is attached hereto as Exhibit 97.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 6, 2026 based on information

obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:

person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares;

of our executive officers and directors that beneficially owns our Ordinary Shares;

our executive officers and directors as a group.

the table below, percentage ownership is based on 21,621,622 shares of our Ordinary Shares, consisting of (i) 16,000,000 Class A Ordinary

Shares and (ii) 5,621,622 Class B Ordinary Shares, issued and outstanding as of March 6, 2026.

On all matters to be voted upon, except

for (x) the appointment and removal of directors of the Board and (y) a vote to continue our Company in a jurisdiction outside the Cayman

Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required

by applicable law.

Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these Private Placement Warrants are not exercisable within 60 days of the date of this Report.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary

Shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Ordinary Shares underlying

the Private Placement Warrants as the Private Placement Warrants are not exercisable within 60 days of the date of this Report.

Class A Ordinary Shares

Class B Ordinary Shares

of Total Outstanding

Percentage of

Name and Address of Beneficial Owner (1)

4 unchanged sentences

Melar Acquisition Sponsor I LLC (2)

First Trust Capital Management L.P.

The Goldman Sachs Group, Inc.

First Trust Parties (3)

Karpus Management, Inc.

Highbridge Capital Management, LLC (6)

Polar Asset Management Partners Inc.

AQR Capital Management, LLC (8)

LMR Partners LLP (9)

LMR Parties (6)

AQR Parties (7)

Meteora Parties (8)

Wolverine Parties (9)

Mizuho Financial Group, Inc.

Berkley Corporation (11)

Barclays PLC (12)

Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o 143 West 72nd Street, 4th Floor, New York, NY 10023.

Melar Acquisition Sponsor I LLC, our Sponsor, is the record holder of such shares.

Eco Crown Global LLC and Melar Capital SPAC Sponsor I LLC are the managing members of our Sponsor.

Gautam Ivatury, our Chief Executive Officer and Chairman, is the managing member of Eco Crown Global LLC.

Eric Lifshitz, our Chief Operating Officer and director, is the sole and managing member of Melar Capital SPAC Sponsor I LLC.

otherwise noted, the principal business address of each of the following entities or individuals is c/o Melar Acquisition Corp.

West 72nd Street, 4th Floor, New York, NY 10023.

Acquisition Sponsor I LLC, our Sponsor, is the record holder of such Class B Ordinary Shares.

Eco Crown Global LLC and Melar Capital

SPAC Sponsor I LLC are the managing members of our Sponsor.

Gautam Ivatury, our Chief Executive Officer and Chairman, is the managing

member of Eco Crown Global LLC.

Eric Lifshitz, our Chief Operating Officer and director, is the sole and managing member of Melar Capital

SPAC Sponsor I LLC.

Accordingly, Eco Crown Global LLC, Melar Capital SPAC Sponsor I LLC and Messrs.

Gautam Ivatury and Eric Lifshitz may be deemed to have or share beneficial ownership of the Class B Ordinary Shares held directly by our Sponsor.

Each of our other officers and directors is a member of our Sponsor or has direct or indirect economic interests in our Sponsor, and each of them disclaims any beneficial ownership other than to the extent of his or her pecuniary interest.

According to a Schedule 13G filed with the SEC on November 7, 2024 by First Trust Capital Solutions L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP LLC (“Sub GP”).

FTCM is an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company, specifically First Trust Multi-Strategy Fund and First Trust Merger Arbitrage Fund, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the “Client Accounts”).

Gautam Ivatury and Eric Lifshitz

may be deemed to have or share beneficial ownership of the Class B Ordinary Shares held directly by our Sponsor.

Each of our other officers

and directors is a member of our Sponsor or has direct or indirect economic interests in our Sponsor, and each of them disclaims any

beneficial ownership other than to the extent of his or her pecuniary interest.

(3) According

to a Schedule 13G filed with the SEC on November 7, 2024 by (i) First Trust Capital Management L.P.

(“FTCM”), (ii) First

Trust Capital Solutions L.P.

(“FTCS”) and (iii) FTCS Sub GP LLC (“Sub GP” and collectively with FTCM and FTCS,

the “First Trust Parties”).

FTCM is an investment adviser registered with the SEC that provides investment advisory services

to, among others, (x) series of Investment Managers Series Trust II, an investment company registered under the Investment Company, specifically

First Trust Multi-Strategy Fund and First Trust Merger Arbitrage Fund, (y) First Trust Alternative Opportunities Fund, an investment

company registered under the Investment Company Act, and (z) Highland Capital Management Institutional Fund II, LLC, a Delaware limited

liability company (collectively, the “Client Accounts”).

FTCS is a Delaware limited partnership and control person of FTCM.

Sub GP is a Delaware limited liability company and control person of FTCM.

As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of the Issuer) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer’s Ordinary Shares held in the Client Accounts.

As of September 30, 2024, FTCM, FTCS and Sub GP collectively owned 1,608,851 of the outstanding Class A Ordinary Shares.

FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in the Schedule 13G.

As investment adviser to the Client Accounts, FTCM has the

authority to invest the funds of the Client Accounts in securities (including the Public Shares) as well as the authority to purchase,

vote and dispose of securities, and may thus be deemed the beneficial owner of any Public Shares held in the Client Accounts.

As of September

30, 2024, the First Trust Parties collectively owned 1,608,851 Public Shares.

FTCS and Sub GP may be deemed to control FTCM and therefore

may be deemed to be beneficial owners of the Ordinary Shares reported in the Schedule 13G.

No one individual controls FTCS or Sub GP.

FTCS and Sub GP do not own any Class A Ordinary Shares for their own accounts.

The principal business address of FTCM, FTCS and Sub GP is 225 W.

FTCS and Sub GP do not own any Public Shares for their own accounts.

The principal business address of each of the First Trust Parties

Wacker Drive, 21st Floor, Chicago, IL 60606.

According to a Schedule 13G filed with the SEC on November 7, 2024 by The Goldman Sachs Group, Inc.

(“GS Group”) and Goldman Sachs & Co.

LLC (“Goldman Sachs”).

The securities being reported on by GS Group, as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs.

Goldman Sachs is a subsidiary of GS Group.

The principal business address of GS Group and Goldman Sachs is 200 West Street, New York, NY 10282.

According to a Schedule 13G filed with the SEC on November 13, 2024 by Karpus Management, Inc.

(4) According

to a Schedule 13G filed with the SEC on November 13, 2024 by Karpus Management, Inc.

d/b/a Karpus Investment Management (“Karpus”).

The shares are owned directly by the accounts managed by Karpus.

The principal business address of Karpus is 183 Sully’s Trail, Pittsford, New York 14534.

According to a Schedule 13G filed with the SEC on November 14, 2024 by Highbridge Capital Management, LLC (“Highbridge”).

The principal business address of Highbridge is 277 Park Avenue, 23rd Floor, New York, New York 10172.

According to a Schedule 13G filed with the SEC on November 14, 2024 by Polar Asset Management Partners Inc.

(“Polar”), which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”) with respect to the shares directly held by PMSMF.

The principal business address of Polar is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

According to a Schedule 13G filed with the SEC on November 14, 2024 by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC.

AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC.

AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC.

The principal business address of the reporting persons is One Greenwich Plaza, Greenwich, CT 06830.

According to a Schedule 13G filed with the SEC on November 14, 2024 by LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited, LMR Partners (Ireland) Limited, Ben Levine and Stefan Renold.

LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the “LMR Investment Managers”), which serve as the investment managers to certain funds with respect to the Class A Ordinary Shares.

Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds.

The principal business address of the reporting persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

According to a Schedule 13G/A filed with the SEC on January 10, 2025 by Barclays Capital Inc for Ramya Rao.

The principal business address of Ramya Rao is 1 Churchill Place, London - E14 5HP

Securities Authorized for Issuance under Equity Compensation Plans

Changes in Control

Certain Relationships and Related Transactions, and Director Independence.

On March 11, 2024, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our Initial Public Offering costs in exchange for 6,060,811 Founder Shares.

The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 17,250,000 Units if the underwriters’ over-allotment option is exercised in full, and therefore that such Founder Shares would represent 26% of the outstanding shares after the Initial Public Offering.

Up to 790,541 of the Founder Shares would be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised.

On July 24, 2024, 439,189 Founder Shares were forfeited by the Sponsor.

Simultaneously with the closing of the Initial Public Offering, our Sponsor and the underwriters of the Initial Public Offering purchased an aggregate of 5,000,000 Private Placement Warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per warrant, or $5,000,000 in the aggregate, in a Private Placement.

Of those 5,000,000 Private Placement Warrants, our Sponsor purchase 3,500,000 Private Placement Warrants and the underwriters purchased 1,500,000 Private Placement Warrants.

