{"url_path":"/sec/maci/proxy/2026-05-15/000121390026057747","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2016221/0001213900-26-057747-index.html","accession_number":"0001213900-26-057747","cik":"0002016221","ticker":"MACI","issuer_name":"Melar Acquisition Corp. I/Cayman","edgar_url":"https://www.sec.gov/Archives/edgar/data/2016221/0001213900-26-057747-index.html","primary_entity_key":"0002016221","primary_entity_name":"Melar Acquisition Corp. I/Cayman"},"word_count":37422,"has_tables":true,"body_markdown":"DEF 14A\n1\nea0290784-def14a_melar1.htm\nDEFINITIVE PROXY STATEMENT\n\n**UNITED STATES**\n\n**SECURITIES AND\nEXCHANGE COMMISSION**\n\n**Washington, D.C.\n20549**\n\n**Schedule 14A**\n\nProxy Statement\nPursuant to Section 14(a) of the\n\nSecurities Exchange\nAct of 1934\n\n(Amendment No. )\n\nFiled by the Registrant\n☒\n\nFiled by a party other than the Registrant\n☐\n\n**Check the appropriate\nbox:**\n\n☐\nPreliminary Proxy Statement\n\n☐\nConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n☒\nDefinitive Proxy Statement\n\n☐\nDefinitive Additional Materials\n\n☐\nSoliciting Material under §240.14a-12\n\n**Melar Acquisition\nCorp. I**\n\n**(Name of Registrant\nas Specified In Its Charter)**\n\n** **\n\n**(Name of Person(s)\nFiling Proxy Statement, if other than the Registrant)**\n\n**Payment of Filing\nFee (Check all boxes that apply):**\n\n☒\nNo fee required.\n\n☐\nFee paid previously with preliminary materials.\n\n☐\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and\n0-11.\n\n**Melar\nAcquisition Corp. I**\n\n**143\nWest 72nd Street, 4th Floor**\n\n**New\nYork, NY 10023**\n\n**LETTER TO SHAREHOLDERS**\n\nDear Melar Acquisition\nCorp. I Shareholder:\n\nYou are cordially invited\nto attend an extraordinary general meeting in lieu of an annual general meeting of the shareholders (the “**Meeting**”)\nof Melar Acquisition Corp. I, a Cayman Islands exempted company (the “**Company**”), which will be held on June 16, 2026,\nat 10:00 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor,\nNew York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting may be adjourned.\n\nEven if you plan to attend\nthe Meeting, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will\nbe represented at the Meeting if you are unable to attend. You will not be required to attend the Meeting in person in order to vote.\nYou will be able to vote your shares by submitting a proxy card or online by visiting *www.cstproxyvote.com/.*\n\nThe accompanying proxy statement\n(the “**Proxy Statement**”) is dated May 15, 2026 and is first being mailed to shareholders of the Company on or about\nMay 18, 2026. The accompanying Proxy Statement describes the business the Company will conduct at the Meeting and provides information\nabout the Company that you should consider when you vote your shares. The Meeting will be held for the purpose of considering and voting\non the following proposals (the “**Proposals**”):\n\n1.\n**Proposal One — Extension Amendment Proposal **—\nTo approve, by way of special resolution, an amendment to the Company’s amended and restated memorandum and articles of association,\nas amended and currently in effect (the “**Amended and Restated Charter**”), as provided in the resolutions set forth\nin Annex A to the accompanying Proxy Statement (the “**Extension Amendment**” and such proposal,\nthe “**Extension Amendment Proposal**”) to give the Company’s board of directors (the “**Board**”)\nthe right to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share\npurchase, reorganization or similar business combination with one or more businesses or entities (a “**Business Combination**”)\non a monthly basis, up to six (6) times, from June 20, 2026 through December 20, 2026 (or such earlier date as determined by the\nBoard) (the “**Extension**,” and such later date, the “**Extended Date**”);\n\n2.\n**Proposal Two — Auditor Ratification Proposal** —\nTo ratify, by way of ordinary resolution, the selection by the Board’s audit committee of WithumSmith+Brown, PC (“**Withum**”)\nto serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “**Auditor\nRatification Proposal**”); and\n\n3.\n**Proposal Three — Adjournment Proposal **— To\nadjourn, by way of ordinary resolution, the Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation\nand vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the\nforegoing Proposals (the “**Adjournment Proposal**”).\n\nEach\nof the Proposals is more fully described in the accompanying Proxy Statement; please take the time to read carefully each of the Proposals\nbefore you vote. In addition to considering and voting on the foregoing Proposals, members of the Company’s management (the “**Management**”)\nwill be available at the Meeting to discuss the financial statements of the Company for the fiscal year ended December 31, 2025 filed\nwith the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and\nExchange Commission (the “**SEC**”) on March 9, 2026 (the “**2025 Annual Report**”), and answer questions\nof shareholders regarding the Company’s current affairs.\n\nThe\nCompany’s final prospectus filed in connection with the Company’s initial public offering that was consummated on June 20,\n2024 (the “**IPO**”), which was filed with the SEC on June 18, 2024 (File No. 333-279899) and the Amended and Restated\nCharter provides that the Company has until June 20, 2026 (24 months after the\nconsummation of the IPO) to complete a Business Combination.\n\nThe\npurpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete\nthe proposed transactions (the “**Everli Business Combination**”) pursuant to that certain agreement and plan of merger\n(as amended, the “**Everli Merger Agreement**”), dated as of July 30, 2025\nand as amended on October 2, 2025 and December 8, 2025, that the Company entered into with (i) Everli Global Inc., a Nevada corporation,\ntogether with its successors (“**Everli**”), (ii) MAC I Merger Sub Inc., a Nevada corporation and the Company’s\nwholly-owned subsidiary, (iii) Melar Acquisition Sponsor I LLC, a Delaware limited liability company (the “**Sponsor**”),\nand (iv) Salvatore Palella. For more information on the Everli Business Combination, see the Company’s Current Reports on Form\n8-K filed with the SEC on July 31, 2025, August 5, 2025, August 25, 2025, September 18, 2025, October 3, 2025, October 24, 2025, December\n8, 2025, January 29, 2026 and April 2, 2026 and the 2025 Annual Report.\n\nWhile\nthe Company currently has until June 20, 2026 to consummate a Business Combination (the “**Combination Period**”), and\nthe Company is using its best efforts to complete the Everli Business Combination as soon as practicable, the Board believes that there\nwill likely not be sufficient time before June 20, 2026 to complete the Everli Business Combination. Accordingly, the Board believes\nthat in order to be able to consummate the Everli Business Combination, the Company will need to obtain the Extension. Without the Extension,\nthe Board believes that there is significant risk that the Company might not, despite its best efforts, be able to complete the Everli\nBusiness Combination or another initial Business Combination on or before June 20, 2026. If that were to occur, the Company would be\nprecluded from completing the Everli Business Combination or another initial Business Combination and would be forced to liquidate even\nif its shareholders are otherwise in favor of consummating such transaction.\n\nTherefore, the Board has\ndetermined that it is in the best interests of the Company to extend the date by which the Company has to consummate the Everli Business\nCombination (or if the Everli Business Combination is not consummated, another initial Business Combination) to the Extended Date in\norder for its shareholders to have the opportunity to participate in the Company’s future investment. The Company cannot predict\nthe amount that will remain in the Trust Account (as defined below) following the Extension Redemptions (as defined below), if the Extension\nAmendment Proposal is effective, and the amount remaining in the Trust Account may be significantly less than the approximately $173.6\nmillion that was in the Trust Account as of May 14, 2026.\n\nIf\nthe Extension Amendment Proposal is approved, subject to satisfaction of the conditions to closing in the Everli Merger Agreement (including,\nwithout limitation, receipt of shareholder approval of the Everli Business Combination), the Company intends to complete the Everli Business\nCombination as soon as possible, and in any event, on or before the Extended Date. However, there is no assurance that the Company will\nbe able to consummate the Everli Business Combination, given the actions that must occur prior to closing of the Everli Business Combination.\n\nAs contemplated by the Amended\nand Restated Charter, the holders (the “**Public Shareholders**”) of the Class A ordinary shares of the Company, par value\n$0.0001 per share (the “**Class A Ordinary Shares**”) included as part of the units (the “**Units**” and\nthe shares included within, the “**Public Shares**”) sold in the IPO may elect (the “**Election**”) to redeem\ntheir Public Shares in connection with the effectiveness of the Extension Amendment Proposal at a per share price, payable in cash, equal\nto the aggregate amount then on deposit in the U.S.-based trust account, established to hold a portion of the proceeds of the IPO and\nthe Private Placement (as defined below) (the “**Trust Account**”), including interest earned on the Trust Account (which\ninterest shall be net of taxes payable), divided by the number of Public Shares then in issue, subject to applicable law (the “**Extension\nRedemptions**”), regardless of whether or how such Public Shareholders vote in regard to the Extension Amendment Proposal. If\nthe Extension Amendment Proposal is approved by the requisite vote of shareholders, the Public Shareholders remaining after the Extension\nRedemptions will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account\nupon consummation of the Business Combination, subject to any limitations set forth in the Amended and Restated Charter, as amended by\nthe Extension Amendment. In addition, Public Shareholders who do not make the Election would be entitled to have their Public Shares redeemed\nfor cash if the Company has not completed the Business Combination by the Extended Date. Such redemption rights are not available to our\nSponsor, all shareholders of the Company immediately prior to the consummation of the Company’s initial public offering (the “**Founders**”)\nand the officers and directors of the Company.\n\nThe\nSponsor currently holds (i) 5,621,622 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “**Founder\nShares**” or “**Class B Ordinary Shares**,” and together with the Class A Ordinary Shares, the “**Ordinary\nShares**), and (ii) 3,500,000 warrants (the “**Private Placement Warrants**”), which were purchased by the Sponsor in\na private placement that occurred simultaneously with the completion of the IPO (the “**Private Placement**”). As of the\nRecord Date (as defined below), there were 16,000,000 Class A Ordinary Shares\nand 5,621,622 Class B Ordinary Shares issued and outstanding and the Sponsor holds approximately\n26.0% of the total issued and outstanding Ordinary Shares.\n\n**To make the Election, you\nmust demand that the Company redeem your Public Shares for a pro rata portion of the funds held in the Trust Account and tender your Public\nShares to the Company’s transfer agent at least two (2) business days prior to the Meeting (or June 12, 2026). You may tender your\nPublic Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the\nDepository Trust Company’s Deposit/Withdrawal At Custodian system. If your Public Shares are held in an account at a brokerage firm,\nbank, dealer, or other similar organization, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares\nfrom your account in order to make the Election.**\n\n****\n\nIf\nthe Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor or its designees, which may include Everli, have agreed\nto loan the Company (the “**Loans**”) (i) the lesser of (x) $40,000 or (y) $0.02 for each Public Share that is not redeemed\n(such amount, the “**Monthly Amount**”) plus (ii) if the Business Combination is not consummated by July 20, 2026,\nthe Monthly Amount for each calendar month (commencing on July 21, 2026 and ending on the 21st day of each subsequent month), or\nportion thereof, that is needed by the Company to complete the Business Combination until December 20, 2026. Accordingly, the amount\ndeposited per share will depend on the number of Public Shares that remain outstanding after redemptions in connection with the Extension\nand the length of the extension period that will be needed to complete the Business Combination. If more than 2,000,000 Public Shares\nremain outstanding after redemptions in connection with the Extension, then the amount paid per share will be reduced proportionately.\nFor example, if the Company completes the Business Combination on September 20, 2026, which would represent three calendar months, no\nPublic Shares are redeemed and all of the Public Shares remain outstanding in connection with the Extension, then the aggregate amount\ndeposited per share will be approximately $0.01 per share, with the aggregate maximum contribution to the Trust Account being $120,000.\nHowever, if 14,000,000 Public Shares are redeemed and 2,000,000 of the Public Shares remain outstanding after redemptions in connection\nwith the Extension, then the aggregate amount deposited per share for such three-month period will be approximately $0.06 per share.\n\nAssuming\nthe Extension Amendment Proposal is approved and the Board implements the Extension, the initial Monthly Amount will be deposited in the\nTrust Account promptly following June 20, 2026. Each additional Monthly Amount will be deposited in the Trust Account within seven calendar\ndays from the 21st of such calendar month (or portion thereof). The Loans are conditioned upon the effectiveness of the Extension. The\nLoans will not occur if the Extension Amendment Proposal is not approved or the Extension is not implemented. The amount of the Loans\nwill not bear interest and will be repayable by the Company to the Sponsor or its designees, which may include Everli, upon consummation of a Business Combination.\nIf the Sponsor or its designees, which may include Everli, advises the Company that it does not intend to make the Loans, then the Extension Amendment Proposal and\nlikely the other Proposals will not be put before the shareholders at the Meeting and the Company will liquidate and dissolve in accordance\nwith the Amended and Restated Charter. There is also no assurance that the Sponsor or its designees, which may include Everli, will make additional Loans for the\nterm of the Extension. The Board will have the sole discretion whether to extend for additional calendar months until December 20, 2026\nand, if the Board determines not to continue extending for additional calendar months, the Sponsor or its designees’ obligation\nto make additional Loans following such determination will terminate. Further, even if the Board determines to continue extending for\nadditional calendar months, if the Sponsor or its designees, which may include Everli, are unable or unwilling, for any reason, to extend the Loans to fund such\nextensions of the Combination Period, the Combination Period will not be further extended.\n\nAs of May 14, 2026, based\non funds in the Trust Account of approximately $173.6 million as of such date, the pro rata portion of the funds available in the Trust\nAccount for the Extension Redemptions was approximately $10.852 per Public Share (before taking into account the removal of the interest\nin the Trust Account to pay the Company’s taxes). The closing price of the Class A Ordinary Shares as reported on the Nasdaq Global\nMarket (“**Nasdaq**”) on May 14, 2026 was $10.83. The Company cannot assure shareholders that they will be able to sell\ntheir Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there\nmay not be sufficient liquidity in its securities when such Public Shareholders wish to sell their Public Shares. The Company believes\nthat such redemption right enables its Public Shareholders to determine whether or not to sustain their investments for an additional\nperiod if the Company does not complete the Business Combination on or before June 20, 2026.\n\nIf\nthe Extension Amendment Proposal is approved, the Board will have the right, without any further action by the Company’s shareholders,\nto decide to liquidate the Company at any time prior to December 20, 2026.\n\nThe\nAdjournment Proposal, if adopted, will allow the Board to adjourn the Meeting to a later date or dates, or indefinitely, to permit further\nsolicitation of proxies.\n\nIf the Extension Amendment\nProposal is not approved, or the Company is otherwise unable to complete the Extension, and the Business Combination is not completed\nwithin the Combination Period, as contemplated by and in accordance with the Amended and Restated Charter, the Company will (i) cease\nall operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter,\nsubject to lawfully available funds, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then\non deposit in the Trust Account, including interest earned on the Trust Account (which interest shall be net of taxes payable, and up\nto $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely\nextinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any),\nsubject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s\nremaining shareholders and the Board, liquidate and dissolve, subject in the each case to the Company’s obligations under Cayman\nIslands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no\nredemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company\nfails to complete a Business Combination within the Combination Period. In the event of a liquidation, the Sponsor and the Company’s\nofficers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the\nPrivate Placement Warrants. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.\n\nSubject\nto the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the\naffirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single\nclass, who, being entitled to do so, vote in person (including shareholders who vote online) or by proxy at the Meeting, or any adjournment\nthereof.\n\nThe\napproval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution under\nCayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in\nperson (including shareholders who vote online) or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote\non such matter.\n\nThe\nBoard has fixed the close of business on May 11, 2026 as the date for determining the shareholders entitled to receive notice of and\nvote at the Meeting and any adjournment thereof (the “**Record Date**”). Only holders of record of the Ordinary Shares\non that date are entitled to have their votes counted at the Meeting or any adjournment thereof.