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by our Sponsor, the underwriters, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by the underwriters and/or their designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8).

Prior to or in connection with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account.

The Company entered into the Administrative Services 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 Global Market tier of Nasdaq through the earlier of the Company’s consummation of a Business Combination and its liquidation.

For the period from March 11, 2024 (inception) through December 31, 2024, the Company incurred $64,220 in fees for these services, respectively, which amounts are included in the accompanying statement of operations.

The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering.

The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering.

The outstanding balance of $249,389 was repaid at the closing of the Initial Public Offering on June 20, 2024 with an excess of $887 repaid to the Sponsor.

At December 31, 2024, the excess of $887 was netted on the balance sheet as a component of due to the Sponsor.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans.

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 warrant at the option of the lender.

Karpus is a registered investment adviser and the Public Shares are owned directly by the accounts managed by Karpus.

The principal business

address of Karpus is 183 Sully’s Trail, Pittsford, NY 14534.

(5) According

to a Schedule 13G filed with the SEC on November 14, 2024 by Polar Asset Management Partners

Inc., a company incorporated

under the laws of Ontario, Canada (“Polar”), which serves as the investment advisor

to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”)

with respect to the Public Shares directly held by PMSMF.

The principal business address

of Polar is 16 York Street, Suite 2900, Toronto, ON, M5J 0E6, Canada.

(6) According

to a Schedule 13G filed with the SEC on November 14, 2024 by (i)

LMR Partners LLP, a United Kingdom limited liability partnership (“LMR”), (ii)

LMR Partners Limited, a Hong Kong corporation (“LMR Limited”), (iii) LMR Partners

LLC, a Delaware limited liability company (“LMR LLC”), (iv) LMR Partners AG,

a Swiss corporation (“LMR AG”), (v) LMR Partners (DIFC) Limited, an United Arab

Emirates corporation (“LMR DIFC”), (vi) LMR Partners (Ireland) Limited, a limited

company incorporated in Ireland (“LMR Ireland,” collectively with LMR,

LMR Limited, LMR LLC, LMR AG and LMR DIFC, the “LMR Investment Managers”), (vii)

Ben Levine, a citizen of the United Kingdom (“Mr.

Levine”), and (viii) Stefan

Renold, a citizen of Switzerland (“Mr.

Renold,” collectively with the LMR Investment

Managers and Mr.

Levine, the “LMR Parties”).

The LMR Investment Managers serve

as the investment managers to certain funds with respect to the Public Shares held by certain

Levine and Renold are ultimately in control of the investment and voting decisions

of the LMR Investment Managers with respect to the securities held by certain funds.

principal business address of each of the LMR Parties is c/o LMR Partners LLP, 9th Floor,

Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

(7) According

to a Schedule 13G filed with the SEC on November 14, 2024 by (i) AQR Capital Management,

LLC, a Delaware limited liability company (“AQR”), (ii) AQR Capital Management

Holdings, LLC, a Delaware limited liability company (“AQR Holdings”), (iii) AQR

Arbitrage, LLC, a Delaware limited liability company (collectively, with AQR and AQR Holdings,

the “AQR Parties”).

The principal business address of each of the AQR Parties

is One Greenwich Plaza, Suite 130, Greenwich, CT 06830.

(8) According

to a Schedule 13G filed with the SEC on August 14, 2025 by (i) Meteora Capital, LLC, a Delaware

limited liability company (“Meteora Capital”) with respect to the Public Shares

held by certain funds and managed accounts to which Meteora Capital serves as investment

manager (collectively, the “Meteora Funds”);

and (ii) Vik Mittal, a citizen of

the United States (“Mr.

Mittal, and together with Meteora Capital, the “Meteora

Parties”), who serves as the Managing Member of Meteora Capital, with respect to the

Public Shares held by the Meteora Funds.

The principal business address of each of the Meteora

Parties is 1200 N Federal Hwy, #200, Boca Raton FL 33432

(9) According

to a Schedule 13G filed with the SEC on October 10, 2025 by (i) Wolverine Asset Management,

LLC, an Illinois limited liability company (“WAM”), (ii) Wolverine Holdings,

L.P., an Illinois limited partnership (“Wolverine Holdings”), (iii) Wolverine

Trading Partners, Inc., an Illinois corporation (“WTP”), (iv) Christopher L.

Gust, a citizen of the United States (“Mr.

Gust”) and (v) Robert R.

a citizen of the United States (“Mr.

Bellick,” and collectively with WAM, Wolverine

Holdings, WTP and Mr.

Gust, the “Wolverine Parties”).

WAM is an investment manager

and has voting and dispositive power over 926,328 Public Shares as of September 30, 2025.

The sole member and manager of WAM is Wolverine Holdings.

Bellick and Mr.

deemed to control WTP, the general partner of Wolverine Holdings.

Wolverine Flagship Fund

Trading Limited is known to have the right to receive the receipt of dividends from, or the

proceeds from the sale of, the Public Shares that may be deemed to be beneficially owned

The principal business address of each of the Wolverine Parties is c/o Wolverine

Asset Management, LLC, 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

(10) According

to a Schedule 13G filed with the SEC on November 13, 2025 by Mizuho Financial Group, Inc.,

a Japanese parent holding company(“Mizuho”).

Mizuho, Mizuho Bank, Ltd.

Americas LLC may be deemed to be indirect beneficial owners of the Public Shares directly

held by Mizuho Securities USA LLC, which is their wholly-owned subsidiary.

The principal

business address of Mizuho is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.

(12) According

to a Schedule 13G filed with the SEC on February 11, 2026 by W.

Berkley Corporation and

Berkley Insurance Company.

The principal business address of both entities is 475 Steamboat

Road, Greenwich, CT 06830.

(12) According

to a Schedule 13G/A filed with the SEC on March 21, 2025 by Barclays PLC, a United Kingdom

public limited company (“Barclays”).

The principal business address of Barclays

is 1 Churchill Place, London - E14 5HP.

Authorized for Issuance under Equity Compensation Plans

For more information on the Everli Business

Combination, please see Item 1.

“Business” and the Everli Registration Statement.

Certain Relationships and Related Transactions, and Director

Independence.

March 11, 2024, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our Initial Public Offering costs in

exchange for 6,060,811 Founder Shares.

number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering

would be a maximum of 17,250,000 Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares

would represent 26% of the outstanding Ordinary Shares after the Initial Public Offering.

Up to 790,541 of the Founder Shares would

be surrendered for no consideration depending on the extent to which the Over-Allotment Option was exercised.

On June 20, 2025,

simultaneously with the Initial Public Offering, the Underwriters partially exercised their Over-Allotment Option and purchased

1,000,000 Option Units, with 45 days to purchase the remaining 1,250,000 Option Units.

On August 4, 2024, the remaining

Over-Allotment Option expired worthless, and 439,189 Founder Shares were forfeited by the Sponsor.

Simultaneously

with the closing of the Initial Public Offering and pursuant to the Private

Placement Warrants Purchase Agreements, we completed the private sale of an aggregate of 5,000,000 Private Placement Warrants to our

Sponsor, CCM and Seaport in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds

to our Company of $5,000,000.

Of those 5,000,000 Private Placement Warrants, (i) the Sponsor purchased 3,500,000 Private Placement Warrants

and (ii) CCM and Seaport purchased an aggregate to 1,500,000 Private Placement Warrants.

The Private Placement Warrants are identical

to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.

So long as they are held by our Sponsor, CCM,

Seaport, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares

issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold

by the holders until 30 days after the completion of our initial Business Combination, (ii) will be entitled to registration

rights and (iii) with respect to Private Placement Warrants held by the CCM, Seaport and/or their designees, will not be exercisable

more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).

to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors,

or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order

to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination,

will be paid from funds held outside the Trust Account.

entered into the Administrative Services Agreement with MCG, 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 June 18, 2024, the date our securities were

first listed on the Global Market tier of Nasdaq, through the earlier of our consummation of a Business Combination and our liquidation.

As of December 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024, we incurred $120,000 and $64,220,

respectively, in fees for these services, of which such amount is included in accrued expenses in the consolidated balance sheets of

the financial statements included elsewhere this Report.

to the closing of our Initial Public Offering, on March

11, 2024, our Sponsor agreed to loan us an aggregate of up to $300,000

under the IPO Promissory Note to cover expenses related to the Initial Public Offering.

Such loans and advances were non-interest bearing

and payable on the earlier of December 31, 2024 or the completion of our Initial Public Offering.

The loan of $249,389 was fully repaid

upon the consummation of our Initial Public Offering on June 20, 2024 with an excess of $887 repaid to the Sponsor.

At December 31, 2024,

the excess of $887 reduced the payment for the administrative services fees pursuant to the Administrative Services Agreement.

No additional

borrowing is available under the IPO Promissory Note.

May 30, 2025, we entered into the First Everli Note with Everli and the Pledging Stockholder for a principal amount of up to $300,000.

The First 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 First Everli Note was due and payable on the earliest of:

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

(as defined in the First Everli Note) was terminated by our Company in our 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 us and Everli;

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

On August 18, 2025, the First

Everli Note was amended and restated to, among other things, amend the principal amount of the First Everli Note up to $1,000,000, including

an original issue discount of ten percent (10%).

On September 12, 2025, the First Everli Note was further amended to increase the principal

amount to up to $1,250,000.

On September 29, 2025, the First Everli Note was further amended to increase the principal amount to up to

As of December 31, 2025 and December 31, 2024, Everli had borrowed $3,250,000 and $0, respectively (via cash borrowings and

the payment of multiple invoices by us for Everli), under the First Everli Note, as amended, and had an outstanding balance of $3,805,862

(including interest) and $0, respectively, on the consolidated balance sheets included elsewhere in this Report.

May 30, 2025, we issued the Sponsor Note in the aggregate principal amount of up to $300,000 to the Sponsor, for the Sponsor Loan.

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 us in our 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 us and Everli;

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.

On August 18, 2025, the Sponsor

Note was amended and restated to, among other things, amend the principal amount of the Sponsor Note up to $1,000,000, including an original

issue discount of ten percent (10%).

On September 12, 2025, the Sponsor Note was further amended to increase the principal amount to

up to $1,250,000.

On September 29, 2025, the Sponsor Note was further amended to increase the principal amount to up to $3,250,000.

of December 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024, we had borrowed $3,178,079 and $0, respectively,

under the Sponsor Loan and reported $3,718,011 (including interest) and $0, respectively, on the consolidated balance sheets included

elsewhere in this Report.

October 21, 2025, Everli entered into the Second Everli Note with MCG, an affiliate of the Sponsor, for the aggregate principal amount

of $7,500,000, which includes a $750,000 original issue discount.

The Second Everli Note bears interest at 17.5% per annum and is secured

by the assets of Everli and its subsidiaries.

The principal under the Everli Notes satisfied the $10,000,000 Bridge Financing (as defined

in the Everli Merger Agreement) requirement as provided in the Everli Merger Agreement.

The principal and accrued interest of the Second

Everli Note shall be due and payable on the twelfth-month anniversary of the issuance date of the note.

MCG has a right to convert any

outstanding balance under the Second Everli Note into fully paid and nonassessable shares of our Class A Common Stock at a rate set forth

in the Second Everli Note at any time or times on or after the Everli Business Combination.

We were a signatory to the Second Everli

Note to acknowledge, among other things, the conversion right and the parity of the security interest granted under the First Everli

Note and the security interest granted under the Second Everli Note.

The Second Everli Note creates no direct financial obligation or

an off-balance sheet arrangement for us.

As of December 31, 2025 and the period from March 11, 2024 (inception) through December 31,

2024, Everli had borrowed $3,250,000 and $0, respectively, under the Second Everli Note.

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain

of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required.

we complete a Business Combination, we will repay such Working Capital Loans.

In the event that a Business Combination does not close,

we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from

our Trust Account would be used for such repayment.

Up to $1,500,000 of such Working Capital Loans may be converted into warrants of

the post-Business Combination entity at a price of $1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

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

Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

We have until June 20, 2026 or until such earlier liquidation date as our board of directors may approve, to consummate our initial Business Combination.

If we anticipate that we may be unable to consummate our initial Business Combination within such Combination Period, we may seek shareholder approval to amend our Amended and Restated Charter to extend the date by which we must consummate our initial Business Combination.

If we seek shareholder approval for an extension, holders of Public Shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, our initial Business Combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to applicable law.

Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial Business Combination will be made using funds held outside the Trust Account.

After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may hold in connection with the completion of our initial Business Combination.

We have entered into a Registration Rights Agreement with respect to the Founder Shares and Private Placement Warrants.

Under the Registration Rights Agreement, the holders of the Founder Shares, Private Placement Warrants and the Class A Ordinary Shares underlying such Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration

rights agreement signed on the effective date of the Initial Public Offering.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Director Independence

The Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering.

We have three “independent directors” as defined in the Nasdaq Rules and applicable SEC rules.

Our Board of Directors has determined that Dan Rosen, Ken Ruggiero and Tara Kenney are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Other than as set forth above, the terms of such Working Capital Loans,

if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.

As of December 31, 2025

and the period from March 11, 2024 (inception) through December 31, 2024, we did not have any borrowings under any Working Capital Loans.

Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an

affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all

rights to seek access to funds in our Trust Account.

have until June 20, 2026, or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business

If we anticipate that we may be unable to consummate our initial Business Combination within such Combination Period, we

may seek shareholder approval to amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business

If we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity to redeem their

Public Shares, regardless of whether they abstain, vote for, or against, our initial Business Combination, at a per share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of taxes payable,

if any), divided by the number of then issued and outstanding Public Shares, subject to applicable law.

of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial

Business Combination will be made using funds held outside the Trust Account.

our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy

solicitation or tender offer materials, as applicable, furnished to our shareholders, such as the Everli Registration Statement.

unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a

general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination

business to determine executive and director compensation.

Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their

redemption rights with respect to their Founder Shares and any Public Shares they may hold in connection with the completion of our

initial Business Combination.

Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose

any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in

connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business

Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or

pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders with the opportunity to redeem

their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to

pay our taxes, if any, divided by the number of then outstanding Public Shares.

have entered into a Registration Rights Agreement with respect to the Founder Shares and Private Placement Warrants.

Under the Registration

Rights Agreement, the holders of the Founder Shares, Private Placement Warrants and the Class A Ordinary Shares underlying such Private

Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans will have registration rights to require

us to register a sale of any of our securities held by them and any other of our securities acquired by them prior to the consummation

of the initial Business Combination.

The holders of these securities are entitled to make up to three demands, excluding short form demands,

that we register such securities.

In addition, the holders have certain piggy-back registration rights with respect to registration statements

filed subsequent to the completion of the initial Business Combination.

We will bear the expenses incurred in connection with the filing

of any such registration statements.

more information on the agreements entered into in connection with the Everli Business Combination, see Item 1.

and the Everli Registration Statement.

Nasdaq Rules require that a majority of our Board of Directors be independent

within one year of our Initial Public Offering.

An “independent director” is defined generally as a person who, in the opinion

of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder

or officer of an organization that has a relationship with the company).

Our Board of Directors has determined that each of Dan Rosen,

Ken Ruggiero and Tara Kenney are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules.

Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Withum for services rendered.

During the period from March 11, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $145,600 for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2024 financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees

During the period from March 11, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

During the period from March 11, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees

During the period from March 11, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board of Directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

following is a summary of fees paid or to be paid to Withum for services rendered.

Audit fees consist of the

aggregate fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided

by Withum in connection with regulatory filings.

The aggregate fees of Withum for professional services rendered for the (i) audit of

our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and

other required filings with the SEC for the year ended December 31, 2025 and the period from March 11, 2024 (inception) through December

31, 2024 totaled approximately $101,920 and $94,120, respectively.

The above amounts include interim procedures and audit fees, as well

as attendance at Audit Committee meetings.

Audit-Related

Audit-related

fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit

or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that

are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Withum

for any audit-related fees for the year ended December 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024.

fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay Withum for tax services, planning or advice for the year ended

December 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024.

other fees consist of the aggregate fees billed for all other services.

did not pay Withum for any other services for the year ended December 31, 2025 and the period from March 11, 2024 (inception) through

December 31, 2024.

Audit Committee was formed upon the consummation of our Initial Public Offering.

As a result, the Audit Committee did not

pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were

approved by our Board of Directors.

Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee

has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our

auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the

Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

Exhibit and Financial Statement Schedules.

(a) The following documents are filed as part of this Report:

following documents are filed as part of this Report:

(1) Financial Statements

1 unchanged sentence

Financial Statements:

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Deficit

Statement of Cash Flows

Notes to Financial Statements

(2) Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations for Year Ended December 31, 2025 and for the Period from March 11, 2024 (Inception) Through December 31, 2024

Consolidated Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from March 11, 2024 (Inception) Through December 31, 2024

Consolidated Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from March 11, 2024 (Inception) Through December 31, 2024

Notes to Consolidated Financial Statements

(2) Financial

Statement Schedules

financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required

information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference

can be inspected on the SEC website at www.sec.gov.

Form 10-K Summary.

Omitted at our Company’s option.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

at our Company’s option.