\n\n**You\nare not being asked to vote on the Business Combination at this time. If the Extension Amendment Proposal is approved, and you do not\nelect to redeem your Public Shares in the Extension Redemptions, provided that you are a shareholder on the record date for a meeting\nto consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to shareholders\nand the right to redeem your Public Shares for cash in the event the Business Combination is approved and completed or we have not consummated\na Business Combination by the Extended Date.**\n\nThe\nCompany believes that it is in the best interests of the Company that the (i) Company obtains the Extension, and (ii) selection of Withum\nas the Company’s independent registered public accounting firm for the year ending December 31, 2026 is ratified. **After\ncareful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Auditor Ratification\nProposal and, if presented, the Adjournment Proposal, are in the best interests of the Company, has declared it advisable and recommends\nthat you vote or give instruction to vote “FOR” such Proposals**.\n\nUnder\nthe Amended and Restated Charter, no other business may be transacted at the Meeting.\n\nEnclosed\nis the Proxy Statement containing detailed information concerning the Proposals and the Meeting. Whether or not you plan to attend the\nMeeting, the Company urges you to read this material carefully and vote your shares. Shareholders will have the opportunity to present\nquestions, including about the 2025 Annual Report, to the Management at the Meeting.\n\nMay 15, 2026\nBy Order of the Board of Directors\n\n/s/ Gautam Ivatury\n\nGautam Ivatury\n\nChief Executive Officer and Director\n\n**Your vote is very important.\nWhether or not you plan to attend the Meeting, if you are a shareholder as of the Record Date, please submit your proxy card as soon as\npossible by following the instructions in the accompanying Proxy Statement to make sure that your shares are represented and voted at\nthe Meeting. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority\nof at least two thirds (2/3) of the votes that are cast by those holders of Ordinary Shares, voting as a single class, who, being entitled\nto do so, vote in person (including shareholders who vote online) or by proxy at the Meeting or any adjournment thereof. The approval\nof each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution, being the affirmative\nvote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person (including shareholders who vote online)\nor represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter. Accordingly, if you fail to vote\nin person, online or by proxy at the Meeting, your shares will not be counted for the purposes of determining whether the Proposals are\napproved by the requisite majorities. Abstentions and broker non-votes will also not be counted for the purpose of determining whether\nthe Proposals are approved by the requisite majorities; however, abstentions and broker non-votes will be considered present for purposes\nof establishing a quorum. If you hold your shares in street name through a bank, broker or other nominee, you will need to follow the\ninstructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Meeting.**\n\n**Important Notice Regarding\nthe Availability of Proxy Materials for the Extraordinary General Meeting in Lieu of an Annual General Meeting of the Shareholders to\nbe held on June 16, 2026:** This Notice of Meeting, the 2025 Annual Report, and the accompanying Proxy Statement are available\nat *https://www.cstproxy.com/melaracquisitioni/2026*.\n\n** **\n\n**MELAR\nACQUISITION CORP. I**\n\n**143\nWest 72nd Street, 4th Floor**\n\n**New\nYork, NY 10023**\n\n**NOTICE OF AN\nEXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS**\n\nTo the\nShareholders of Melar Acquisition Corp. I:\n\nNOTICE IS HEREBY GIVEN that\nan extraordinary general meeting in lieu of an annual general meeting of the shareholders (the “**Meeting**”) of Melar\nAcquisition Corp. I, a Cayman Islands exempted company (“**we**,” “**us**,” “**our**,” or\n“**Company**”), will be held on June 16, 2026, at 10:00 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole\nLLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, or at such other time, on such other\ndate and at such other place to which the Meeting may be adjourned.\n\nYou will not be required to\nattend the Meeting in person in order to vote. You may vote your shares online by visiting *www.cstproxyvote.com/*. You are cordially\ninvited to attend the Meeting for the purpose of considering and voting on the following proposals (the “**Proposals**”):\n\n1.\n\n**Proposal One — Extension Amendment\nProposal **— To approve, by way of special resolution, an amendment to our amended and restated memorandum and articles\nof association, as amended and currently in effect (the “**Amended and Restated Charter**”), as provided in the resolutions\nset forth in Annex A hereto (the “**Extension Amendment**” and such proposal, the “**Extension\nAmendment Proposal**”) to give the Company’s board of directors (the “**Board**”) the right to extend the\ndate by which we must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar\nbusiness combination with one or more businesses or entities (a “**Business Combination**”) on a monthly basis, up to\nsix (6) times, from June 20, 2026 through December 20, 2026 (or such earlier date as determined by the Board) (the “**Extension**,”\nand such later date, the “**Extended Date**”). The text of the special resolution to be passed is as follows:\n\n“RESOLVED, as a special resolution, that\nthe Company’s amended and restated memorandum and articles of association be amended as set forth in Annex A of the proxy statement\nto give the Company’s board of directors (the “Board”) the right to extend the date by which the Company must consummate\na business combination on a monthly basis, up to six (6) times, from June 20, 2026 through December 20, 2026 (or such earlier date as\ndetermined by the Board).”\n\n2.\n**Proposal Two — Auditor Ratification Proposal** —\nTo ratify, by way of ordinary resolution, the selection by the Board’s audit committee (the “**Audit Committee**”)\nof WithumSmith+Brown, PC (“**Withum**”) to serve as our independent registered public accounting firm for the year\nending December 31, 2026 (the “**Auditor Ratification Proposal**”); and\n\n3.\n**Proposal Three — Adjournment Proposal **— To\nadjourn, by way of ordinary resolution, the Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation\nand vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the\nforegoing Proposals (the “**Adjournment Proposal**”).\n\nOur\nfinal prospectus filed in connection with our initial public offering that was consummated on June 20, 2024 (the “**IPO**”),\nwhich was filed with the U.S. Securities and Exchange Commission (the “**SEC**”) on June 18, 2024 (File No. 333-279899)\n(the “**IPO Prospectus**”) and the Amended and Restated Charter provides that we initially have until June\n20, 2026 (24 months after the consummation of the IPO) to complete a Business Combination.\n\nThe\npurpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete\nthe proposed transactions (the “**Everli Business Combination**”) pursuant to that certain agreement and plan of merger\n(as amended, the “**Everli Merger Agreement**”), dated as of July 30, 2025\nand as amended on October 2, 2025 and December 8, 2025, that the Company entered into with (i) Everli Global Inc., a Nevada corporation,\ntogether with its successors (“**Everli**”), (ii) MAC I Merger Sub Inc., a Nevada corporation and the Company’s\nwholly-owned subsidiary (“**Merger Sub**”), (iii) Melar Acquisition Sponsor I LLC, a Delaware limited liability company\n(the “**Sponsor**”), and (iv) Salvatore Palella (the “**Escrowed Seller**”). For more information on the\nEverli Business Combination, see the Company’s Current Reports on Form 8-K filed with the SEC on July 31, 2025, August 5, 2025,\nAugust 25, 2025, September 18, 2025, October 3, 2025, October 24, 2025, December 8, 2025, January 29, 2026 and April 2, 2026 (the “**Everli\nBusiness Combination Form 8-Ks**”) and the 2025 Annual Report.\n\nWhile\nwe currently have until June 20, 2026 to consummate a Business Combination (the “**Combination Period**”), and we are\nusing our best efforts to complete the Everli Business Combination as soon as practicable, the Board believes that there will likely\nnot be sufficient time before June 20, 2026 to complete the Everli Business Combination. Accordingly, the Board believes that in order\nto be able to consummate the Everli Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes\nthat there is significant risk that we might not, despite our best efforts, be able to complete the Everli Business Combination or another\ninitial Business Combination on or before June 20, 2026. If that were to occur, we would be precluded from completing the Everli Business\nCombination or another initial Business Combination and would be forced to liquidate even if our shareholders are otherwise in favor\nof consummating such transaction.\n\nTherefore, the Board has determined\nthat it is in the best interests of our Company to extend the date by which we have to consummate the Everli Business Combination (or\nif the Everli Business Combination is not consummated, another initial Business Combination) to the Extended Date in order for our shareholders\nto have the opportunity to participate in our future investment. We cannot predict the amount that will remain in the Trust Account (as\ndefined below) following the Extension Redemptions (as defined below), if the Extension Amendment Proposal is approved, and the amount\nremaining in the Trust Account may be significantly less than the approximately $173.6 million that was in the Trust Account as of May\n14, 2026.\n\nIf\nthe Extension Amendment Proposal is approved, subject to satisfaction of the conditions to closing in the Everli Merger Agreement (including,\nwithout limitation, receipt of shareholder approval of the Everli Business Combination), we intend to complete the Everli Business Combination\nas soon as possible, and in any event, on or before the Extended Date. However, there is no assurance that we will be able to consummate\nthe Everli Business Combination, given the actions that must occur prior to closing of the Everli Business Combination.\n\nAs contemplated by the Amended\nand Restated Charter, the holders (the “**Public Shareholders**”) of our Class A ordinary shares, par value $0.0001 per\nshare (the “**Class A Ordinary Shares**”) included as part of the units (the “**Units**” and the shares\nincluded within, the “**Public Shares**”) sold in the IPO may elect (the “**Election**”) to redeem their\nPublic Shares in connection with the effectiveness of the Extension Amendment Proposal at a per share price, payable in cash, equal to\nthe aggregate amount then on deposit in the U.S.-based trust account, established to hold a portion of the proceeds of the IPO and the\nPrivate Placement (as defined below) (the “**Trust Account**”), including interest earned(which interest shall be net of\ntaxes payable), divided by the number of Public Shares then in issue, subject to applicable law (the “**Extension Redemptions**”),\nregardless of whether or how such Public Shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal\nis approved by the requisite vote of shareholders, the Public Shareholders remaining after the Extension Redemptions will retain their\nright to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of the Business\nCombination, subject to any limitations set forth in the Amended and Restated Charter, as amended by the Extension Amendment. In addition,\nPublic Shareholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if we have not completed\nthe Business Combination by the Extended Date.\n\nThe\nSponsor currently holds (i) 5,621,622 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “**Founder\nShares**” or “**Class B Ordinary Shares**,” and together with the Class A Ordinary Shares, the “**Ordinary\nShares**), and (ii) 3,500,000 warrants (the “**Private Placement Warrants**”), which were purchased by the Sponsor in\na private placement that occurred simultaneously with the completion of the IPO (the “**Private Placement**”). As of the\nRecord Date (as defined below), there were 16,000,000 Class A Ordinary Shares\nand 5,621,622 Class B Ordinary Shares issued and outstanding and the Sponsor holds approximately\n26.0% of the total issued and outstanding Ordinary Shares.\n\n**To make the Election,\nyou must demand that we redeem your Public Shares for a pro rata portion of the funds held in the Trust Account and tender your Public\nShares to our transfer agent at least two business days prior to the Meeting (or June 12, 2026). You may tender your Public Shares by\neither delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust\nCompany’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If your Public Shares are held in an\naccount at a brokerage firm, bank, dealer, or other similar organization, you will need to instruct your bank, broker or other nominee\nto withdraw the Public Shares from your account in order to make the Election.**\n\nIf\nthe Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor or its designees, which may include Everli, have agreed\nto loan the Company (the “**Loans**”) (i) the lesser of (x) $40,000 or (y) $0.02 for each Public Share that is not redeemed\n(such amount, the “**Monthly Amount**”) plus (ii) if the Business Combination is not consummated by July 20, 2026,\nthe Monthly Amount for each calendar month (commencing on July 21, 2026 and ending on the 21st day of each subsequent month), or\nportion thereof, that is needed by the Company to complete the Business Combination until December 20, 2026. Accordingly, the amount\ndeposited per share will depend on the number of Public Shares that remain outstanding after redemptions in connection with the Extension\nand the length of the extension period that will be needed to complete the Business Combination. If more than 2,000,000 Public Shares\nremain outstanding after redemptions in connection with the Extension, then the amount paid per share will be reduced proportionately.\nFor example, if the Company completes the Business Combination on September 20, 2026, which would represent three calendar months, no\nPublic Shares are redeemed and all of the Public Shares remain outstanding in connection with the Extension, then the aggregate amount\ndeposited per share will be approximately $0.01 per share, with the aggregate maximum contribution to the Trust Account being $120,000.\nHowever, if 14,000,000 Public Shares are redeemed and 2,000,000 of the Public Shares remain outstanding after redemptions in connection\nwith the Extension, then the aggregate amount deposited per share for such three-month period will be approximately $0.06 per share.\n\nAssuming\nthe Extension Amendment Proposal is approved and the Board implements the Extension, the initial Monthly Amount will be deposited in\nthe Trust Account promptly following June 20, 2026. Each additional Monthly Amount will be deposited in the Trust Account within seven\ncalendar days from the 21st of such calendar month (or portion thereof). The Loans are conditioned upon the implementation of the Extension.\nThe Loans will not occur if the Extension Amendment Proposal is not approved or the Extension is not implemented. The amount of the Loans\nwill not bear interest and will be repayable by the Company to the Sponsor or its designees, which may include Everli, upon consummation of a Business Combination.\nIf the Sponsor or its designees, which may include Everli, advises the Company that it does not intend to make the Loans, then the Extension Amendment Proposal\nand likely the other Proposals will not be put before the shareholders at the Meeting and the Company will liquidate and dissolve in\naccordance with the Amended and Restated Charter. There is also no assurance that the Sponsor or its designees, which may include Everli, will make additional Loans\nfor the term of the Extension. The Board will have the sole discretion whether to extend for additional calendar months until December\n20, 2026 and if the Board determines not to continue extending for additional calendar months, the Sponsor or its designees’ obligation\nto make additional Loans following such determination will terminate. Further, even if the Board determines to continue extending for\nadditional calendar months, if the Sponsor or its designees, which may include Everli, are unable or unwilling, for any reason, to extend the Loans to fund such\nextensions of the Combination Period, the Combination Period will not be further extended.\n\nOn May 14, 2026, the redemption\nprice per Public Share was approximately $10.852 (which is expected to be the same approximate amount two business days prior to the Meeting),\nbased on the aggregate amount on deposit in the Trust Account of approximately $173.6 million as of such date (including interest which\ninterest shall be net of taxes payable), divided by the number of Public Shares then in issue, subject to applicable law. The closing\nprice of the Class A Ordinary Shares as reported on the Nasdaq Global Market (“**Nasdaq**”) on May 14, 2026 was $10.83.\nWe cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price\nper share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such Public\nShareholders wish to sell their Public Shares. We believe such redemption right enables our Public Shareholders to determine whether or\nnot to sustain their investments for an additional period if we do not complete the Business Combination on or before June 20, 2026. The\nwithdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following\nthe Election and the amount remaining in the Trust Account may be significantly less than the approximately $173.6 million that was in\nthe Trust Account as of May 14, 2026. In such event, we may need to obtain additional funds to complete the Business Combination, and\nthere can be no assurance that such funds will be available on terms acceptable to the parties or at all.\n\nThe\nAdjournment Proposal, if adopted, will allow the Board to adjourn the Meeting to a later date or dates, or indefinitely, to permit further\nsolicitation of proxies. If the Extension Amendment Proposal is not approved, and the Business Combination is not completed within the\nCombination Period, as contemplated by and in accordance with the Amended and Restated Charter, we will (i) cease all operations except\nfor the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, subject to lawfully\navailable funds, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the\nTrust Account, including interest earned on the Trust Account (which interest shall be net of taxes payable, and up to $100,000 of interest\nto pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public\nShareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable\nlaw and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and\nthe Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors\nand in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions\nwith respect to our Warrants (as defined in the section of the Proxy Statement (as defined below) entitled “*Questions and Answers\nAbout the Meeting*”), which will expire worthless if we fail to complete a Business Combination within the Combination Period.