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100 ) F-2

Consolidated Financial Statements:

Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3

Consolidated Statements of Operations for the Year Ended December 31, 2025 and for the Period from March 11, 2024 (Inception) Through December 31, 2024 F-4

Consolidated Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from March 11, 2024 (Inception) Through December 31, 2024 F-5

Consolidated Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from March 11, 2024 (Inception) Through December 31, 2024 F-6

Notes to Consolidated Financial Statements F-7 to F-20

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors

Melar Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Melar Acquisition Corp.

I (the “Company’) as of December 31, 2024, and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from March 11, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period from March 11, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of Melar Acquisition Corp.

I (the “Company’) as of December 31, 2025 and 2024, and the related consolidated

statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025 and for the period

from March 11, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December

31, 2025 and for the period from March 11, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company has a working capital deficit and needs to complete a Business Combination by the close of business on June 20, 2026, otherwise

the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation

and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

We have served as the Company's auditor since

2 unchanged sentences

March 6, 2026

MELAR ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2024

ACQUISITION CORP.

BALANCE SHEETS

Current assets

Due from Everli

Prepaid expenses

Total current assets

Long-term prepaid expenses

Long-term prepaid insurance

Marketable securities and cash held in Trust Account

$ 175,314,766

$ 165,521,616

LIABILITIES AND SHAREHOLDERS’ DEFICIT

5 unchanged sentences

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A ordinary shares subject to possible redemption, 16,000,000 shares at redemption value of approximately $ 10.28 per share

Class A Ordinary Shares subject to possible redemption, 16,000,000 shares at redemption value of $ 10.71 and $ 10.28 per share at December 31, 2025 and 2024, respectively

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding

none issued or outstanding at December 31, 2025 and 2024

Class A Ordinary Shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued or outstanding (excluding 16,000,000 shares subject to possible redemption)

none issued or outstanding at December 31, 2025 and 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

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

Additional paid-in capital

1 unchanged sentence

( 6,986,745 )

( 5,527,214 )

TOTAL SHAREHOLDERS’ DEFICIT

( 6,986,183 )

( 5,526,652 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

The accompanying notes are an integral part of these financial statements.

MELAR ACQUISITION CORP.

STATEMENT OF OPERATIONS

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

$ 175,314,766

$ 165,521,616

accompanying notes are an integral part of these consolidated financial statements.

ACQUISITION CORP.

STATEMENTS OF OPERATIONS

General and administrative costs

Loss from operations

Other income:

Change in fair value of over-allotment option liability

( 1,475,992 )

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

Weighted average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and Diluted net income per share, Class A ordinary shares subject to possible redemption

Weighted average shares outstanding, Class B non-redeemable ordinary shares

Basic net income per share, Class B non-redeemable ordinary shares

Weighted average shares outstanding, Class B non-redeemable ordinary shares

Diluted net income per share, Class B non-redeemable ordinary shares

The accompanying notes are an integral part of these financial statements.

MELAR ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

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

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

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

accompanying notes are an integral part of these consolidated financial statements.

ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2025 AND

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

Ordinary Shares

9 unchanged sentences

Fair value of Public Warrants at issuance

Allocated value of transaction costs to Public and Private Warrants

Allocated value of transaction costs to Warrants

Forfeiture of Class B Ordinary Shares from Sponsor

2 unchanged sentences

( 5,526,652 )

The accompanying notes are an integral part of these financial statements.

MELAR ACQUISITION CORP.

STATEMENT OF CASH FLOWS

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

Accretion for Class A Ordinary Shares to redemption amount

( 6,998,961 )

Balance – December 31, 2025

$ ( 6,986,745 )

$ ( 6,986,183 )

accompanying notes are an integral part of these consolidated financial statements.

ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

3 unchanged sentences

( 6,998,961 )

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

( 4,407,016 )

Payment of general and administrative costs through IPO 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

3 unchanged sentences

( 160,000,000 )

Payment of invoices on behalf of Everli

( 3,250,000 )

Net cash used in investing activities

( 3,250,000 )

( 160,000,000 )

Cash Flows from Financing Activities:

1 unchanged sentence

Proceeds from sale of Private Placements Warrants

Repayment of promissory note - related party

Repayment of IPO Promissory Note - related party

Proceeds from Sponsor Loan

Payment of offering costs

3 unchanged sentences

Cash – End of period

Noncash investing and financing activities:

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

Deferred offering costs paid through IPO Promissory Note – related party

Deferred underwriting fee payable

Over-allotment liability at Initial Public Offering date

Forfeiture of Class B Ordinary Shares

The accompanying notes are an integral part of these financial statements.

MELAR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

accompanying notes are an integral part of these consolidated financial statements.

ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Melar Acquisition Corp.

Acquisition Corp.

I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 11,

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”).

The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of December 31, 2024, the Company had not commenced any operations.

All activity for the period from March 11, 2024 (inception) through December 31, 2024 relates to the Company’s formation, its initial public offering, which is described below (“Initial Public Offering”), 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 interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

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 or entities (the “Business Combination”).

of December 31, 2025, the Company had not commenced any operations.

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

December 31, 2025 relates to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the

Initial Public Offering, identifying a target company for and consummating a Business Combination, including the Everli Business Combination

(as defined and described below).

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 (as defined below) and interest

income on the Everli Note (as defined below) (see Note 2).

The Company has selected December 31 as its fiscal year end.

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

On June 20, 2024, the Company consummated the Initial Public Offering of 16,000,000 units (the “Units”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 1,000,000 Units (see Note 6), at $ 10.00 per Unit, generating gross proceeds of $ 160,000,000 , which is discussed in Note 3.

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

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 J.V.B.

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.

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.

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”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

Company’s sponsor is Melar Acquisition Sponsor I LLC, a Delaware

limited liability Company (the “Sponsor”).

Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S.

Securities and Exchange Commission

(the “SEC”) on May 31, 2024, as amended (File No.

was declared effective on June 17, 2024 (the “IPO Registration Statement”).

On June 20, 2024, the Company consummated

the initial public offering of 16,000,000 units of the Company at $ 10.00 per unit (the “Units”), which included the partial

exercise by the several underwriters of the Initial Public Offering (the “Underwriters”) of their over-allotment option (the

“Over-Allotment Option”) in the amount of 1,000,000 Units (the “Option Units”), at $ 10.00 per Unit, generating

gross proceeds of $ 160,000,000 (the “Initial Public Offering”), which is discussed in Note 3.

Each Unit consists of one Class

A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class

A Ordinary Shares included in the Units, the “Public Shares”) and one-half of one redeemable warrant of the Company (the

“Public Warrants”).

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,000,000 warrants (the “Private

Placement Warrants,” and together with the Public Warrants, the “Warrants”) at a price of $ 1.00 per Private Placement

Warrant, in a private placement to (i) the Sponsor, (ii) Cohen & Company Capital Markets, a division of Cohen & Company Securities

(“CCM”) and Seaport Global Securities LLC (“Seaport,” together with CCM, the “ Representatives”),

as representatives of the Underwriters, generating gross proceeds of $ 5,000,000 (the “Private Placement”), which is described

Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share.

costs amounted to $ 10,184,856 , consisting of $ 3,000,000 of cash underwriting fee, the Deferred Fee (as defined in Note 6) of $ 6,600,000 ,

and $ 584,856 of other offering costs.

Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds

of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally

applied toward consummating a Business Combination (less the Deferred Fee and taxes payable, if any).

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 the Deferred Fee held and taxes payable on the income earned on the Trust Account,

if any) 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”).

There is no assurance that the Company

will be able to successfully effect a Business Combination.

the closing of the Initial Public Offering, on June 20, 2024, an amount of $ 160,000,000 ($ 10.00 per Unit) from both the net

proceeds of the Initial Public Offering and a portion of the net proceeds from the Private Placement was placed in a trust account

(the “Trust Account”) located in the United States, with Continental Stock Transfer & Trust Company

(“Continental”) acting as trustee and are initially held in cash, including in demand deposit accounts at a bank, or

invested in U.S.

Department of the Treasury (“Treasury”) obligations with a maturity of 185 days or less or in money

market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, that invest only in direct Treasury

the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the

intended Business Combination.

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 the Company holds investments in the Trust Account, the Company may, at

any time (based on Management’s ongoing assessment of all factors related to the potential status of the Company under the

Investment Company Act), instruct Continental 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.

MELAR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 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.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations;

the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination.

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, 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.

The Company will provide its public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, the Company’s initial Business Combination, all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations.

The amount in the Trust Account was initially $ 10.00 per public share.

The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have only the duration of the Completion Window to complete the initial Business Combination.

However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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 Private Placement will not be released from the Trust Account until the

earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable

to complete the initial Business Combination by June 20, 2026 (as may

be extended by shareholder approval to amend the Company’s amended and restated memorandum and articles of association (the “Amended

and Restated Articles”) to extend the date by which the Company must consummate an initial Business Combination) or by such earlier

liquidation date as the Company’s board of directors may approve (the “Combination Period”)), subject to applicable

law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Amended and Restated

Articles to modify (x) 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 Public Shares if the Company has not consummated an initial Business Combination within the Combination

Period or (y) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

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 holders of the Public Shares (the “Public Shareholders”).