\nIn the event of a liquidation, our Sponsor and our officers and directors will not receive any monies held in the Trust Account as a\nresult of their ownership of the Founder Shares or the Private Placement Warrants. As a consequence, a liquidating distribution will\nbe made only with respect to the Public Shares.\n\nSubject\nto the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the\naffirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single\nclass, who, being entitled to do so, vote in person (including shareholders who vote online) or by proxy at the Meeting, or any adjournment\nthereof.\n\nThe\napproval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution under\nCayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in\nperson (including shareholders who vote online) or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote\non such matter.\n\nIf we liquidate, our Sponsor\nhas agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us,\nor a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement\nor business combination agreement (except for the Company’s independent registered public accounting firm), reduce the amount of\nfunds 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\nTrust 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\nthe Trust Account assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective\ntarget 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)\nnor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities\nunder the Securities Act of 1933, as amended (the “**Securities Act**”). Moreover, in the event that an executed waiver\nis deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party\nclaims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations. As of May 14, 2026, based on funds\nin the Trust Account of approximately $173.6 million as of such date, the pro rata portion of the funds available in the Trust Account\nfor the redemption of Public Shares was approximately $10.852 per Public Share (before taking into account the removal of the accrued\ninterest in the Trust Account to pay our taxes). Nevertheless, we cannot assure you that the per-share distribution from the Trust Account,\nif we liquidate, will not be less than approximately $10.852 (before taking into account the removal of the accrued interest in the Trust\nAccount to pay our taxes and up to $100,000 of interest to pay dissolution expenses), due to unforeseen claims of creditors.\n\nIf the Extension Amendment\nProposal is effective, we, pursuant to the terms of the Investment Management Trust Agreement, dated June 17, 2024 (as amended, the “**Trust\nAgreement**”), by and between us and Continental Stock Transfer & Trust Company (“**Continental**”), will (i)\nremove from the Trust Account an amount (the “**Withdrawal Amount**”), equal to the number of Public Shares properly redeemed\nmultiplied by the per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest\n(which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, subject to applicable law, and (ii)\ndeliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount in the Extension Redemptions. The remainder\nof such funds shall remain in the Trust Account and will be available for our use to complete a Business Combination on or before the\nExtended Date. Public Shareholders who do not redeem their Public Shares in the Extension Redemptions will retain their redemption rights\nand their ability to vote on a Business Combination through the Extended Date, if the Extension Amendment Proposal is approved.\n\nOur\nBoard has fixed the close of business on May 11, 2026 (the “**Record Date**”) as the date for determining the shareholders\nentitled to receive notice of and vote at the Meeting and any adjournment thereof. Only holders of record of the Ordinary Shares on that\ndate are entitled to have their votes counted at the Meeting or any adjournment thereof. On the Record Date, there were 16,000,000 Class\nA Ordinary Shares and 5,621,622 Class B Ordinary Shares issued and outstanding. Our Warrants do not have voting rights in connection\nwith the Proposals.\n\nA\nshareholder who is entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of\nthat shareholder, and such proxyholder need not be our shareholder.\n\nShareholders\nwill have the opportunity to present questions to our management (the “**Management**”), including regarding our Annual\nReport on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 9, 2026 (the “**2025 Annual Report**”),\nat the Meeting.\n\nThis\nproxy statement (the “**Proxy Statement**”) contains important information about the Meeting and the Proposals. Whether\nor not you plan to attend the Meeting, we urge you to read this material carefully and vote your shares.\n\nWe\nwill pay for the entire cost of soliciting proxies from our working capital. We have engaged Advantage Proxy, Inc. (the “**Solicitation\nAgent**”) to assist in the solicitation of proxies for the Meeting. We have agreed to pay the Solicitation Agent approximately\n$8,500 in connection with such services for the Meeting. We will also reimburse the Solicitation Agent for reasonable out-of-pocket expenses\nand will indemnify the Solicitation Agent and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition\nto these mailed proxy materials, our Board and the Management may also solicit proxies in person, by telephone or by other means of communication.\nThese parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other\nagents for the cost of forwarding proxy materials to Beneficial Owners (as defined in the section of the Proxy Statement entitled “*Questions\nand Answers About the Meeting*”). While the payment of these expenses will reduce the cash available to us to consummate the\nBusiness Combination, we do not expect such payments to have a material effect on our ability to consummate an initial Business Combination.\n\nThis Proxy Statement is dated\nMay 15, 2026 and is first being mailed to shareholders on or about May 18, 2026.\n\nMay 15, 2026\nBy Order of the Board of Directors\n\n/s/ Gautam Ivatury\n\nGautam Ivatury\n\nChief Executive Officer and Director\n\n** **\n\n** **\n\n**TABLE OF CONTENTS**\n\n**Page**\n\n[CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](#a_001)\n1\n\n[QUESTIONS AND ANSWERS ABOUT THE MEETING](#a_002)\n2\n\n[RISK FACTORS](#a_003)\n16\n\n[BACKGROUND](#a_004)\n19\n\n[THE MEETING](#a_005)\n20\n\n[PROPOSAL ONE — THE EXTENSION AMENDMENT PROPOSAL](#a_006)\n25\n\n[PROPOSAL TWO — THE AUDITOR RATIFICATION PROPOSAL](#a_007)\n30\n\n[PROPOSAL THREE — THE ADJOURNMENT PROPOSAL](#a_008)\n32\n\n[MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR SHAREHOLDERS EXERCISING REDEMPTION RIGHTS](#a_009)\n33\n\n[BENEFICIAL OWNERSHIP OF SECURITIES](#a_010)\n40\n\n[FUTURE SHAREHOLDER PROPOSALS](#a_011)\n43\n\n[HOUSEHOLDING INFORMATION](#a_012)\n43\n\n[WHERE YOU CAN FIND MORE INFORMATION](#a_013)\n43\n\n[ANNEX A — PROPOSED AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION\nOF MELAR ACQUISITION CORP. I](#a_014)\nA-1\n\n** **\n\ni\n\n**CAUTIONARY NOTE\nREGARDING FORWARD-LOOKING STATEMENTS**\n\nSome\nof the statements contained in this Proxy Statement constitute forward-looking statements within the meaning of the U.S. federal securities\nlaws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends\nand similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect\nto, among other things, our capital resources and results of operations. Likewise, our financial statements and all of our statements\nregarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking\nstatements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,”\n“continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,”\n“predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative\nversion of these words or other comparable words or phrases.\n\nThe\nforward-looking statements contained in this Proxy Statement reflect our current views about future events and are subject to numerous\nknown and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly\nfrom those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as\ndescribed (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ\nmaterially from those set forth or contemplated in the forward-looking statements:\n\n●\nour ability to complete the Everli Business Combination;\n\n●\nthe anticipated benefits of the Everli Business Combination;\n\n●\nthe volatility of the market price and liquidity of our securities;\n\n●\nthe use of funds not held in the Trust Account or available to us from\ninterest income on the Trust Account balance; and\n\n●\nthe competitive environment in which our successor will operate following\nthe Everli Business Combination.\n\nAdditionally,\nin 2024, the SEC adopted additional rules and regulations relating to special purpose acquisition companies (“**SPACs**”\nand such rules, the “**2024 SPAC Rules**”). The 2024 SPAC Rules require, among other matters, (i) additional disclosures\nrelating to SPAC sponsor and related persons; (ii) additional disclosures relating to SPAC Business Combination transactions; (iii)\nadditional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in connection with proposed\nBusiness Combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed\nBusiness Combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants in connection\nwith registration statements relating to proposed Business Combination transactions. In addition, the SEC’s adopting release provided\nguidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act of 1940 (the “**Investment\nCompany Act**”), including its duration, asset composition, business purpose, and the activities of the SPAC and its management\nteam. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase\nthe costs and time related thereto.\n\nWhile\nforward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation\nto publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,\ndata or methods, future events or other changes after the date of this Proxy Statement, except as required by applicable law.\n\nFor\na further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly\nfrom those expressed in any forward-looking statement, see the section of this Proxy Statement entitled “*Risk Factors*,”\nand in other reports we file with the SEC. You should not place undue reliance on any forward-looking statements, which are based only\non information currently available to us (or to third parties making the forward-looking statements).\n\n1\n\n**QUESTIONS AND\nANSWERS ABOUT THE MEETING**\n\nThe\nquestions and answers below (i) only briefly address some commonly asked questions about the Meeting and the Proposals, (ii) are only\nsummaries of the matters they discuss and (iii) highlight only selected information from this Proxy Statement. They do not contain all\nof the information that may be important to you. You should carefully read the entire Proxy Statement, including Annex A and\nthe other documents referred to herein, to fully understand the Proposals and the voting procedures for the Meeting.\n\n**Why am I\nreceiving this Proxy Statement?**\n\nThis Proxy Statement and\nthe enclosed proxy card are being sent to you in connection with the solicitation of proxies by the Board for use at the Meeting, which\nis an extraordinary general meeting in lieu of an annual general meeting of the shareholders, to be held on June 16, 2026, at 10:00 a.m.\nEastern Time, or at any adjournments or postponements thereof. This Proxy Statement summarizes the information that you need to make\nan informed decision on the Proposals to be considered at the Meeting.\n\nThis Proxy Statement and\nthe enclosed proxy card were first sent to our shareholders on or about May 18, 2026.\n\nWe\nare a blank check company incorporated as a Cayman Islands exempted company on March 11, 2024 for the purpose of effecting a Business\nCombination. On June 20, 2024, we simultaneously consummated our (i) IPO of 16,000,000 Units, each consisting of one Class A Ordinary\nShare and one-half of one redeemable warrant (each whole warrant, a “**Public Warrant**” and together with the Private\nPlacement Warrants, the “**Warrants**”), generating an aggregate amount of gross proceeds of $160,000,000 and (ii) Private\nPlacement of 5,000,000 Private Placement Warrants, with each Private Placement\nWarrant exercisable to purchase one Class A Ordinary Share at a price of $11.50 per share, generating gross proceeds of $5,000,000.\n\nLike\nmost blank check companies, our Amended and Restated Charter provides for the return of the IPO proceeds held in the Trust Account to\nthe holders of Public Shares if there is no qualifying Business Combination consummated on or before the end of the Combination Period.\n\nWe\nbelieve that it is in the best interests of our Company to continue our existence until the Extended Date, if necessary, in order to\nallow us additional time to complete the Everli Business Combination.\n\nThe\nMeeting is being held, in part, to allow us additional time to complete the Business Combination.\n\n**Why do we need to hold an extraordinary\ngeneral meeting in lieu of an annual meeting?**\n\nThe\nMeeting is also being held as an annual general meeting to provide you an opportunity to present questions to the Management, including\nregarding the 2025 Annual Report.\n\n**The Proposals**\n\n**What is being\nvoted on?**\n\nYou\nare being asked to vote on three Proposals:\n\n1.\n**Proposal One — Extension Amendment Proposal **—\nTo approve, by way of special resolution, an amendment to our Amended and Restated Charter, as provided in the resolutions set forth\nin Annex A hereto, to give the Board the right to extend the date by which we must consummate a Business Combination\non a monthly basis, up to six (6) times, from June 20, 2026 through December 20, 2026 (or such earlier date as determined by the\nBoard);\n\n2.\n**Proposal Two — Auditor Ratification Proposal** —\nTo ratify, by way of ordinary resolution, the selection by the Audit Committee of Withum to serve as our independent registered public\naccounting firm for the year ending December 31, 2026; and\n\n2\n\n3.\n**Proposal Three — Adjournment Proposal **— To\nadjourn, by way of ordinary resolution, the Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation\nand vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the\nforegoing Proposals.\n\n**Why are we\nproposing the Extension Amendment Proposal?**\n\nThe\nAmended and Restated Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares if\nthere is no qualifying Business Combination consummated on or before June 20, 2026, the current end of the Combination Period. As explained\nbelow, we believe we will not be able to complete a Business Combination by that date and, therefore, we are asking for an extension\nof this timeframe.\n\nOur\nseeking to complete the Everli Business Combination will involve, among other things:\n\n●\npreparing and completing proxy materials;\n\n●\nestablishing a meeting date and record date for considering the Business\nCombination, and distributing proxy materials to shareholders; and\n\n●\nholding a special meeting to consider the Business Combination.\n\nThe\npurpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the\nEverli Business Combination, if needed. The Extension Amendment Proposal is required to proceed with our Board’s plan to extend\nthe date that we have to complete an initial Business Combination, specifically the Everli Business Combination.\n\nWhile\nwe are using our best efforts to complete the Everli Business Combination as soon as practicable, the Board believes that there will\nlikely not be sufficient time before June 20, 2026 to complete the Everli Business Combination. Accordingly, the Board believes that\nin order to be able to consummate the Everli Business Combination, we will need to obtain the Extension. Without the Extension, the Board\nbelieves that there is significant risk that we might not, despite our best efforts, be able to complete the Everli Business Combination\nor another initial Business Combination on or before June 20, 2026. If that were to occur, we would be precluded from completing the\nEverli Business Combination or another initial Business Combination and would be forced to liquidate even if our shareholders are otherwise\nin favor of consummating such transaction.\n\nTherefore,\nthe Board has determined that it is in the best interests of our Company to extend the date by which we have to consummate the Everli\nBusiness Combination (or if the Everli Business Combination is not consummated, another initial Business Combination) to the Extended\nDate in order for our shareholders to have the opportunity to participate in our future investment.\n\nIf\nthe Extension Amendment Proposal is approved, subject to satisfaction of the conditions to closing in the Everli Merger Agreement (including,\nwithout limitation, receipt of shareholder approval of the Everli Business Combination), we intend to complete the Everli Business Combination\nas soon as possible, and in any event, on or before the Extended Date. However, there is no assurance that we will be able to consummate\nthe Everli Business Combination, given the actions that must occur prior to closing of the Everli Business Combination.\n\nThe\nBoard believes that given our expenditure of time, effort and money on the Everli Business Combination, circumstances warrant ensuring\nthat we are in the best position possible to consummate the Everli Business Combination and that it is in the best interests of our Company\nthat we obtain the Extension, if needed. We believe that the Everli Business Combination will provide significant benefits to our shareholders.\nFor more information about the Everli Business Combination, see the Everli Business Combination Form 8-Ks. Accordingly, the Board is\nproposing the Extension Amendment Proposal to amend our Amended and Restated Charter, as provided in the resolutions set forth in Annex\nA hereto, to give the Board the right to extend the date by which we must (i) consummate a Business Combination, (ii) cease\nour operations if we fail to complete such Business Combination, and (iii) redeem or repurchase 100% of the Public Shares sold in our\nIPO on a monthly basis, up to six (6) times, from June 20, 2026 through December 20, 2026 (or such earlier date as determined by the\nBoard).