Company will provide the Public Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against,

the Company’s initial Business Combination, all or a portion of their Public Shares upon the completion of the initial Business

Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder

vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business

Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled

to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account

calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds

held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations

of applicable law and the Amended and Restated Articles.

As of December 31, 2025, the amount of the Trust Account was $ 10.71 per Public

Ordinary Shares (as defined in Note 2) subject to redemption were recorded at a redemption value and classified as temporary equity at

the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting

Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).

such case, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the

Business Combination.

Company has only the duration of the Combination Period to complete the initial Business Combination.

However, if the Company is unable

to complete its initial Business Combination within the Combination Period, the Company will (i) cease all operations except for

the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter (and subject

to lawfully available funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount

then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of

taxes payable, if any, and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public

Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive

further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each

case to obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, dated June 17, 2024

(as amended, the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with

respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with (x) the completion of the initial

Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial

Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and

(y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) 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 Public

Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material

provisions relating to shareholders’ rights or pre-initial Business Combination;

(ii) waive their redemption rights with

respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and

Restated Articles;

(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 Combination Period, 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 Combination Period and to liquidating distributions from assets outside the Trust Account;

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 FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 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;

(ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to 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 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;

(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 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.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company.

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

Liquidity and Going Concern

As of December 31, 2024, the Company had $ 878,254 in its operating bank account and working capital of $ 1,002,496 .

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, 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s

independent public accountants) for services rendered or products sold to the Company, or a prospective target business with which the

Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce

the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share

held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions

in the value of the Trust Account assets, less income taxes payable, provided that such liability will not apply to any claims by a third

party (other than the Company’s independent public accountants) or prospective target business who executed a waiver of any and

all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under

the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,

as amended (the “Securities Act”).

However, the Company has not asked the Sponsor to reserve for such indemnification obligations,

nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company

believes that the Sponsor’s only assets are securities of the Company.

Therefore, there can be no assurance that the Sponsor will

be able to satisfy those obligations.

Proposed Business Combination

July 30, 2025, the Company entered into an Agreement and Plan of Merger, as amended on October 2, 2025 (as it may be further amended,

supplemented and/or restated from time to time, the “Everli Merger Agreement”) with (i) MAC I Merger Sub Inc., a Nevada corporation

and a wholly-owned subsidiary of the Company (“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 Everli Merger Agreement, and (iv) Salvatore Palella (the “Escrowed

Pursuant to the Everli 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 SEC on July 31, 2025, August 5, 2025, October 3,

2025, October 24, 2025, December 8, 2025 and January 29, 2026 and the other filings the Company and Everli may make from time to time

with the SEC (see Note 10).

Capital Resources and Going Concern

of December 31, 2025, the Company had $ 32,075 in its operating bank account and a working capital deficit of $ 386,183 .

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 Combination Period, the Company will trigger an automatic winding up, dissolution and liquidation pursuant

to the terms of the Amended and Restated Articles.

In connection with the Company’s assessment of going concern considerations

in accordance with FASB ASC Topic 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 raise substantial doubt about the Company’s ability to continue as a going concern within one year

after the date that the accompanying 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.

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 accompanying consolidated financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

MELAR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Segment Reporting

The Company complies with ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

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.

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) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

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

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 $ 878,254 in cash and no cash equivalents as of December 31, 2024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying consolidated financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles

generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MAC I Merger Sub

All intercompany transactions have been eliminated.

Growth Company Status

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 of 2002, as amended, 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.

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) are required to comply with the new

or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period

and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.

has elected not to opt out of such extended transition period, which means that, when a standard is issued or revised and it has different

application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard

at the time private companies adopt the new or revised standard.

This may make comparison of the accompanying consolidated financial

statements with another public company that is neither an (i) emerging growth company nor (ii) emerging growth company that has opted

out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

preparation of the accompanying consolidated financial statements in conformity with GAAP requires Management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses

at the date of the accompanying consolidated financial statements.

Actual results could differ from those estimates.

estimates requires Management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the accompanying consolidated financial statements, which

Management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

the actual results could differ significantly from those estimates.

and Cash Equivalents

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

The Company had $ 32,075 and $ 878,254 in cash and no cash equivalents as of December 31, 2025 and 2024, respectively.

Securities and Cash Held in Trust Account

December 31, 2025 and 2024, substantially all of the assets held in the Trust Account were held in money market funds that were invested

in Treasury securities.

The Company accounts for its marketable securities as trading securities under FASB ASC Topic 320, “Investments—Debt

and Equity Securities,” where securities are presented at fair value on the accompanying consolidated balance sheets.

Trading securities

are presented on the accompanying 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 consolidated statements of operations.

The estimated fair values of investments held

in the Trust Account are determined using available market information.

Fair values of these investments are determined by Level 1 inputs

utilizing quoted prices (unadjusted) in active markets for identical assets.

MELAR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Marketable Securities and Cash Held in Trust Account

At December 31, 2024, primarily all of the assets held in the Trust Account were held in money market funds which are invested in U.S.

Treasury securities.

All of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet 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 statement of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

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

For the period from March 11, 2024 (inception) through December 31, 2024, the Company did not withdraw any interest earned on the Trust Account.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A,” Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares.

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.

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 balance sheet, primarily due to its short-term nature.

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 Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

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

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

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.

May 30, 2025, we entered into the First Everli Note with Everli and the Pledging Stockholder for a principal amount of up to $ 300,000 .

The First 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 First Everli Note was due and payable on the earliest of:

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

(as defined in the First Everli Note) was terminated by our Company in our 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 us and Everli;

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

On August 18, 2025, the First Everli Note was

amended and restated to, among other things, amend the principal amount of the First Everli Note up to $ 1,000,000 , including an original

issue discount (an “OID”) of ten percent ( 10 %).

On September 12, 2025, the First Everli Note was further amended to increase

the principal amount to up to $ 1,250,000 .

On September 29, 2025, the First Everli Note was further amended to increase the principal

amount to up to $ 3,250,000 .

As of December 31, 2025 and December 31, 2024, Everli had borrowed $ 3,250,000 and $0 , respectively (via cash

borrowings and the payment of multiple invoices by us for Everli), under the First Everli Note, as amended, and had an outstanding balance

of $ 3,805,862 (including interest) and $0 , respectively, on the accompanying consolidated balance sheets.

Company complies with the requirements of FASB ASC Topic 835, “Interest,” (“ASC 835”) and reports accrued interest

and the amortization of the original issue discounts on the accompanying

consolidated statements of operations as “interest due from Everli” and reports the loan amount and unpaid interest as “due

from Everli” on the accompanying consolidated balance sheets.

For the year ended December 31, 2025, the Company recognized $ 555,862 ,

in amortized OID and accrued interest on the accompanying consolidated statements of operations .

October 21, 2025, Everli entered into a secured

promissory note and pledge agreement in the principal amount of up to $ 7,500,000 issued to Melar

Capital Group LLC, an affiliate of the Sponsor (“MCG”), by Everli on October 21, 2025

(the “ Second Everli Note,” and together with the First Everli Note, the “Everli Notes”) for the aggregate

principal amount of $ 7,500,000 , which includes a $ 750,000 OID.

The Second Everli Note bears interest at 17.5 % per annum and is secured

by the assets of Everli and its subsidiaries.

The principal under the Everli Notes satisfied the $ 10,000,000 Bridge Financing (as defined

in the Everli Merger Agreement) requirement as provided in the Everli Merger Agreement.

The principal and accrued interest of the Second

Everli Note shall be due and payable on the twelfth-month anniversary of the issuance date of the note.

MCG has a right to convert any

outstanding balance under the Second Everli Note into fully paid and nonassessable shares of Melar’s Class A Common Stock at a rate set

forth in the Second Everli Note at any time or times on or after the Everli Business Combination.

Melar was a signatory to the Second

Everli Note to acknowledge, among other things, the conversion right and the parity of the security interest granted under the First

Everli Note and the security interest granted under the Second Everli Note.

The Second Everli Note creates no direct financial obligation

or an off-balance sheet arrangement for us.

As of December 31, 2025 and the period from March 11, 2024 (inception) through December 31,

2024, Everli had borrowed $ 3,250,000 and $ 0 , respectively, under the Second Everli Note.

Company complies with the requirements of the FASB ASC Topic 340-10-S99, “Accounting for Offering Costs”, and SEC Staff Accounting

Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that

are related to the Initial Public Offering.

FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the

allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applied this guidance to

allocate Initial Public Offering proceeds from the Units between Public Shares and Public Warrants, using the residual method by allocating

Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Public Shares.

Offering costs allocated

to the Public Shares were charged to temporary equity.

Offering costs allocated to the Warrants were charged to shareholders’ deficit.

After Management’s evaluation, the Warrants were accounted for under equity treatment.

of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair

Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets,

primarily due to its short-term nature.

MELAR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

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

For the Period from March 11,

per Ordinary Share

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has

two classes of Ordinary Shares, the (i) Class A Ordinary Shares and (ii) Company’s Class B ordinary shares, par value $ 0.0001 per

share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”).

Income and losses are shared pro rata between the two classes of Ordinary Shares.

This presentation assumes a Business Combination as

the most likely outcome.

Net income per Ordinary Share is calculated by dividing the net income by the weighted average Ordinary Shares

outstanding for the respective period.

calculation of diluted net income per Ordinary Share does not consider the effect of the Warrants issued in connection with the Initial

Public Offering and the Private Placement 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 Ordinary Share as the redemption value approximates fair value.

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.

following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per Ordinary

Share for each class of Ordinary Shares:

For the Year Ended

For the Period from

(Inception) Through

December 31, 2024

Non- Redeemable

Basic net income per Ordinary Share:

2 unchanged sentences

Basic net income per Ordinary Share

For the Period from March 11,

For the Year Ended

For the Period from

(Inception) Through

December 31, 2024

Non- Redeemable

Diluted net income per Ordinary Share:

2 unchanged sentences

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.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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.

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 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 FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

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 statement 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 balance sheet 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 is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480.

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

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.

Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset

and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed

for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible

amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statements 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.

Management determined that the Cayman Islands is the Company’s only major tax

jurisdiction.

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

December 31, 2025 and 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.

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.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access

to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

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 accompanying consolidated statements of

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 accompanying 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 Over-Allotment Option was deemed to be a freestanding financial instrument indexed on the contingently

redeemable Public Shares and was accounted for as a liability pursuant to ASC 480.

Company accounts for Warrants as either equity - classified or liability - classified instruments based on an assessment of the Warrant’s

specific terms and applicable authoritative guidance in ASC 480 and ASC 815.

The assessment considers whether the Warrants are freestanding

financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all

of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Ordinary Shares and whether

the Warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of Warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding.

issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component

of additional paid - in capital at the time of issuance.

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.

MELAR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent deficit as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

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 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 balance sheet.

At December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the

Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the initial Business Combination.

In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity,” the Company classifies Class A

Ordinary Shares subject to redemption outside of permanent deficit as the redemption provisions are not solely within the control of

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of

redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial

Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying

value of redeemable Class A Ordinary Shares resulted in charges against additional paid-in capital (to the extent available) and an

accumulated deficit.

Accordingly, as of December 31, 2025 and 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 accompanying

consolidated balance sheets.

As of December 31, 2025 and 2024, the Class A Ordinary Shares subject to redemption reflected in the

accompanying consolidated balance sheets are reconciled in the following table:

Gross proceeds

$ 160,000,000

Proceeds allocated to Public Warrants

5 unchanged sentences

Class A Ordinary Shares subject to possible redemption, December 31, 2024

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 financial statements.

PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 16,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 1,000,000 Units, at a price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share and one -half of one redeemable Public Warrant.

Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 7).

Warrants — At 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.

The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

MELAR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current.

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In no event will the Company be required to net cash settle any warrant.

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit.

Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth ( 60 th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value.

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.

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

The Company may redeem the outstanding warrants:

● in whole and not in part;

● at a price of $ 0.01 per warrant;

upon a minimum of 30 days ’ prior written notice of redemption (the “ 30-day redemption period”);

● 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 FINANCIAL STATEMENTS

DECEMBER 31, 2024

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.

A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value.

For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion, and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten ( 10 ) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, December 31, 2025

$ 171,405,977

Accounting Pronouncements

November 2024, the FASB issued Accounting Standards Update (“ASU”) Topic 2024-03, “Income Statement-Reporting Comprehensive

Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”)

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.

does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material

effect on the accompanying consolidated financial statements.

INITIAL PUBLIC OFFERING

the Initial Public Offering, the Company sold 16,000,000 Units, which included the partial exercise of the Over-Allotment Option in the

amount of 1,000,000 Option Units, at a price of $ 10.00 per Unit.

Each Unit consists of one Class A Ordinary Share and one-half of one

redeemable Public Warrant.

Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50

per share, subject to adjustment.

Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination

and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note

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.

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, the underwriters, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by the underwriters and/or their designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

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

Simultaneously with the closing of the Initial

Public Offering, the Sponsor and the Representatives 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 the Private Placement.

Of those 5,000,000 Private Placement Warrants,

(i) the Sponsor purchased 3,500,000 Private Placement Warrants and (ii) the Representatives purchased an aggregate of 1,500,000 Private

Placement Warrants.

Each whole Private Placement Warrant entitles the registered holder to purchase one Class A Ordinary Share at a price

of $ 11.50 per share, subject to adjustment.

Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are

held by the Sponsor, the Representatives, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class

A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred,

assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) are entitled to registration

rights and (iii) with respect to Private Placement Warrants held by the Representatives and/or their designees, are not exercisable more

than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority

Rule 5110(g)(8).

MELAR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

RELATED PARTY TRANSACTIONS

Founder Shares

On March 11, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 6,060,811 founders shares to the Sponsor.

The founder shares included an aggregate of up to 790,541 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full, so that the number of founder shares would represent 26.0 % of the Company’s issued and outstanding shares after the Initial Public Offering.

On July 24, 2024, 439,189 founder shares were forfeited by the Sponsor.

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”).

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.

Promissory Note — Related Party

The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering.

The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering.

The outstanding balance of $ 249,389 was repaid at the closing of the Initial Public Offering on June 20, 2024 with an excess of $ 887 repaid to the Sponsor.

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

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 period from March 11, 2024 (inception) through December 31, 2024, the Company incurred $ 64,220 in fees for these services, which amounts are included in the accompanying statement of operations.

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

Related Party Loans

March 11, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s

expenses, for which the Company issued 6,060,811 Class B Ordinary Shares to the Sponsor (such shares, the “Founder Shares”).

The Founder Shares included an aggregate of up to 790,541 Class B Ordinary Shares subject to forfeiture to the extent that the Over-Allotment

Option was not exercised in full, so that the number of Founder Shares would represent 26.0 % of the issued and outstanding Ordinary Shares

after the Initial Public Offering.

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.

to the Letter Agreement, the Sponsor and the Company’s directors and officers 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 as the Sponsor and the Company’s directors and officers with respect to any Founder

Shares (the “Lock-up”).

Notwithstanding the foregoing, if (x) the closing price of the Class A Ordinary Shares equals or

exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)

for any 20 trading days within any 30 -trading day period commencing after the initial Business Combination or (y) if the Company consummates

a transaction after the initial Business Combination that 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.

IPO Promissory

Note — Related Party

Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering

pursuant to a promissory note (the “IPO Promissory Note”).

loan was non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering.

The outstanding balance of $ 249,389 was repaid at the closing of the Initial Public Offering on June 20, 2024 with an excess of

$ 887 repaid to the Sponsor.

At December 31, 2024, the excess of $ 887 reduced the payment for the services fees pursuant to the Administrative

Services Agreement (as defined below).

At December 31, 2025 and 2024, the Company reported no amounts due to the Sponsor on the accompanying

consolidated balance sheets and no further borrowings are permitted under the IPO Promissory Note.

Administrative

Services Agreement

Company entered into an agreement with MCG to pay an aggregate of $ 10,000 per month for office space, utilities, and secretarial and

administrative support services commencing on June 18, 2024 through the

earlier of the Company’s consummation of a Business Combination and its liquidation (the “Administrative Services Agreement”).

For the year ended December 31, 2025, the Company incurred $ 120,000 in fees for these services.

For the period from March 11, 2024

(inception) through December 31, 2024, the Company incurred $ 64,220 in fees for these services, which amounts are included in the accompanying

consolidated statements of operations.

At December 31, 2025 and 2024, the Company reported $ 70,000 and $0 , respectively, in the accompanying

consolidated balance sheets in accounts payable.

Capital Loans

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of

the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working

Capital Loans”).

If the Company completes a Business Combination, the Company would 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 warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

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

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 warrant

at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

Other than as set forth above, the terms

of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital

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

May 30, 2025, the Company issued an unsecured promissory note in the aggregate principal amount of up to $ 300,000 to the Sponsor,

for the Sponsor Loan (as amended, the “Sponsor Note”).

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 us in our sole discretion;

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 us and Everli;

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.

MELAR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

On August 18, 2025, the Sponsor Note was amended

and restated to, among other things, amend the principal amount of the Sponsor Note up to $ 1,000,000 , including an OID of ten percent

On September 12, 2025, the Sponsor Note was further amended to increase the principal amount to up to $ 1,250,000 .

29, 2025, the Sponsor Note was further amended to increase the principal amount to up to $ 3,250,000 .

As of December 31, 2025 and the period

from March 11, 2024 (inception) through December 31, 2024, the Company had borrowed $ 3,178,079 and $ 0 , respectively, under the Sponsor

Loan and reported $ 3,718,011 (including accrued interest) and $0 , respectively, on the accompanying consolidated balance sheets.

Company complies with the requirements of ASC 835 and reports accrued interest and the amortization of the original issue discount on

the consolidated statements of operations included elsewhere in this

Report as “interest expense on the Sponsor Note “and report the loan amount and unpaid interest as “Sponsor Note”

on the accompanying consolidated balance sheets.

For the year ended December 31, 2025, the Company recognized $ 539,932 in amortized OID

and accrued interest expense on the accompanying consolidated statements of operations.

COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East and Southwest Asia.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of conflict in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Registration Rights

The holders of the founder shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.

and Uncertainties

Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond

the Company’s control.

The Company’s 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, 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

ability to complete an initial Business Combination.

Rights Agreement

holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) warrants that may be issued upon conversion of Working Capital

Loans (and in each case holders of their underlying securities, as applicable) have registration rights to require the Company to register

for resale any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation

of the initial Business Combination pursuant to a registration rights agreement, dated June

17, 2024, which the Company entered into with the Sponsor and the other signatories thereto.

The holders of these securities are entitled

to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have

certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the

initial Business Combination.

Notwithstanding anything to the contrary, the Representatives may only make a demand on one occasion and

only during the five-year period beginning on the effective date of the IPO Registration Statement.

In addition, the Representatives

may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the IPO

Registration Statement.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Units to cover over-allotments, if any.

On June 20, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters partially exercised the over-allotment option to purchase an additional 1,000,000 Units.

The underwriters had 45 days from the date of the prospectus for the Initial Public Offering to purchase the remaining 1,250,000 Units.

On August 4, 2024, the underwriters’ remaining over-allotment option expired worthless.

The underwriters were entitled to an underwriting discount of $ 0.20 per Unit, or $ 3,000,000 in the aggregate, paid upon the closing of the Initial Public Offering.

In addition, the underwriters were entitled to a deferred fee of $ 0.40 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, and $ 0.60 per Unit on Units sold pursuant to the underwriters’ over-allotment option or $ 6,600,000 in the aggregate.

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.

Underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Option Units

to cover over-allotments, if any.

On June 20, 2024, simultaneously with the closing of the Initial Public Offering, the Underwriters

partially exercised the Over-Allotment Option to purchase an additional 1,000,000 Option Units, with

45 days to purchase the remaining 1,250,000 Option Units.

On August 4, 2024, the remaining Over-Allotment Option expired worthless.

Underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 3,000,000 in the aggregate, which was paid upon the closing

of the Initial Public Offering.

In addition, the Underwriters are entitled to a deferred fee of $ 0.40 per Unit other than Option Units,

and $ 0.60 per Option Unit, or $ 6,600,000 in the aggregate (the “Deferred Fee”).

The Deferred Fee is 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, subject

to the terms of the Underwriting Agreement, dated June 17, 2024, by and between the Company and the Representatives.

MELAR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 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.

At 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.

At 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.

On March 11, 2024, the Company issued 6,060,811 Class B ordinary shares to the Sponsor for $ 25,000 , or approximately $ 0.004 per share.

The founder shares included an aggregate of up to 790,541 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full, so that the number of founder shares will represent 26.0 % of the Company’s issued and outstanding shares after the Initial Public Offering.

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 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.

In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 26 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor and the underwriters), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination;

provided that such conversion of founder shares will never occur on a less than one -for-one basis.

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

As of December 31, 2025 and 2024,

there were no preference shares issued or outstanding.

Ordinary Shares

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

As of December 31, 2025

and 2024, there were no Class A Ordinary Shares issued or outstanding, excluding 16,000,000 Class A ordinary shares subject

to possible redemption.

Ordinary Shares

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

On March 11, 2024,

the Company issued 6,060,811 Class B Ordinary Shares to the Sponsor for $ 25,000 , or approximately $ 0.004 per share.

Shares included an aggregate of up to 790,541 Class B Ordinary Shares subject to forfeiture to the extent that the Over-Allotment Option

was not exercised in full, so that the number of Founder Shares would represent 26.0 % of the issued and outstanding Ordinary Shares after

the Initial Public Offering.

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 December 31, 2025 and 2024, there were 5,621,622 Class B Ordinary

Shares issued and outstanding.

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 sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts

sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at

which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding

Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class

A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 26 % of the sum of (i) the total

number of all Class A Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary

Shares issued pursuant to the exercises of the Over-Allotment Option and excluding the Class A Ordinary Shares issuable upon exercise

of the Private Placement Warrants), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection

with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any

seller in the initial Business Combination and any warrants issued to the Sponsor or any of its affiliates or to the Company’s

officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Public Shares by Public Shareholders in

connection with an initial Business Combination;

provided that such conversion of Founder Shares will never occur on a less than one-for-one

of the Ordinary Shares are entitled to one vote for each Ordinary Share held on all matters to be voted on by shareholders.

Unless specified

in the Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules,

an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least

a majority 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 is generally required to approve any matter voted on by the Company’s shareholders.

Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative

vote of at least 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, and pursuant to the Amended and Restated Articles, such actions include amending

the Amended and Restated Articles and approving a statutory merger or consolidation with another company.

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 the

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 (i) have the right to vote on the appointment and removal of directors and (ii)

are 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 Class A Ordinary Shares are not entitled to vote on these

matters during such time.

These provisions of the Amended and Restated Articles 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 FINANCIAL STATEMENTS

DECEMBER 31, 2024

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time or stock exchange rules, an ordinary resolution under Cayman Islands law and the Company’s amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority 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 is generally required to approve any matter voted on by the shareholders.

Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least 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, and pursuant to the amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

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.

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

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 December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Money market funds

December 31, 2025 and 2024, there were 13,000,000 warrants outstanding, including 8,000,000 Public Warrants and 5,000,000 Private Placement

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.

The Warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will

expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption

or liquidation.

Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Warrant and will have no obligation

to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares

issuable upon exercise of the Warrants is then effective and a prospectus relating thereto is current.

No Warrant will be exercisable

and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a Warrant unless the Class A Ordinary Share

issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence

of the registered holder of the Warrants.

In the event that the conditions in the two immediately preceding sentences are not satisfied

with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value

and expire worthless.

In no event will the Company be required to net cash settle any Warrant.

In the event that a registration statement

is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for

the Unit solely for the Class A Ordinary Share underlying such Unit.

the terms of the Warrant Agreement, dated November 7, 2024, that the Company entered into with Continental (the “Warrant Agreement”),

the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination,

it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or

a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise

of the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business

days following the initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable

upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement.

If a registration

statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60 th )

business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants

on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the

above, if the Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such

that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at

its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance

with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain

in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable

efforts to register or qualify the Class A Ordinary Shares under applicable blue sky laws to the extent an exemption is not available.

the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the Public

Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class

A Ordinary Shares issuable upon exercise of the Public Warrants, multiplied by the excess of the “fair market value” of the

Class A Ordinary Shares over the exercise price of the Public Warrants by (y) the fair market value.

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 Public Warrants, as applicable.

Company may redeem the outstanding Public Warrants:

● in whole and not in part;

● at a price of $ 0.01 per Public Warrant;

● upon a minimum of 30 days’ prior written notice of redemption;

● 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 Class A Ordinary Shares issuable upon exercise or the exercise price of a Public 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 FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

At June 20, 2024, the time of the Initial Public Offering, the Company’s Public Warrants’ fair value was determined using a binomial/lattice model that assumes optimal exercise of the Company’s redemption option, at the earliest possible date.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

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

June 20, 2024

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 sub-division of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division

or similar event, the number of Class A Ordinary Shares issuable upon exercise of each Warrant will be increased in proportion to

such increase in the outstanding Ordinary Shares.

A rights offering made to all or substantially all holders of Ordinary Shares

entitling holders to purchase Class A Ordinary Shares at a price less than the fair market value will be deemed a share

capitalization of a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares actually

sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into

or exercisable for Class A Ordinary Shares) and (ii) the quotient of (x) the price per Class A Ordinary Share paid in such rights

offering and (y) the fair market value.