\n\n3\n\n** **\n\n**You\nare not being asked to vote on the Business Combination at this time. If the Extension Amendment Proposal is approved and you do not\nelect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider the Business Combination,\nyou will retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your Public\nShares for cash in the event the Business Combination is approved and completed or we have not consummated a Business Combination by\nthe Extended Date.**\n\n** **\n\n**Why are we\nproposing the Adjournment Proposal?**\n\nIf\neither of the Extension Amendment Proposal or the Auditor Ratification Proposal is not approved by the shareholders, we may put the Adjournment\nProposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension Amendment Proposal or the\nAuditor Ratification Proposal, as needed.\n\nIf\nthe Adjournment Proposal is not approved by our shareholders, the Board may not adjourn the Meeting to a later date or dates, or indefinitely,\nfor the purpose of soliciting additional proxies. In such event, the Extension could not be completed and if we do not complete a Business\nCombination within the Combination Period, we would cease all operations except for the purpose of winding up, redeeming 100% of the\noutstanding Public Shares for cash and, subject to the approval of our remaining shareholders and the Board, liquidating and dissolving.\n\n**Why should\nI vote “FOR” the Extension Amendment Proposal?**\n\nOur\nBoard believes shareholders should have an opportunity to evaluate the Business Combination, including the Everli Business Combination,\nand that our shareholders will benefit from our Company consummating the Business Combination; consequently, the Board is proposing the\nExtension Amendment Proposal to extend the date by which we have to complete the Business Combination until the Extended Date and give\nus more opportunity to complete the Business Combination, including the Everli Business Combination. Without the Extension, we believe\nthat we will not be able to complete a Business Combination on or before June 20, 2026. If that were to occur, we would be forced to\nliquidate and dissolve following June 20, 2026.\n\nOur Amended and Restated Charter\nprovides that if any amendment is made to our Amended and Restated Charter not for the purposes of approving, or in conjunction with the\nconsummation of, a business combination (i) to modify the substance or timing of our obligation to allow redemption in connection with\na business combination or to redeem 100 percent of the Public Shares if we do not consummate a Business Combination within the Combination\nPeriod or (ii) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial\nbusiness combination activity, we will provide our Public Shareholders, other than the Sponsor, our officers or directors, and the holders\nof the Founder Shares prior to the IPO with the opportunity to redeem their Public Shares upon the effectiveness of any such amendment\nat a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on\nthe Trust Account (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, subject to applicable\nlaw. We believe that this provision was included to protect our shareholders from having to sustain their investments for an unreasonably\nlong period if we failed to find a suitable Business Combination in the timeframe contemplated by the Amended and Restated Charter.\n\n** **\n\n****\n\n4\n\n** **\n\n**What amount\nwill holders receive upon consummation of a Business Combination or liquidation if the Extension Amendment Proposal is approved?**\n\nIf\nthe Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor or its designees, which may include Everli, have agreed\nto the Loans of (i) the lesser of (x) $40,000 or (y) $0.02 for each Public Share that is not redeemed plus (ii) if the Business\nCombination is not consummated by July 20, 2026, the Monthly Amount for each calendar month (commencing on July 21, 2026 and ending\non the 21st day of each subsequent month), or portion thereof, that is needed by the Company to complete the Business Combination until\nDecember 20, 2026. Accordingly, the amount deposited per share will depend on the number of Public Shares that remain outstanding after\nredemptions in connection with the Extension and the length of the extension period that will be needed to complete the Business Combination.\nIf more than 2,000,000 Public Shares remain outstanding after redemptions in connection with the Extension, then the amount paid per\nshare will be reduced proportionately. For example, if the Company completes the Business Combination on September 20, 2026, which would\nrepresent three calendar months, no Public Shares are redeemed and all of the Public Shares remain outstanding in connection with the\nExtension, then the aggregate amount deposited per share will be approximately $0.01 per share, with the aggregate maximum contribution\nto the Trust Account being $120,000. However, if 14,000,000 Public Shares are redeemed and 2,000,000 of the Public Shares remain outstanding\nafter redemptions in connection with the Extension, then the aggregate amount deposited per share for such three-month period will be\napproximately $0.06 per share.\n\nAssuming\nthe Extension Amendment Proposal is approved and the Board implements the Extension, the initial Monthly Amount will be deposited in\nthe Trust Account promptly following June 20, 2026. Each additional Monthly Amount will be deposited in the Trust Account within seven\ncalendar days from the 21st of such calendar month (or portion thereof). The Loans are conditioned upon the implementation of the Extension.\nThe Loans will not occur if the Extension Amendment Proposal is not approved or the Extension is not implemented. The amount of the Loans\nwill not bear interest and will be repayable by the Company to the Sponsor or its designees, which may include Everli, upon consummation of a Business Combination.\nIf the Sponsor or its designees, which may include Everli, advises the Company that it does not intend to make the Loans, then the Extension Amendment Proposal\nand likely the other Proposals will not be put before the shareholders at the Meeting and the Company will liquidate and dissolve in\naccordance with the Amended and Restated Charter. There is also no assurance that the Sponsor or its designees, which may include Everli, will make additional Loans\nfor the term of the Extension. The Board will have the sole discretion whether to extend for additional calendar months until December\n20, 2026 and if the Board determines not to continue extending for additional calendar months, the Sponsor or its designees’ obligation\nto make additional Loans following such determination will terminate. Further, even if the Board determines to continue extending for\nadditional calendar months, if the Sponsor or its designees, which may include Everli, are unable or unwilling, for any reason, to extend the Loans to fund such\nextensions of the Combination Period, the Combination Period will not be further extended.\n\n** **\n\n**Why should\nI vote “FOR” the Auditor Ratification Proposal?**\n\nWithum\nhas served as our independent registered public accounting firm since 2024. Our Audit Committee and Board believe that stability and\ncontinuity in our auditor are important as we continue to search for and complete the Business Combination.\n\n**Why should\nI vote “FOR” the Adjournment Proposal?**\n\nIf\nthe Adjournment Proposal is not approved by our shareholders, the Board may not to adjourn the Meeting to a later date or dates, or indefinitely,\nin the event that there are insufficient votes for, or otherwise in connection with, the approval of the other Proposals.\n\n**Does the\nBoard recommend voting “FOR” the approval of the Proposals?**\n\nYes.\nAfter careful consideration of the terms and conditions of these Proposals, our Board has determined that the Extension Amendment Proposal,\nthe Auditor Ratification Proposal and, if presented, the Adjournment Proposal, are in our Company’s best interest. The Board recommends\nthat our shareholders vote “FOR” the Extension Amendment Proposal, “FOR” the Auditor Ratification Proposal and\n“FOR” the Adjournment Proposal, if presented.\n\n5\n\n**Are the Proposals\nconditioned on one another?**\n\nThe\nExtension Amendment Proposal is not conditioned on the approval of either the Auditor Ratification Proposal or the Adjournment Proposal.\n\nThe\nAuditor Ratification Proposal is not conditioned on the approval of the Extension Amendment Proposal or the Adjournment Proposal.\n\nThe\nAdjournment Proposal is not conditioned on the approval of the Extension Amendment Proposal or the Auditor Ratification Proposal. However,\nif either of the Extension Amendment Proposal or the Auditor Ratification Proposal is not approved by our shareholders, we may put the\nAdjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension Amendment Proposal\nor the Auditor Ratification Proposal, as needed.\n\n** **\n\n**What vote\nis required to approve the Proposals?**\n\nThe\napproval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a\nmajority of not less than two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being\nentitled to do so, vote in person (including shareholders who vote online) or by proxy at the Meeting, or any adjournment thereof.\n\nThe\napproval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution under\nCayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in\nperson (including shareholders who vote online) or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote\non such matter.\n\n**What if I\ndon’t want to vote “FOR” any of the Proposals?**\n\nIf\nyou do not want the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, if presented, to be\napproved, you must vote “AGAINST” such proposal because only those votes that are actually cast, either “FOR”\nor “AGAINST,” the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, if presented,\nwill be counted for the purposes of determining whether each of the Proposals is approved, and any Ordinary Shares that are not voted\nat the Meeting will have no effect on the outcome of such votes. Abstentions and Broker Non-Votes (as defined below under the question\nentitled “*If my shares are held in Street Name, will my broker, bank or nominee automatically vote my shares for me*?”),\nwhile considered present for the purposes of establishing a Quorum (as defined below under the question entitled “*What constitutes\na Quorum at the Meeting*?”), will not count as votes cast and will have no effect on the outcome of the vote on any of the Proposals.\nSee the question below entitled “*If my shares are held in Street Name, will my broker, bank or nominee automatically vote my\nshares for me*?” for more information about Broker Non-Votes.\n\nIf\nthe Extension Amendment Proposal and the Auditor Ratification Proposal are approved, the Adjournment Proposal will not be presented for\na vote.\n\n**Do I have\nappraisal rights or dissenters’ rights if I object to any of the Proposals?**\n\nNo.\nThere are no appraisal rights or dissenters’ rights available to our shareholders in connection with the Proposals.\n\n**How do our\ninsiders intend to vote their shares?**\n\nAll\nof our Sponsor, directors, officers and their respective affiliates are expected to vote any Ordinary Shares over which they have voting\ncontrol (including any Public Shares owned by them) in favor of the Proposals. The Sponsor, directors, officers and their respective\naffiliates are not entitled to redeem any Ordinary Shares held by them in connection with the Extension Amendment Proposal. On the Record\nDate, our Sponsor, directors and officers collectively beneficially owned and were entitled to vote 5,621,622 Class B Ordinary Shares,\nrepresenting approximately 26.0% of our total issued and outstanding Ordinary Shares. Our Sponsor, directors, officers and their affiliates\ndo not intend to purchase Ordinary Shares in the open market or in privately negotiated transactions in connection with the shareholder\nvote on the Extension Amendment Proposal.\n\nIn\naddition, the Sponsor may enter into arrangements with a limited number of shareholders pursuant to which such shareholders would agree\nnot to redeem the Public Shares beneficially owned by them in connection with the Extension Amendment Proposal. The Sponsor and/or our\nCompany may provide such shareholders either our securities or membership interests in the Sponsor or other consideration pursuant to\nsuch arrangements.\n\n6\n\n**What interests\ndo our Sponsor and our directors and officers have in the approval of the Proposals?**\n\nOur Sponsor, directors and officers have interests in the Proposals\nthat may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership of (i)\n5,621,622 Class B Ordinary Shares (purchased for a nominal price) and 3,500,000 Private Placement Warrants (purchased for $1.00 per Private\nPlacement Warrant), which would expire worthless if the Business Combination is not consummated, and (ii) a promissory note, as amended,\nin the principal amount of up to $3,611,111, including an original issue discount of ten percent (10%), initially issued to the Sponsor\non May 30, 2025 and amended on August 18, 2025, September 12, 2025, September 29, 2025 and March 30, 2026 (the “**2026 Promissory\nNote**”). As of March 31, 2026, we had borrowed $3,178,079 under the 2026 Promissory Note and reported $3,870,642 (including interest),\non our unaudited condensed consolidated balance sheets for the quarter ended March 31, 2026.\n\nSee\nthe section of this Proxy Statement entitled “*The Meeting — Interests of the Sponsor, Directors and Officers*.”\n\n**The Extension\nAmendment Proposal**\n\n**If the Extension\nAmendment Proposal is approved, what happens next?**\n\nUpon approval of the Extension\nAmendment Proposal by the affirmative vote of at least two-thirds (2/3) of the shareholders entitled to vote who attend and vote at the\nMeeting, (i) the Extension Amendment will be effective and (ii) we will file the Extension Amendment as provided in the resolutions set\nforth in Annex A, with the Cayman Islands Registrar of Companies. We will remain a reporting company under the Securities\nExchange Act of 1934, as amended (the “**Exchange Act**”), and our Units, Public Shares and Public Warrants will remain\npublicly traded. We will then continue to work to consummate the Everli Business Combination by the Extended Date. However, if the Extension\nAmendment Proposal is approved, our Board will have the right, without any further action by our shareholders, to decide to liquidate\nour Company at any time prior to December 20, 2026.\n\nIf\nthe Extension Amendment Proposal is effective, and one or more of our shareholders elect to redeem their Public Shares pursuant to the\nExtension Redemptions, we will remove from the Trust Account and deliver to the holders of such redeemed Public Shares the Withdrawal\nAmount, and retain the remainder of the funds in the Trust Account for our use in connection with consummating the Everli Business Combination\non or before the Extended Date. Any such redeemed Public Shares will increase the percentage interest of our Ordinary Shares held by\nthe Sponsor and our directors and officers as a result of their ownership of our Founder Shares.\n\nIf the Extension Amendment\nProposal is effective, the removal from the Trust Account of the Withdrawal Amount will reduce our net asset value. We cannot predict\nthe amount that will remain in the Trust Account following the Extension Redemptions if the Extension Amendment Proposal is effective;\nthe amount remaining in the Trust Account may be only a small fraction of the approximately $173.6 million that was in the Trust Account\nas of May 14, 2026.\n\nIf\nthe Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor or its designees, which may include Everli, have agreed\nto the Loans of (i) the lesser of (x) $40,000 or (y) $0.02 for each Public Share that is not redeemed plus (ii) if the Business\nCombination is not consummated by July 20, 2026, the Monthly Amount for each calendar month (commencing on July 21, 2026 and ending\non the 21st day of each subsequent month), or portion thereof, that is needed by the Company to complete the Business Combination until\nDecember 20, 2026. Accordingly, the amount deposited per share will depend on the number of Public Shares that remain outstanding after\nredemptions in connection with the Extension and the length of the extension period that will be needed to complete the Business Combination.\nIf more than 2,000,000 Public Shares remain outstanding after redemptions in connection with the Extension, then the amount paid per\nshare will be reduced proportionately. For example, if the Company completes the Business Combination on September 20, 2026, which would\nrepresent three calendar months, no Public Shares are redeemed and all of the Public Shares remain outstanding in connection with the\nExtension, then the aggregate amount deposited per share will be approximately $0.01 per share, with the aggregate maximum contribution\nto the Trust Account being $120,000. However, if 14,000,000 Public Shares are redeemed and 2,000,000 of the Public Shares remain outstanding\nafter redemptions in connection with the Extension, then the aggregate amount deposited per share for such three-month period will be\napproximately $0.06 per share.\n\n7\n\nAssuming the Extension Amendment Proposal is approved and the Board implements the Extension, the initial Monthly Amount will be deposited\nin the Trust Account promptly following June 20, 2026. Each additional Monthly Amount will be deposited in the Trust Account within seven\ncalendar days from the 21st of such calendar month (or portion thereof). The Loans are conditioned upon the implementation of the Extension.\nThe Loans will not occur if the Extension Amendment Proposal is not approved or the Extension is not implemented. The amount of the Loans\nwill not bear interest and will be repayable by the Company to the Sponsor or its designees, which may include Everli, upon consummation\nof a Business Combination. If the Sponsor or its designees, which may include Everli, advises the Company that it does not intend to make\nthe Loans, then the Extension Amendment Proposal and likely the other Proposals will not be put before the shareholders at the Meeting\nand the Company will liquidate and dissolve in accordance with the Amended and Restated Charter. There is also no assurance that the Sponsor\nor its designees, which may include Everli, will make additional Loans for the term of the Extension. The Board will have the sole discretion\nwhether to extend for additional calendar months until December 20, 2026 and if the Board determines not to continue extending for additional\ncalendar months, the Sponsor or its designees’ obligation to make additional Loans following such determination will terminate.\nFurther, even if the Board determines to continue extending for additional calendar months, if the Sponsor or its designees, which may\ninclude Everli, are unable or unwilling, for any reason, to extend the Loans to fund such extensions of the Combination Period, the Combination\nPeriod will not be further extended.\n\n**What happens\nif the Extension Amendment Proposal is not approved?**\n\nIf\nthere are insufficient votes to approve the Extension Amendment Proposal, we may put the Adjournment Proposal to a vote in order to seek\nadditional time to obtain sufficient votes in support of the Extension Amendment Proposal.\n\nIf the Extension Amendment\nProposal is not approved, and the Business Combination is not completed within the Combination Period, then as contemplated by and in\naccordance with the Amended and Restated Charter, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly\nas reasonably possible, but not more than ten business days thereafter, subject to lawfully available funds, redeem the Public Shares,\nat a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on\nthe Trust Account (which interest shall be net of taxes payable, and up to $100,000 of interest to pay dissolution expenses), divided\nby the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders\n(including the right to receive further liquidation distributions, if any) subject to applicable law; and (iii) as promptly as reasonably\npossible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject\nin each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements\nof applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless\nif we fail to complete a Business Combination within the Combination Period. In the event of a liquidation, the Sponsor, and our officers\nand directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private\nPlacement Warrants. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.\n\n**Will you\nseek any further extensions to liquidate the Trust Account?**\n\nOther\nthan as described in this Proxy Statement, we do not currently anticipate seeking any further extension to consummate a Business Combination\nbeyond the Extended Date. However, if it appears additional time to complete a Business Combination is needed at a later date, we may\nseek to further extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension\nwould require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public\nShares. Such redemptions will likely have a material adverse effect on the amount held in our Trust Account, our capitalization, principal\nshareholders and other impacts on our Company or Management.\n\n**What happens\nto our Warrants if the Extension Amendment Proposal is approved?**\n\nIf\nthe Extension Amendment Proposal is approved, we will retain the blank check company restrictions applicable to us and continue to attempt\nto consummate a Business Combination until the Extended Date. The Public Warrants will remain outstanding and only become exercisable\n30 days after the completion of a Business Combination, provided that we have an effective registration statement under the Securities\nAct covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available\n(or we permit holders to exercise Warrants on a cashless basis).\n\n8\n\n**What happens\nto our Warrants if the Extension Amendment Proposal is not approved?**\n\nIf\nthe Extension Amendment Proposal is not approved, and we do not consummate the Business Combination by June 20, 2026, there will be no\nredemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete our Business\nCombination within the Combination Period.\n\n**Will whether\nor how I vote on any of the Proposals affect my ability to exercise my redemption rights in the Extension Redemptions?**\n\nNo.\nYou may exercise your redemption rights in the Extension Redemptions whether or not you are a holder of Public Shares on the Record Date\n(entitling you to vote), so long as you are a holder at the time of your Election (and subsequent redemption payment). You can vote your\nPublic Shares however you would like, or not at all, on the Extension Amendment Proposal or any other Proposal. As a result, all of the\nProposals can be approved by shareholders who will redeem their Public Shares in the Extension Redemptions and no longer remain shareholders,\nleaving shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially less liquid trading\nmarket, fewer shareholders and potentially less cash.\n\nAdditionally,\nredemption payments for Elections in the Extension Redemptions will only be made if the Extension Amendment Proposal receives the requisite\nshareholder approval. If you do not redeem your Public Shares in the Extension Redemptions, you will retain your right to redeem your\nPublic Shares upon consummation of the Business Combination, subject to any limitations set forth in the Amended and Restated Charter.\n\n**Will whether\nor how I vote on any of the Proposals affect my ability to exercise my redemption rights in connection with the Business Combination?**\n\nUnless\nyou elect to redeem your Public Shares at this time in an Election in the Extension Redemptions, you will be able to vote on the Business\nCombination when it is submitted to shareholders if you are still a shareholder on the record date for a meeting to seek shareholder\napproval of the Business Combination. Whether or not you vote in connection with the Meeting, or you vote against any of the Proposals\nat the Meeting, you will retain your right to redeem your Public Shares upon consummation of the Business Combination in connection with\nthe shareholder vote to approve the Business Combination, subject to any limitations set forth in our Amended and Restated Charter.\n\n**How do I\nredeem my Public Shares in the Extension Redemptions?**\n\nIn connection with the Extension\nAmendment Proposal and contingent upon whether the Extension Amendment Proposal is effective, each of our Public Shareholders that made\nan Election may seek to redeem all or a portion of their Public Shares at a per-share price, payable in cash, equal to the aggregate amount\nthen on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of Public\nShares then in issue, subject to applicable law. If you choose not to make an Election in the Extension Redemptions, you will also be\nable to redeem your Public Shares in connection with any shareholder vote to approve a proposed Business Combination, or if we have not\nconsummated a Business Combination by the Extended Date, subject to any limitations set forth in our Amended and Restated Charter.\n\nIn order to exercise your\nredemption rights, you must, prior to 5:00 p.m. Eastern Time on June 12, 2026 (two business days before the Meeting) tender your shares\nphysically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental, our transfer agent,\nat the following address:\n\nContinental Stock\nTransfer & Trust Company\n\n1 State Street,\n30th Floor\n\nNew York, New York\n10004\n\nAttn: SPAC Redemption\nTeam\n\nE-mail: spacredemptions@continentalstock.com\n\n9\n\nPublic\nShareholders seeking to exercise their redemption rights in the Extension Redemptions and opting to deliver physical certificates should\nallot sufficient time to obtain physical certificates from Continental and time to effect delivery. It is our understanding that our\nshareholders should generally allot at least two weeks to obtain physical certificates from Continental. However, we do not have any\ncontrol over this process and it may take longer than two weeks. Shareholders who hold their shares in Street Name (as defined below\nunder the question entitled “*What is the difference between a Shareholder of Record and a Beneficial Owner of shares held in\nStreet Name?”*) will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered\nelectronically.\n\nIn\nthe event that a Public Shareholder tenders Public Shares and the Extension Amendment Proposal is not approved, these Public Shares will\nnot be redeemed and the physical certificates representing these Public Shares will be returned to the shareholder promptly following\nthe determination that the Extension Amendment Proposal will not be approved.\n\nOur\nPublic Shareholders seeking to exercise their redemption rights, whether they are Shareholders of Record (as defined below under the\nquestion entitled “*What is the difference between a Shareholder of Record and a Beneficial Owner of shares held in Street Name?”*)\nor hold their Public Shares in Street Name, are required to either tender their certificates to the transfer agent prior to the date\nset forth in this Proxy Statement, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system,\nat such shareholder’s option. **The requirement for physical or electronic delivery prior to the Meeting ensures that\na redeeming Public Shareholder’s Election to redeem in the Extension Redemptions is irrevocable once the Extension Amendment Proposal\nis approved**.\n\nThere\nis a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through\nthe DWAC system. Continental will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not\nto pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking\nto exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption\nrights, regardless of the timing of when such delivery must be effectuated.\n\n** **\n\n**I have changed\nmy mind and I no longer want to redeem my Public Shares in the Extension Redemptions after submitting an Election, how do I reverse the\nredemption process?**\n\nIn\nthe event that a Public Shareholder tenders its Public Shares and decides that it does not want to redeem its Public Shares in the Extension\nRedemptions, the shareholder may withdraw the tender at any time prior to the Meeting. If you delivered your Public Shares for redemption\nto Continental and decide prior to the vote at the Meeting not to redeem your Public Shares, you may request that Continental return\nthe Public Shares (physically or electronically). You may make such request by contacting Continental at the address listed above.\n\n**Information\nabout the Meeting**\n\n**Can I attend\nthe Meeting in person?**\n\nYes. The Meeting will be held at the offices of Ellenoff Grossman &\nSchole LLP, located at 1345 Avenue of the Americas, New York, New York 10105, at 10:00 a.m. Eastern Time, on June 16, 2026 and you will\nbe permitted to attend the Meeting in person. You will not be required to attend the Meeting in person in order to vote. You will be able\nto vote your shares by submitting a proxy card or online by visiting *www.cstproxyvote.com/.*\n\n**What constitutes\na Quorum at the Meeting?**\n\nA\nQuorum of shareholders is necessary to hold a valid meeting. The holders of at least one-third of the Ordinary Shares entitled to vote\nas of the Record Date at the Meeting must be present, in person (including those who voted online) or by proxy (or, in the case of a\nholder that is a corporation or other non-natural person, by its duly authorized representative or proxy), at the Meeting to constitute\na “**Quorum**” and in order to conduct business at the Meeting. As of the Record Date, 7,207,208 Ordinary Shares would\nbe required to achieve a Quorum at the Meeting.\n\nYour\nshares will be counted towards the Quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or\nother nominee) or if you vote online or physically attend the Meeting. Abstentions and Broker Non-Votes will be counted as present for\nthe purpose of determining a Quorum. Our Sponsor, and officers and directors collectively own 5,621,622 Class B Shares, or approximately\n26.0% of our total issued and outstanding Ordinary Shares, which will count towards this Quorum.\n\n10\n\n**Who can vote\nat the Meeting?**\n\nOnly\nholders of our Ordinary Shares at the close of business on the Record Date, May 11, 2026, are entitled to have their vote counted at\nthe Meeting and any adjournments or postponements thereof. On the Record Date, 16,000,000 Class A Ordinary Shares and 5,621,622 Class\nB Ordinary Shares were outstanding and entitled to vote.\n\n**How many\nvotes do I have?**\n\nEach\nClass A Ordinary Share and each Class B Ordinary Share is entitled to one vote on each matter that comes before the Meeting. See the\nsection of this Proxy Statement entitled “*Beneficial Ownership of Securities*” for information about the holdings of\nour Sponsor, directors and officers.\n\n**Is my vote\nkept confidential?**\n\nProxies,\nballots and voting tabulations identifying shareholders are kept confidential and will not be disclosed, except as may be necessary to\nmeet legal requirements.\n\n**How are votes\ncounted?**\n\nVotes\nwill be counted by the inspector of election appointed for the Meeting, who will separately count “FOR” and “AGAINST”\nvotes, “ABSTAIN” and Broker Non-Votes for each of the Proposals.\n\nThe\napproval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a\nmajority of not less than two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being\nentitled to do so, vote in person (including shareholders who vote online) or by proxy at the Meeting, or any adjournment thereof.\n\nThe\napproval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution under\nCayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in\nperson (including shareholders who vote online) or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote\non such matter.\n\nAt\nthe Meeting, only those votes that are actually cast, either “FOR” or “AGAINST,” the Extension Amendment Proposal,\nthe Auditor Ratification Proposal or the Adjournment Proposal, if presented, will be counted for the purposes of determining whether\neach of the Proposals is approved, and any Ordinary Shares that are not voted at the Meeting will have no effect on the outcome of such\nvotes. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a Quorum, will not count as votes\ncast and will have no effect on the outcome of the vote on any of the Proposals. See the question below entitled “*If my shares\nare held in Street Name, will my broker, bank or nominee automatically vote my shares for me*?” for more information about Broker\nNon-Votes.\n\n**What is the\ndifference between a Shareholder of Record and a Beneficial Owner of shares held in Street Name?**\n\n●\n**Shareholder of Record: Shares Registered in Your Name**.\nIf on the Record Date your shares were registered directly in your name with our transfer agent, Continental, then you are a “**Shareholder\nof Record**.”\n\n●\n**Beneficial Owner: Shares Registered in the Name of a Broker or\nBank**. If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization,\nthen you are the “**Beneficial Owner**” of shares held in “**Street Name**” and these proxy materials\nare being forwarded to you by that organization.\n\n11\n\n**How can I\nvote if I am a Shareholder of Record?**\n\nIf\nyou were a Shareholder of Record of Ordinary Shares on the Record Date, with respect to the Proposals:\n\n●\n**At the Meeting***.* You may vote at the Meeting.\n\n●\n**Online***. *You may vote by submitting a proxy for the Meeting. You may submit\nyour proxy online at *www.cstproxyvote.com/*, 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on June 15, 2026 (have\nyour proxy card in hand when you visit the website).\n\n●\n**By Mail***. *You may vote by proxy by completing, signing, dating and returning\nthe enclosed proxy card in the accompanying pre-addressed postage paid envelope. By signing the proxy card and returning it in the enclosed\nprepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Meeting in the\nmanner you indicate. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please\nsign and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions\non how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. Votes submitted by mail must be received prior\nto the start of the Meeting at 10:00 a.m. Eastern Time, on June 16, 2026.\n\nWhether\nor not you plan to attend the Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Meeting\nand vote if you have already voted by proxy.\n\n**How can I\nvote if I am a Beneficial Owner of shares held in Street Name?**\n\nIf\nyou were a Beneficial Owner of Ordinary Shares held in Street Name on the Record Date, with respect to the Proposals:\n\n●\n**At the Meeting**. If you wish to vote at the Meeting, you must\nobtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact\nthat organization for instructions regarding obtaining a legal proxy.\n\n●\n**By Mail**. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.\n\n●\n**Online**. You may vote by proxy by submitting your proxy by online (if this option is available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in Street Name and your bank, broker or other nominee offers those alternatives; availability and specific procedures vary. If your bank or brokerage firm does not offer online voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.\n\nYou\nare also invited to attend the Meeting. For more information on attending the Meeting, see the question above entitled “*Can\nI attend the Meeting in person?*”\n\n**If my shares\nare held in Street Name, will my broker, bank or nominee automatically vote my shares for me?**\n\nIf\nyour shares are held in Street Name by your bank, broker or nominee, your broker, bank, or nominee cannot vote your shares, unless you\nprovide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee.\nIf you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating\nthat it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “**Broker\nNon-Vote**.” Broker Non-Votes will be counted for the purposes of determining the existence of a Quorum. Your bank, broker or\nother nominee can vote your shares only if you provide instructions on how to vote on the Proposals. You should instruct your broker\nto vote your shares in accordance with directions you provide. You may also need to obtain a proxy form from the institution that holds\nyour shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. Broker Non-Votes\nwill have no effect on the outcome of any vote on any of the Proposals.\n\n12\n\n**May I change my proxy voting instructions\nafter I have voted or revoke my proxy after it is granted?**\n\nYes.\nYou may change your vote by:\n\n●\nentering a new vote online, if this voting option is available to you;\n\n●\nsending a later-dated, signed proxy card to Melar Acquisition Corp. I, 143 West 72nd Street, 4th Floor, New York, NY 10023, so that it is received by the Company prior to the Meeting; or\n\n●\nattending and voting during the Meeting.\n\nYou\nalso may revoke your proxy by sending a notice of revocation to our Chief Operating Officer, which must be received by our Chief Operating\nOfficer prior to the Meeting. Attending the Meeting will not cause your previously granted proxy to be revoked unless you specifically\nso request. However, if your shares are held in Street Name by your broker, bank or another nominee, you must contact your broker, bank\nor other nominee to confirm the procedures for changing your vote and/or revoking your proxy.\n\n**What is the\nproxy card?