For these purposes (i) if the rights offering is for securities convertible into or

exercisable for Class A Ordinary Shares, in determining the price payable for Class A Ordinary Shares, there will be taken into

account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii)

fair market value means the volume weighted average price of Class A Ordinary Shares as reported during the ten (10) trading day

period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in

the applicable market, regular way, without the right to receive such rights.

FAIR VALUE MEASUREMENTS

fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on an 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 as of December 31, 2025 and 2024 and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Money market funds

$ 171,405,977

$ 164,407,016

Company accounted for the Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with

the guidance contained in ASC 815.

Accordingly, the Company evaluated and classified the Warrant instruments under equity treatment at

their assigned values .

As the Warrants were determined to be classified

as equity instruments, the warrants are not periodically revalued to fair value.

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.

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:

Asset price $ 9.89

Term (years) 5.5

Risk-free rate 4.3 %

Dividend yield 0.00 %

Volatility 4.0 %

Probability of closing 30.0 %

MELAR ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

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, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“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.

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 statement of operations as net income or loss.

The measure of segment assets is reported on the balance sheet 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:

ASC Topic 280, “Segment Reporting” establishes standards for companies to report in their financial statements information

about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of

an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating

decision maker (the “CODM”), or group, in deciding how to allocate resources and assess performance.

Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole

to make decisions about allocating resources and assessing financial performance.

Accordingly, Management has determined that the Company

only has one operating segment.

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 consolidated statements of operations as net income or loss.

The measure of segment assets is reported on the accompanying balance

sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM

reviews several key metrics, which include the following:

Marketable securities and cash held in Trust Account

For the Period

from March 11,

(Inception) Through

$ 171,405,977

$ 164,407,016

General and administrative costs

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

The CODM reviews dividends and interest earned on marketable securities and cash held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

MELAR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period.

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 statement 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 statement of operations and described within their respective disclosures.

CODM reviews dividends and interest earned on marketable securities and cash held in the Trust Account to measure and monitor shareholder

value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment

Management Trust Agreement, dated June 17, 2024, which the Company entered into with Continental,

as trustee of the Trust Account.

and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to

complete a Business Combination or similar transaction within the Combination Period.

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.

and administrative costs, as reported on the consolidated statements of operations, are the significant segment expenses provided to

the CODM on a regular basis.

segment items included in net income or loss are reported on the consolidated statements of operations and described within their respective

SUBSEQUENT EVENTS

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

EXHIBIT INDEX

Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 20, 2024).

Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the

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 consolidated financial statements, other than as disclosed below.

January 23, 2026, a draft registration statement on Form S-4 was submitted to the SEC in connection with the Everli Business

Combination, which includes a proxy statement to the Company’s shareholders and a prospectus for the registration of the

Company securities to be issued in connection with the Everli Business Combination.

Agreement, dated June 17, 2024, by and between the Company and CCM and Seaport, as representatives of the several underwriters (incorporated

by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024).

and Plan of Merger, dated as of July 30, 2025, by and among the Company, Merger Sub, Everli, the Sponsor and the Escrowed Seller

(incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2025).

Amendment to Agreement and Plan of Merger, dated as of October 2, 2025, by and among the Company, Merger Sub, Everli, the Sponsor

and the Escrowed Seller (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the

SEC on October 3, 2025).

Amendment to Agreement and Plan of Merger, dated as of December 8, 2025, by and among the Company, Merger Sub, Everli, the Sponsor

and the Escrowed Seller (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the

SEC on December 8, 2025).

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No.

3 unchanged sentences

Specimen Warrant Certificate (included on Exhibit 4.4).

Warrant Agreement, dated June 17, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 20, 2024).

Description of Registered Securities.

Warrant Agreement, dated June 17, 2024, by and between the Company and Continental, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024).

Description of Registered Securities (incorporated by reference to Exhibit 4.5 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 21, 2025).

Note, dated March 11, 2024, issued to the Sponsor (incorporated by reference to Exhibit 10.7 of the Company’s Registration

Statement on Form S-1/A (File No.

333-279899) filed with the SEC on June 10, 2024).

Subscription Agreement, dated March 11, 2024, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.8

of the Company’s Registration Statement on Form S-1/A (File No.

333-279899) filed with the SEC on June 10, 2024).

Agreement, dated June 17, 2024, by and among the Company, the Sponsor and each of the officers and directors of the Company (incorporated

by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024).

Management Trust Agreement, dated June 17, 2024, by and between the Company and Continental, as trustee (incorporated by reference

to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024).

Rights Agreement, dated June 17, 2024, by and among the Company and certain security holders (incorporated by reference to Exhibit

10.3 of the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024).

Placement Warrants Purchase Agreement, dated June 17, 2024, by and between the Company and the Sponsor (incorporated by reference

to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024).

Placement Warrants Purchase Agreement, dated June 17, 2024, by and among the Company, CCM and Seaport (incorporated by reference

to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024).

Administrative

Services Agreement, dated June 17, 2024, by and between the Company and MCG (incorporated by reference to Exhibit 10.6 of the Company’s

Current Report on Form 8-K filed with the SEC on June 20, 2024).

Agreement, dated as of July 30, 2025, by and among the Company, Everli and Palella Holdings LLC (incorporated by reference to Exhibit

10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2025).

Agreement, dated as of July 30, 2025, by and among the Company, the Sponsor and Palella Holdings LLC (incorporated by reference to

Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2025).

Non-Competition

and Non-Solicitation Agreement, dated as of July 30, 2025, by and among the Company, Everli and Palella Holdings LLC (incorporated

by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2025).

of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed

with the SEC on August 5, 2025).

Promissory Note and Pledge Agreement, dated May 30, 2025, issued by Everli to the Company (incorporated by reference to Exhibit

10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August

Note, dated May 30, 2025, issued to the Sponsor (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report

on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 14, 2025).

and Restated Secured Promissory Note and Pledge Agreement, dated August 18, 2025, by and among the Company, Everli and a certain

stockholder of Everli (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the

SEC on August 25, 2025).

and Restated Promissory Note, dated August 18, 2025, issued to the Sponsor (incorporated by reference to Exhibit 10.2 of the Company’s

Current Report on Form 8-K filed with the SEC on August 25, 2025).

Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement, dated September 12, 2025, by and among the Company,

Everli and a certain stockholder of Everli (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form

8-K filed with the SEC on September 18, 2025).

Amendment to Amended and Restated Promissory Note, dated September 12, 2025, issued to the Sponsor (incorporated by reference to

Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2025).

Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement, dated September 29, 2025, by and among the Company,

Everli and a certain stockholder of Everli (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form

8-K filed with the SEC on October 3, 2025) .

Amendment to Amended and Restated Promissory Note, dated September 29, 2025, issued to the Sponsor (incorporated by reference to

Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2025).

Promissory Note and Pledge Agreement, issued on October 21, 2025, by Everli Global Inc.

to Melar Capital Group LLC (incorporated

by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2025).

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement on Form S-1 (File No.

333-279899) filed with the SEC on May 31, 2024).

Insider Trading Policies and Procedures, adopted June 18, 2024.

Insider Trading Policies and Procedures, adopted June 18, 2024 (incorporated by reference to Exhibit 19of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 21, 2025).

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy Related to Recovery of Erroneously Awarded Compensation, adopted June 18, 2024.

Executive Compensation Clawback Policy, adopted June 18, 2024 (incorporated by reference to Exhibit 97.1 of the Company’s Annual

Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 21, 2025).

Audit Committee Charter (incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-1 (File No.

2 unchanged sentences

333-279899) filed with the SEC on May 31, 2024).

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

Filed herewith.

Furnished herewith.

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 21, 2025

MELAR ACQUISITION CORP.

/s/ Gautam Ivatury

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

Certain personally identifiable information has been omitted from this exhibit

pursuant to Item 601(a)(6) of Regulation S-K.

Certain schedules, exhibits and similar attachments have been omitted pursuant

to Item 601(a)(5) of Regulation S-K.

We will provide a copy of such omitted materials to the SEC or its staff upon request.

to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be

signed on its behalf by the undersigned, thereunto duly authorized.

ACQUISITION CORP.

Gautam Ivatury

Chief Executive Officer

Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Gautam Ivatury

Chief Executive Officer and Chairman

March 21, 2025

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

Gautam Ivatury

(Principal Executive Officer)

/s/ Edward Lifshitz

Chief Financial Officer

March 21, 2025

Executive Officer and Chairman

Executive Officer)

Edward Lifshitz

(Principal Financial and Accounting Officer)

/s/ Eric Lifshitz

Chief Operating Officer and Director

March 21, 2025

Financial Officer

Financial and Accounting Officer)

Eric Lifshitz

/s/ Dan Rosen

March 21, 2025

/s/ Ken Ruggiero

March 21, 2025

/s/ Tara Kenney

March 21, 2025

Operating Officer and Director

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-K

Item 9A. Controls and Procedures