**\n\nThe\nproxy card enables you to appoint each of Gautam Ivatury, our Chief Executive\nOfficer and Director, and Eric Lifshitz, our Chief Operating Officer and Director, or failing them, the duly appointed chairman of the\nMeeting, as your representatives at the Meeting. By completing and returning the proxy card, you are authorizing Mr. Ivatury and Mr.\nLifshitz, or failing them, the duly appointed chairman of the Meeting, to vote your shares at the Meeting in accordance with your instructions\non the proxy card. This way, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting,\nit is strongly recommended that you complete and return your proxy card before the Meeting date in case your plans change.\n\n**What happens\nif I do not indicate how to vote my proxy?**\n\nIf\nyou sign your proxy card without providing further instructions, your Ordinary Shares will be voted “FOR” the Proposals,\nin accordance with the recommendations of our Board as described below. If the Meeting is adjourned, Mr. Ivatury and Mr. Lifshitz, or\nfailing them, the duly appointed chairman of the Meeting, can vote the shares on the new Meeting date as well, unless you have properly\nrevoked your proxy instructions, as described elsewhere herein.\n\n**Will my shares\nbe voted if I do not provide my proxy?**\n\nIf\nyou are a Shareholder of Record and hold your shares directly in your own name, they will not be voted if you do not provide a proxy.\n\nYour\nshares may be voted under certain circumstances if they are held in Street Name. See the question above entitled “*If my shares\nare held in Street Name, will my broker, bank or nominee automatically vote my shares for me?*” for more information.\n\n**If I am a\nUnit holder, can I exercise redemption rights with respect to my Units?**\n\nNo.\nHolders of outstanding Units must separate the underlying Public Shares prior to exercising redemption rights with respect to the Public\nShares.\n\nIf\nyou hold Units registered in your own name, you must deliver the certificate (physically or electronically) for such Units to Continental,\nour transfer agent, with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far\nenough in advance to permit the delivery of the Public Share certificates back to you so that you may then exercise your redemption rights\nupon the separation of the Units into Public Shares and Public Warrants. See the question above entitled “*How do I redeem my\nPublic Shares in the Extension Redemptions*?”\n\n13\n\n**What should\nI do if I receive more than one set of voting materials for the Meeting?**\n\nYou\nmay receive more than one set of voting materials for the Meeting, including multiple copies of this Proxy Statement and multiple proxy\ncards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate\nvoting instruction card for each brokerage account in which you hold shares. If you are a Shareholder of Record and your shares are registered\nin more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction\ncard that you receive in order to cast your vote with respect to all of your Ordinary Shares.\n\n**Where do\nI find the voting results of the Meeting?**\n\nWe\nwill announce preliminary voting results at the Meeting. The final voting results will be tallied by the inspector of election and published\nin a Current Report on Form 8-K, which we are required to file with the SEC within four business days following the Meeting.\n\n**What other\nbusiness may be conducted at Meeting?**\n\nThe\nMeeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Auditor Ratification Proposal\nand the Adjournment Proposal, if presented. Under the Amended and Restated Charter, other than procedural matters incident to the conduct\nof the Meeting, no other matters may be considered at the Meeting if they are not included in this Proxy Statement, which serves as the\nnotice of the Meeting.\n\n**Who will\nsolicit and pay the cost of soliciting proxies for the Meeting?**\n\nWe\nwill pay for the entire cost of soliciting proxies for the Meeting from our working capital. We have engaged the Solicitation Agent to\nassist in the solicitation of proxies for the Meeting. We have agreed to pay the Solicitation Agent approximately $8,500 in connection\nwith such services for the Meeting. We will also reimburse the Solicitation Agent for reasonable out-of-pocket expenses and will indemnify\nthe Solicitation Agent and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed\nproxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These\nparties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents\nfor the cost of forwarding proxy materials to Beneficial Owners. While the payment of these expenses will reduce the cash available to\nus to consummate a Business Combination, we do not expect such payments to have a material effect on our ability to consummate a Business\nCombination.\n\n**What do I\nneed to do now?**\n\nYou are urged to read carefully\nand consider the information contained in this Proxy Statement, including Annex A, and to consider how each of the Proposals\nwill affect you as a shareholder. You should then submit your proxy instructions as soon as possible in accordance with the instructions\nprovided in this Proxy Statement and on the enclosed proxy card or, if you hold your shares in Street Name through a brokerage firm, bank\nor other nominee, on the voting instruction form provided by the broker, bank or nominee.\n\n14\n\n**Who can help\nanswer my questions?**\n\nIf\nyou have questions about the Proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card, you should\ncontact the Solicitation Agent at:\n\nAdvantage Proxy,\nInc.\n\nP.O. Box 10904\n\nYakima, WA 98909\n\nAttn: Karen Smith\n\nToll Free Telephone:\n(877) 870-8565\n\nMain Telephone:\n(206) 870-8565\n\nE-mail: ksmith@advantageproxy.com\n\nYou\nmay also contact us at:\n\nMelar Acquisition\nCorp. I\n\n143 West 72nd Street,\n4th Floor\n\nNew York, NY 10023\n\nAttn: Gautam Ivatury\n\nTelephone No.: (702)\n781-1120\n\nTo obtain timely delivery, shareholders must request the materials\nno later than June 9, 2026. You may also obtain additional information about us from documents filed with the SEC by following the instructions\nin the section of this Proxy Statement entitled “*Where You Can Find More Information*.”\n\nIf you intend to seek redemption\nof your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically)\nto Continental on or before 5:00 p.m., Eastern Time, on June 12, 2026 (two business days before the Meeting) in accordance with the\nprocedures detailed under the question of this section of the Proxy Statement entitled “*How do I redeem my Public Shares in the\nExtension Redemptions?*” If you have questions regarding the certification of your position or delivery of your Public Shares,\nplease contact the transfer agent:\n\nContinental Stock\nTransfer & Trust Company\n\n1 State Street,\n30th Floor\n\nNew York, New York\n10004\n\nAttn: SPAC Redemption\nTeam\n\nE-mail: spacredemptions@continentalstock.com\n\n15\n\n** **\n\n**RISK FACTORS**\n\n*You\nshould consider carefully all of the risks described in the section entitled “Risk Factors” contained in our (i) IPO Prospectus,\n(ii) our 2025 Annual Report and (iii) other reports we file with the SEC, before making a decision to invest in our securities.\nFurthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely\naffected, or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part\nof your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional\nrisks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that\nadversely affect our business, financial condition and operating results or result in our liquidation. We may disclose changes to such\nrisk factors or disclose additional risk factors from time to time in our future filings with the SEC.*\n\n* *\n\n*For\nrisks related to Everli and the Everli Business Combination, please see the Registration Statement on Form S-4, which will include a\nproxy statement/prospectus, to be filed by Pubco and Everli with the SEC in connection with the Everli Business Combination (the “**Everli\nRegistration Statement**”).*\n\n**There are\nno assurances that the Extension will enable us to complete a Business Combination.**\n\nApproving\nthe Extension involves a number of risks. Even if the Extension Amendment Proposal is approved, we can provide no assurances that the\nBusiness Combination will be consummated prior to the Extended Date. Our ability to consummate any Business Combination is dependent\non a variety of factors, many of which are beyond our control. If the Extension Amendment Proposal is approved, we expect to seek shareholder\napproval of the Business Combination. We are required to offer shareholders the opportunity to redeem their Public Shares in connection\nwith the Extension Amendment, and we will be required to offer shareholders redemption rights again in connection with any shareholder\nvote to approve the Business Combination. Even if the Extension Amendment Proposal or the Business Combination are approved by our shareholders,\nit is possible that redemptions will leave us with insufficient cash to consummate a Business Combination on commercially acceptable\nterms, or at all. The fact that we will have separate redemption periods in connection with the Extension Amendment and the Business\nCombination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may\nbe unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile,\nand there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.\n\n**If our initial\nBusiness Combination involves a company organized in the United States, it is possible that a 1% U.S. federal excise tax will be imposed\non us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination.**\n\nOn\nAugust 16, 2022, the Inflation Reduction Act of 2022 became law in the United States, which, among other things, imposes a 1% excise\ntax (the “**Excise Tax**”) on the fair market value of certain repurchases (including certain redemptions) of stock by\npublicly traded domestic (i.e., United States) corporations (and certain non-U.S. corporations treated as “surrogate foreign corporations”).\nThe Excise Tax applies to stock repurchases occurring in 2023 and beyond. The amount of the Excise Tax is generally 1% of the fair market\nvalue of the shares of stock repurchased at the time of the repurchase. The U.S. Department of the Treasury (the “**Treasury Department**”)\nhas issued final regulations providing guidance with respect to the Excise Tax. Under the regulations, liquidating distributions made\nby publicly traded domestic corporations are exempt from the Excise Tax. In addition, any redemptions that occur in the same taxable\nyear as a liquidation is completed will also be exempt from such tax.\n\nAs\nan entity incorporated as a Cayman Islands exempted company, the Excise Tax is not expected to apply to redemptions of our Class A Ordinary\nShares, including the Extension Redemptions (absent any further regulations and other additional guidance that may be issued in the future\nwith retroactive effect).\n\n16\n\nHowever,\nin connection with an initial Business Combination involving a company organized under the laws of the United States, it is possible\nthat we domesticate and continue as a United States corporation prior to certain redemptions and it is possible that we will be subject\nto the Excise Tax with respect to any subsequent redemptions, including redemptions in connection with the initial Business Combination,\nthat are treated as repurchases for this purpose (other than, pursuant to the regulations, redemptions in complete liquidation of the\ncompany). In all cases, the extent of the Excise Tax that may be incurred will depend on a number of factors, including the fair market\nvalue of our stock redeemed, the extent such redemptions could be treated as dividends and not repurchases, and the content of any additional\nregulations and other additional guidance from the Treasury Department that may be issued and applicable to the redemptions. Issuances\nof stock by a repurchasing corporation in a year in which such corporation repurchases stock may reduce the amount of Excise Tax imposed\nwith respect to such repurchase. The Excise Tax is imposed on the repurchasing corporation itself, not the shareholders from which stock\nis repurchased. The imposition of the Excise Tax as a result of redemptions in connection with the initial Business Combination could,\nhowever, reduce the amount of cash available to pay redemptions or reduce the cash contribution to the target business in connection\nwith our initial Business Combination, which could cause the other shareholders of the combined company to economically bear the impact\nof such Excise Tax.\n\n** **\n\n**Changes in\nlaws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to\nnegotiate and complete our initial Business Combination, and results of operations.**\n\nWe\nare subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with\ncertain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations\nmay be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from\ntime to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition,\na failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business,\nincluding our ability to negotiate and complete our initial Business Combination, and results of operations.\n\nOn\nJanuary 24, 2024, the SEC adopted the 2024 SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC Business\nCombination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their\naffiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures regarding projections\nincluded in SEC filings in connection with proposed Business Combination transactions; and (iv) the requirement that both the SPAC\nand its target company be co-registrants for Business Combination registration statements.\n\nIn\naddition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation\nunder the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its\nmanagement team in furtherance of such goals.\n\nCompliance\nwith the 2024 SPAC Rules and related guidance may (i) increase the costs of and the time needed to negotiate and complete an initial\nBusiness Combination and (ii) constrain the circumstances under which we could affect our ability to complete an initial Business Combination.\n\n**If we are\ndeemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements\nand our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.**\n\nThe\nSEC’s adopting release with respect to the 2024 SPAC Rules provided guidance relating to the potential status of SPACs as investment\ncompanies subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company\nis dependent on specific facts and circumstances and we can give no assurance that a claim will not be made that we have been operating\nas an unregistered investment company.\n\nIf\nwe are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including (i) restrictions\non the nature of our investments; and (ii) restrictions on the issuance of securities, each of which may make it difficult for us to\ncomplete our initial Business Combination.\n\nIn\naddition, we may have imposed upon us burdensome requirements, including: (i) registration as an investment company; (ii) adoption of\na specific form of corporate structure; and (iii) reporting, record keeping, voting, proxy and disclosure requirements and other rules\nand regulations.\n\nIn\norder not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must\nensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities\ndo not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our\ntotal assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are mindful of the SEC’s investment\ncompany definition and guidance and intend to complete an initial Business Combination with an operating business, and not with an investment\ncompany, or to acquire minority interests in other businesses exceeding the permitted threshold.\n\n17\n\nWe\ndo not believe that our business activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust\nAccount are held in cash or in an interest bearing demand deposit account.\n\nPursuant\nto the Trust Agreement, Continental is not permitted to invest in securities or assets other than as described above. By restricting\nthe investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the\nlong term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intended to avoid\nbeing deemed an “investment company” within the meaning of the Investment Company Act. Our IPO was not intended for persons\nwho were seeking a return on investments in government securities or investment securities. The Trust Account is intended solely as a\ntemporary depository for funds pending the earliest to occur of: (i) the completion of our initial Business Combination; (ii) the redemption\nof any Public Shares properly submitted in connection with a shareholder vote to amend our Amended and Restated Charter (x) in a manner\nthat would affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial Business\nCombination within the Combination Period; or (y) with respect to any other provision relating to the rights of holders of our Class\nA Ordinary Shares or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within the Combination\nPeriod, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares.\n\nWe are aware of litigation\nclaiming that certain SPACs should be considered investment companies. Although we believe that these claims are without merit, we cannot\nguarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were deemed to\nbe subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which\nwe have not allotted funds and may hinder our ability to complete an initial Business Combination or may result in our liquidation. If\nwe are unable to complete our initial Business Combination, our Public Shareholders may receive only approximately $10.852 per Public\nShare (as of May 14, 2026 and before taking into account the removal of the accrued interest in the Trust Account to pay our taxes)\nupon the liquidation of our Trust Account and our Warrants will expire worthless.\n\n**We may not\nbe able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the target\ncompany may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.**\n\nCertain\nacquisitions or Business Combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign\nlaws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond\nthe period of time that would permit an initial Business Combination to be consummated with us, we may not be able to consummate a Business\nCombination with such target. In addition, regulatory considerations may decrease the pool of potential target companies we may be willing\nor able to consider.\n\nAmong\nother things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than\na specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S.\nlaw currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require\ncertain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect\nnational security are subject to review by the Committee on Foreign Investment in the United States (“**CFIUS**”). CFIUS\nis an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons\nin order to determine the effect of such transactions on the national security of the United States. Our Sponsor, a limited liability\ncompany formed in the state of Delaware, is not controlled by, and does not have substantial ties with, any non-U.S. persons. Everli\nis a Nevada corporation with business operations in Italy.\n\nOutside\nthe United States, laws or regulations may affect our ability to consummate a Business Combination with potential target companies incorporated\nor having business operations in jurisdictions where national security considerations, involvement in regulated industries (including\ntelecommunications), or in businesses where a country’s culture or heritage may be implicated.\n\nU.S.\nand foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval\nof a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able\nto consummate a transaction with that potential target.\n\nAs a result of these various\nrestrictions, the pool of potential targets with which we could complete an initial Business Combination may be limited and we may be\nadversely affected in terms of competing with other SPACs that do not have similar ownership issues. Moreover, the process of government\nreview, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial Business Combination,\nour failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our Public\nShareholders may only receive approximately $10.852 per Public Share (as of May 14, 2026 and before taking into account the removal of\nthe accrued interest in the Trust Account to pay our taxes, and up to $100,000 for dissolution expenses), and our Warrants will expire\nworthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future\ngains on your investment through any price appreciation in the combined company.\n\n18\n\n**BACKGROUND**\n\nWe are a blank check company\nincorporated as a Cayman Islands exempted company on March 11, 2024, for the purpose of effecting a Business Combination.\n\nThere are currently 16,000,000 Class\nA Ordinary Shares and 5,621,622 Class B Ordinary Shares issued and outstanding.\nIn addition, we issued (i) Public Warrants to purchase 8,000,000 Class A Common Stock as part of our IPO and (ii) 5,000,000 Private Placement\nWarrants as part of the Private Placement and in connection with the IPO underwriter’s full exercise of its over-allotment option.\nEach whole Warrant entitles its holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Warrants\nwill become exercisable 30 days after the completion of our initial Business Combination and expire five years after the completion of\nour initial Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, we may redeem the outstanding\nWarrants at a price of $0.01 per Warrant, if the last sale price of the Class A Ordinary Shares equals or exceeds $18.00 per share for\nany 20 trading days within a 30 trading day period ending on the third business day before we send the notice of redemption to the warrant\nholders. The Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsor or their permitted transferees.\n\nConcurrently\nwith the closing of the Private Placement, nine institutional anchor investors that\nare not affiliated with us (the “**Institutional Anchor Investors**”) purchased Units in the IPO. The Institutional\nAnchor Investors also (i) paid the Sponsor $1,500,000 for the transfer of an aggregate of 1,500,000\nPrivate Placement Warrants, which transfer will take place upon the closing of the initial Business Combination and (ii) purchased\na portion of the equity interests of the Sponsor representing 1,200,000 Founder Shares at the original purchase price.\n\nAs of May 14, 2026, approximately\n$173.6 million from our IPO and the Private Placement is being held in our Trust Account in the United States maintained by Continental,\nacting as trustee. The proceeds held in the Trust Account are held in cash or in an interest bearing demand deposit account.\n\nIn order to finance transaction\ncosts in connection with an intended initial Business Combination, the Sponsor committed, in the form of the 2026 Promissory Note, up\nto $3,611,111, including an original issue discount of ten percent (10%), to us to fund Everli prior to our initial Business Combination.\nAs of March 31, 2026, we had borrowed $3,178,079 under the 2026 Promissory Note and reported $3,870,642 (including interest), on our unaudited\ncondensed consolidated balance sheets for the quarter ended March 31, 2026.\n\n**Everli Business Combination**\n\nOn\nJuly 30, 2025, we entered into the Everli Merger Agreement with (i) Everli, (ii) Merger Sub, (iii) the Sponsor, and (iv) the Escrowed\nSeller. On October 2, 2025, the parties to the Everli Merger Agreement entered into the first amendment to the Everli Merger Agreement,\npursuant to which, the deadline for Everli to procure at least $10,000,000 in Bridge Financing (as defined in the Everli Merger Agreement),\nthe failure of which entitles Everli to terminate the Everli Merger Agreement, was extended from September 30, 2025 to October 21, 2025.\nOn December 8, 2025, the parties to the Everli Merger Agreement entered into the second amendment to the Everli Merger Agreement, pursuant\nto which the parties thereto extended the GAAP Audit Delivery Date (as defined in the Everli Merger Agreement) from November 30, 2025\nto January 16, 2026. We have waived the right to receive the GAAP Audited Everli Financials (as defined in the Everli Merger Agreement)\nby the GAAP Audit Delivery Date, provided that such deliverables are received by January 31, 2026. Such deliverables were received by\nJanuary 31, 2026.\n\nPursuant\nto the Everli Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the closing of the Everli Business\nCombination (the “**Closing**”), we will continue out of the Cayman Islands and into the State of Nevada and domesticate\nas a Nevada corporation, and (ii) at the Closing, Merger Sub will merge with and into Everli, with Everli continuing as the surviving\nentity and wholly-owned subsidiary of our Company, and with each Everli shareholder receiving shares of our Common Stock (as defined in\nthe Everli Merger Agreement) at the Closing, as further described below.\n\nThe\nEverli Merger Agreement provides that the total consideration received by the Everli security holders from us at the Closing will be a\nnumber of shares of our Common Stock with an aggregate value equal to the sum of (i) One Hundred and Eighty Million Dollars ($180,000,000)\nplus (ii) the gross proceeds of the Bridge Financing, if any, that has converted into Everli common stock, plus (iii) the Everli Equity\nInvestment (as defined in the Everli Merger Agreement), if any, with each share of our Common Stock valued at $10.00.\n\nFor\nmore information about the Everli Business Combination, see the Everli Business Combination Form 8-Ks.\n\n**You are not being asked\nto vote on the Business Combination at this time. If the Extension Amendment Proposal is approved, and you do not elect to redeem your\nPublic Shares in the Extension Redemptions, provided that you are a shareholder on the Record Date for a meeting to consider the Business\nCombination, you will retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem\nyour Public Shares for cash in the event the Business Combination is approved and completed or we have not consummated a Business Combination\nby the Extended Date.**\n\n** **\n\n19\n\n** **\n\n**THE MEETING**\n\nThis Proxy Statement is being\nprovided to our shareholders as part of a solicitation of proxies by the Board for use at the Meeting. This Proxy Statement contains important\ninformation regarding the Meeting, the Proposals on which you are being asked to vote and information you may find useful in determining\nhow to vote and voting procedures.\n\nThis Proxy Statement is being\nfirst mailed on or about May 18, 2026 to all Shareholders of Record as of May 11, 2026, the Record Date for the Meeting. Shareholders\nof Record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at\nthe Meeting.\n\n**Date, Time and Place of the Meeting**\n\nThe Meeting will be held on\nJune 16, 2026, at 10:00 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas,\n11th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting\nmay be adjourned.\n\n**Attending the Meeting**\n\nOnly shareholders who own\nOrdinary Shares as of the close of business on the Record Date will be entitled to attend the Meeting. If you are such a shareholder,\nyou will be permitted to attend the Meeting in person at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas,\nNew York, New York 10105.\n\nYou will not be required to\nattend the Meeting in person in order to vote. You will be able to vote your shares by submitting a proxy card or online at *www.cstproxyvote.com/*,\nor in accordance with the voting instructions provided throughout this Proxy Statement.\n\n**Voting Power; Record Date**\n\nAs our shareholder, you have\na right to vote on certain matters affecting our Company. The Proposals to be presented at the Meeting and upon which you are being asked\nto vote are summarized below and fully set forth in this Proxy Statement. You will be entitled to vote or direct votes to be cast at the\nMeeting if you owned Ordinary Shares at the close of business on May 11, 2026, which is the Record Date for the Meeting. You are entitled\nto one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in Street Name\nor are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares\nyou beneficially own are properly counted. On the Record Date, there were 21,621,622 Ordinary Shares issued and outstanding, consisting\nof (i) 16,000,000 Class A Ordinary Shares and (ii) 5,621,622 Class B Ordinary Shares held by our Sponsor.\n\n**Quorum**\n\nA Quorum of shareholders is\nnecessary to hold a valid meeting. The holders of at least one-third of the Ordinary Shares entitled to vote as of the Record Date at\nthe Meeting must be present, in person (including those who voted online) or represented by proxy (or, in the case of a holder which is\na corporation or other non-natural person, by its duly authorized representative or proxy), at the Meeting to constitute a Quorum and\nin order to conduct business at the Meeting. Your shares will be counted towards the Quorum only if you submit a valid proxy (or one is\nsubmitted on your behalf by your broker, bank or other nominee) or if you vote online or physically attend the Meeting. Abstentions and\nBroker Non-Votes will be counted towards the Quorum requirement. In the absence of a Quorum, the chairman of the Meeting has the power\nto adjourn the Meeting. As of the Record Date, 7,207,208 Ordinary Shares would be required to achieve a Quorum at the Meeting. If a Quorum\nis not present within half an hour from the start of the Meeting, the Meeting shall stand adjourned to the same day in the next week at\nthe same time and/or place or to such other day, time and/or place as the Board may determine, and if at the adjourned meeting a Quorum\nis not present within half an hour from the time appointed for the meeting to commence, the shareholders present, in person (including\nthose who voted online) or represented by proxy, shall constitute a Quorum.\n\n20\n\n**The Proposals at the Meeting**\n\nAt the Meeting, our shareholders\nwill consider and vote on the following Proposals:\n\n1.\n**Proposal One — Extension Amendment Proposal **— To approve, by way of special resolution, an amendment to our Amended and Restated Charter, as provided in the resolutions set forth in Annex A hereto, to give the Board the right to extend the date by which we must consummate a Business Combination on a monthly basis, up to six (6) times, from June 20, 2026 through December 20, 2026 (or such earlier date as determined by the Board);\n\n2.\n**Proposal Two — Auditor Ratification Proposal** — To ratify, by way of ordinary resolution, the selection by the Audit Committee of Withum to serve as our independent registered public accounting firm for the year ending December 31, 2026; and\n\n3.\n**Proposal Three — Adjournment Proposal **— To adjourn, by way of ordinary resolution, the Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing Proposals.\n\n**Required Vote for the Proposals for the Meeting**\n\nThe approval of the Extension\nAmendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds\n(2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person (including\nshareholders who vote online) or by proxy at the Meeting, or any adjournment thereof.\n\nThe approval of each of the\nAuditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution under Cayman Islands law, being\nthe affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person (including shareholders\nwho vote online) or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter.\n\nAt the Meeting, only those\nvotes that are actually cast, either “FOR” or “AGAINST,” the Extension Amendment Proposal, the Auditor Ratification\nProposal or the Adjournment Proposal, if presented, will be counted for the purposes of determining whether each of the Proposals is approved,\nand any Ordinary Shares that are not voted at the Meeting will have no effect on the outcome of such votes. Abstentions and Broker Non-Votes,\nwhile considered present for the purposes of establishing a Quorum, will not count as votes cast and will have no effect on the outcome\nof the vote on any of the Proposals. See the section of this Proxy Statement entitled “*Questions and Answers About the Meeting*”\nfor more information about Broker Non-Votes.\n\n**Voting Your Shares**\n\n**Shareholders of Record**\n\nIf you are a Shareholder of\nRecord, each Ordinary Share that you own in your name entitles you to one vote on each of the Proposals. Your one or more proxy cards\nshow the number of Ordinary Shares that you own. If you are a Shareholder of Record:\n\n●\n**At the Meeting**. You may vote at the Meeting.\n\n●\n**Online**. You may vote by submitting a proxy for the Meeting. You may submit\nyour proxy online at *www.cstproxyvote.com/*, 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on June 15,\n2026 (have your proxy card in hand when you visit the website).\n\n●\n**By Mail**. You may vote by proxy by completing, signing, dating and returning\nthe enclosed proxy card in the accompanying pre-addressed postage paid envelope. By signing the proxy card and returning it in the enclosed\nprepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Meeting in the\nmanner you indicate. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please\nsign and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions\non how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. Votes submitted by mail must be received prior\nto the start of the Meeting at 10:00 a.m. Eastern Time, on June 16, 2026.\n\n21\n\nWhether or not you plan to\nattend the Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Meeting and vote if you have\nalready voted by proxy.\n\n** **\n\n**Beneficial Owners**\n\nIf you are a Beneficial Owner\nand your shares are held in Street Name, then your Ordinary Shares are registered in the name of your broker, bank or other agent. If\nyou are a Beneficial Owner, you should have received a proxy card and voting instructions with these proxy materials from that organization\nrather than directly from us. If you are a Beneficial Owner of shares held in Street Name:\n\n●\n**At the Meeting**. If you wish to vote at the Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.\n\n●\n**By Mail**. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.\n\n●\n**Online**. You may vote by proxy by submitting your proxy online, if this option is available to you, in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in Street Name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary. If your bank or brokerage firm does not offer online voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.\n\n**Changing Your Vote and Revoking Your Proxy**\n\nYou may change your vote by:\n\n●\nentering a new vote online, if this voting option is available to you;\n\n●\nsending a later-dated, signed proxy card to Melar Acquisition Corp. I, 143 West 72nd Street, 4th Floor, New York, NY 10023, so that it is received by the Company prior to the Meeting; or\n\n●\nattending and voting during the Meeting.\n\nYou also may revoke your proxy\nby sending a notice of revocation to our Chief Operating Officer, which must be received by our Chief Operating Officer prior to the Meeting.\nAttending the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. However, if your\nshares are held in Street Name by your broker, bank or another nominee, you must contact your broker, bank or other nominee to confirm\nthe procedures for changing your vote and/or revoking your proxy.\n\n**No Additional Matters**\n\nThe Meeting has been called\nonly to consider and vote on the approval of the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal,\nif presented. Under the Amended and Restated Charter, other than procedural matters incident to the conduct of the Meeting, no other matters\nmay be considered at the Meeting if they are not included in this Proxy Statement, which serves as the notice of the Meeting.\n\n22\n\n**Redemption Rights**\n\nIf the Extension Amendment\nProposal is effective, Public Shareholders may seek to redeem their Public Shares at a per-share price, payable in cash, equal to the\naggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the\nnumber of Public Shares then in issue, subject to applicable law, in the Extension Redemptions. As of May 14, 2026, based on funds in\nthe Trust Account of approximately $173.6 million as of such date, the pro rata portion of the funds available in the Trust Account for\nthe redemption of Public Shares was approximately $10.852 per Public Share (before taking into account the removal of the accrued interest\nin the Trust Account to pay our taxes). If you do not elect to redeem your Public Shares in the Extension Redemptions, you will retain\nthe right to redeem your Public Shares in connection with any shareholder vote to approve a proposed Business Combination, or if we have\nnot consummated a Business Combination, by the Extended Date. See the section of this Proxy Statement entitled “*Proposal One\n— The Extension Amendment Proposal — Redemption Rights*.”\n\n**Appraisal Rights**\n\nThere are no appraisal rights\navailable to our shareholders in connection with any of the Proposals.\n\n**Proxies; Board Solicitation; Proxy Solicitor**\n\nYour proxy is being solicited\nby the Board on the Proposals being presented to shareholders at the Meeting. We have engaged the Solicitation Agent to assist in the\nsolicitation of proxies for the Meeting and have agreed to (i) pay the Solicitation Agent’s customary fees, plus disbursements,\nand (ii) indemnify the Solicitation Agent against certain damages, expenses, liabilities or claims relating to its services as our proxy\nsolicitor. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or\nby other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse\nbrokerage firms, banks and other agents for the cost of forwarding proxy materials to Beneficial Owners. While the payment of these expenses\nwill reduce the cash available to us to consummate an initial Business Combination if the Extension Amendment Proposal is approved, we\ndo not expect such payments to have a material effect on our ability to consummate an initial Business Combination. We will bear the entire\ncost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this Proxy Statement and the\nrelated proxy materials.\n\nIf you have any question on\nthe above, please contact the Solicitation Agent at:\n\nAdvantage Proxy, Inc.\n\nP.O. Box 10904\n\nYakima, WA 98909\n\nAttn: Karen Smith\n\nToll Free Telephone: (877) 870-8565\n\nMain Telephone: (206) 870-8565\n\nE-mail: ksmith@advantageproxy.com\n\n** **\n\n**Interests of the Sponsor, Directors and Officers**\n\nWhen you consider the recommendation\nof the Board, you should be aware that aside from their interests as shareholders, the Sponsor, certain members of the Board and officers\nof our Company have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of\nand considered these interests, among other matters, in recommending you approve the Proposals. You should take these interests into account\nin deciding whether to approve the Proposals:\n\n●\nthe fact that the Sponsor holds (i) 5,621,622 Class B Ordinary Shares (purchased for a nominal price) and (ii) 3,500,000 Private Placement Warrants (purchased for $1.00 per Private Placement Warrant), all of which would expire worthless if the Business Combination is not consummated;\n\n●\nthe fact that the Sponsor holds the 2026 Promissory Note in the principal\namount of up to $3,611,111, including an original issue discount of ten percent (10%). As of March 31, 2026, we had borrowed $3,178,079\nunder the 2026 Promissory Note and reported $3,870,642 (including interest), on our unaudited condensed consolidated balance sheets for\nthe quarter ended March 31, 2026, which is unlikely to be repaid if the Everli Business Combination is not consummated;\n\n23\n\n●\nthe fact that the Sponsor and our directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve the Everli Business Combination;\n\n●\nthe fact that we are obligated to pay Melar Capital Group LLC, an affiliate of our Sponsor, up to $10,000 per month for office space, administrative and support service, and upon completion of our initial Business Combination or our liquidation, we will cease being obligated to pay these monthly fees;\n\n●\nthe fact that, unless we consummate the initial Business Combination, the\nSponsor will not receive reimbursement for any out-of-pocket expenses incurred by it on our behalf (all of such expenses that were incurred\nas of May 14, 2026 have been reimbursed) related to identifying and investigating an initial Business Combination to the extent that such\nexpenses exceed the amount of available proceeds not deposited in the Trust Account;\n\n●\nthe fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial Business Combination within the Combination Period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have discussed entering into a transaction agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and\n\n●\nthe fact that none of our officers or directors has received any cash compensation for services rendered to us, and all of the current members of our Board are expected to continue to serve as directors at least through the date of the meeting to vote on the Everli Business Combination and may even continue to serve following the Everli Business Combination and receive compensation thereafter.\n\nAdditionally, if the Extension\nAmendment Proposal is approved, and we consummate the Business Combination, the officers and directors may have additional interests.\nSuch interests will be described in the proxy statement/prospectus for such transaction.\n\n**Recommendation of the Board**\n\n**After careful consideration,\nthe Board determined unanimously that each of the Proposals is fair to and in the best interests of our Company. The Board has approved\nand declared advisable and unanimously recommends that you vote or give instructions to vote “FOR” each of the Proposals.\nNo recommendation is being made as to whether you should elect to redeem your Public Shares.**\n\n** **\n\n24\n\n** **\n\n**PROPOSAL ONE — THE EXTENSION AMENDMENT\nPROPOSAL**\n\n**Overview**\n\nWe are proposing to amend\nour Amended and Restated Charter to give the Board the right to extend the date by which we have to consummate a Business Combination\nbeyond June 20, 2026. The Extension Amendment Proposal is required to proceed with the Board’s plan to allow us more time to complete\nthe Business Combination. A copy of the proposed Extension Amendment is provided in the first resolution in Annex A attached\nto this Proxy Statement.\n\n**Reasons for the Extension Amendment and Extension\nAmendment Proposal**\n\nAs discussed below, after\ncareful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the best interests of our Company.\nThe Amended and Restated Charter provides that we have until June 20, 2026 to complete an initial Business Combination. Because we continue\nto believe that a Business Combination would be in the best interests of our Company and because we believe we will not be able to conclude\nthe Everli Business Combination within the permitted time period, the Board has determined we need the Extension Amendment to allow us\nmore time to complete the Everli Business Combination.\n\nThe IPO Prospectus and Amended\nand Restated Charter provides that a special resolution of our shareholders is required to alter or add to the Amended and Restated Charter.\nAdditionally, our IPO Prospectus and Amended and Restated Charter provides for all Public Shareholders other than the Sponsor, our officers\nor directors, and the holders of the Founder Shares prior to the IPO to have an opportunity to redeem their Public Shares upon the effectiveness\nof any amendment is made to our Amended and Restated Charter not for the purposes of approving, or in conjunction with the consummation\nof, a business combination to modify the substance or timing of our obligation to (i) allow redemption in connection with a Business Combination\nor (ii) redeem 100% of the Public Shares if we do not consummate a Business Combination within the Combination Period or (iii) with respect\nto any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial business combination activity.\nBecause we continue to believe that a Business Combination would be in the best interests of our Company, and because we believe we will\nnot be able to conclude the Everli Business Combination within the Combination Period, the Board has determined to seek shareholder approval\nto extend the date by which we have to complete a Business Combination beyond June 20, 2026 to the Extended Date. We intend to hold another\nshareholder meeting prior to the Extended Date in order to seek shareholder approval of the Everli Business Combination.\n\nWe believe that the foregoing\nAmended and Restated Charter provision was included to protect our shareholders from having to sustain their investments for an unreasonably\nlong period if we failed to find a suitable Business Combination in the timeframe contemplated by the Amended and Restated Charter.\n\nWe are not asking you to vote\non the Business Combination at this time. If the Extension Amendment Proposal is approved, and you do not elect to redeem your Public\nShares in the Extension Redemptions, you will retain the right to vote on the Business Combination in the future and the right to redeem\nyour Public Shares at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,\ncalculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account\n(which interest shall be net of taxes payable), divided by the number of then issued Public Shares, subject to applicable law, in the\nevent the Business Combination is approved and completed or at a per-share price, payable in cash, equal to the aggregate amount then\non deposit in the Trust Account, including interest earned on the Trust Account (which interest shall be net of taxes payable, and up\nto US$100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, subject to applicable law\nif we have not consummated another Business Combination by the Extended Date.\n\nAfter careful consideration\nof all relevant factors, our Board has approved and declared advisable the adoption of the Extension Amendment Proposal and recommends\nthat you vote “FOR” such proposal.\n\n25\n\n**If the Extension Amendment Proposal is Approved**\n\nUpon approval of the Extension\nAmendment Proposal by the affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of Ordinary\nShares, voting as a single class, who, being entitled to do so, vote in person (including shareholders who vote online) or by proxy at\nthe Meeting, or any adjournment thereof, (i) the Extension Amendment will be effective and (ii) we will file the Extension Amendment as\nprovided in the resolutions set forth in Annex A hereto, with the Cayman Islands Registrar of Companies. We will remain\na reporting company under the Exchange Act and our Units, Public Shares and Public Warrants will remain publicly traded. We will then\ncontinue to work to consummate the Everli Business Combination by the Extended Date.\n\nIf the Extension Amendment\nProposal is approved, and one or more of our shareholders elect to redeem their Public Shares pursuant to the Extension Redemptions, we\nwill remove from the Trust Account and deliver to the holders of such redeemed Public Shares the Withdrawal Amount, and retain the remainder\nof the funds in the Trust Account for our use in connection with consummating the Business Combination on or before the Extended Date.\nAny such redeemed Public Shares will increase the percentage interest of our Founder Shares held by the Sponsor and our directors and\nour officers as a result of their ownership of Founder Shares.\n\nIf the Extension Amendment\nProposal is approved, the removal from the Trust Account of the Withdrawal Amount will reduce our net asset value. We cannot predict the\namount that will remain in the Trust Account following the Extension Redemptions if the Extension Amendment Proposal is approved; the\namount remaining in the Trust Account may be only a small fraction of the approximately $173.6 million that was in the Trust Account as\nof May 14, 2026.\n\nIf the Extension Amendment\nProposal is approved, our Board will have the right, without any further action by our shareholders, to decide to liquidate our Company\nat any time prior to December 20, 2026.\n\nIf the Extension Amendment\nProposal is approved and the Board decides to implement the Extension, the Sponsor or its designees, which may include Everli, have agreed to the Loans of (i) the\nlesser of (x) $40,000 or (y) $0.02 for each Public Share that is not redeemed plus (ii) if the Business Combination is not consummated\nby July 20, 2026, the Monthly Amount for each calendar month (commencing on July 21, 2026 and ending on the 21st day of each subsequent\nmonth), or portion thereof, that is needed by the Company to complete the Business Combination until December 20, 2026. Accordingly, the\namount deposited per share will depend on the number of Public Shares that remain outstanding after redemptions in connection with the\nExtension and the length of the extension period that will be needed to complete the Business Combination. If more than 2,000,000 Public\nShares remain outstanding after redemptions in connection with the Extension, then the amount paid per share will be reduced proportionately.\nFor example, if the Company completes the Business Combination on September 20, 2026, which would represent three calendar months, no\nPublic Shares are redeemed and all of the Public Shares remain outstanding in connection with the Extension, then the aggregate amount\ndeposited per share will be approximately $0.01 per share, with the aggregate maximum contribution to the Trust Account being $120,000.\nHowever, if 14,000,000 Public Shares are redeemed and 2,000,000 of the Public Shares remain outstanding after redemptions in connection\nwith the Extension, then the aggregate amount deposited per share for such three-month period will be approximately $0.06 per share.\n\nAssuming the Extension Amendment Proposal is approved and the Board implements the Extension, the initial Monthly Amount will be deposited\nin the Trust Account promptly following June 20, 2026. Each additional Monthly Amount will be deposited in the Trust Account within seven\ncalendar days from the 21st of such calendar month (or portion thereof). The Loans are conditioned upon the implementation of the Extension.\nThe Loans will not occur if the Extension Amendment Proposal is not approved or the Extension is not implemented. The amount of the Loans\nwill not bear interest and will be repayable by the Company to the Sponsor or its designees, which may include Everli, upon consummation\nof a Business Combination. If the Sponsor or its designees, which may include Everli, advises the Company that it does not intend to make\nthe Loans, then the Extension Amendment Proposal and likely the other Proposals will not be put before the shareholders at the Meeting\nand the Company will liquidate and dissolve in accordance with the Amended and Restated Charter. There is also no assurance that the Sponsor\nor its designees, which may include Everli, will make additional Loans for the term of the Extension. The Board will have the sole discretion\nwhether to extend for additional calendar months until December 20, 2026 and if the Board determines not to continue extending for additional\ncalendar months, the Sponsor or its designees’ obligation to make additional Loans following such determination will terminate.\nFurther, even if the Board determines to continue extending for additional calendar months, if the Sponsor or its designees, which may\ninclude Everli, are unable or unwilling, for any reason, to extend the Loans to fund such extensions of the Combination Period, the Combination\nPeriod will not be further extended.\n\n26\n\n**If the Extension Amendment Proposal is not\nApproved**\n\nWithout the approval of the\nExtension Amendment Proposal, we will not be able to complete the Business Combination on or before June 20, 2026. If that were to occur,\nas contemplated by and in accordance with the Amended and Restated Charter, we will (i) cease all operations except for the purpose of\nwinding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, subject to lawfully available funds,\nredeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including\ninterest earned on the Trust Account (which interest shall be net of taxes payable, and up to $100,000 of interest to pay dissolution\nexpenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’\nrights as shareholders (including the right to receive further liquidation distributions, if any) subject to applicable law; and (iii)\nas promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate\nand dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject\nto the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants,\nwhich will expire worthless if we fail to complete a Business Combination within the Combination Period. In the event of a liquidation,\nour Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the\nFounder Shares or the Private Placement Warrants. As a consequence, a liquidating distribution will be made only with respect to the Public\nShares.\n\nAs contemplated by the Amended\nand Restated Charter, Public Shareholders, except for the Sponsor, Founders, Officers or Directors, shall be provided with the opportunity\nto redeem their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in the Extension Redemptions\nif the Extension Amendment Proposal is effective.\n\nOn May 14, 2026, the redemption\nprice per Public Share was approximately $10.852 (which is expected to be the same approximate amount two business days prior to the Meeting),\nbased on the aggregate amount on deposit in the Trust Account of $173.6 million as of May 14, 2026 (including interest which interest\nshall be net of taxes payable), divided by the number of Public Shares then in issue, subject to applicable law. The closing price of\nthe Class A Ordinary Shares as reported on Nasdaq on May 14, 2026 was $10.83. We cannot assure shareholders that they will be able to\nsell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above,\nas there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares. We believe such redemption\nright enables our Public Shareholders to determine whether or not to sustain their investments for an additional period if we do not complete\nthe Business Combination on or before the Extended Date.\n\nThe Sponsor has waived its\nrights to participate in any liquidating distribution with respect to its Founder Shares.\n\n**Redemption Rights**\n\nIn connection with the Extension\nAmendment Proposal and contingent upon whether the Extension Amendment Proposal is approved, each of our Public Shareholders that made\nan Election may seek to redeem all or a portion of their Public Shares at a per-share price, payable in cash, equal to the aggregate amount\nthen on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then\noutstanding Public Shares, subject to any limitations described in the IPO Prospectus. If you exercise your redemption rights in the Extension\nRedemptions, you will be exchanging your Public Shares for cash and will no longer own the shares.\n\nIf you choose not to make\nan Election in connection with the Extension Redemptions, you will also be able to redeem your Public Shares in connection with any shareholder\nvote to approve a proposed Business Combination, or if we have not consummated a Business Combination by the Extended Date, subject to\nany limitations set forth in our Amended and Restated Charter.\n\n27\n\nIn order to exercise your\nredemption rights, you must, prior to 5:00 p.m. Eastern Time on June 12, 2026 (two business days before the Meeting) tender your shares\nphysically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental, our transfer agent,\nat the following address:\n\nContinental Stock Transfer & Trust Company\n\n1 State Street, 30th Floor\n\nNew York, New York 10004\n\nAttn: SPAC Redemption Team\n\nE-mail: spacredemptions@continentalstock.com\n\nOur shareholders seeking to\nexercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates\nfrom Continental and time to effect delivery. It is our understanding that our shareholders should generally allot at least two weeks\nto obtain physical certificates from Continental. However, we do not have any control over this process and it may take longer than two\nweeks. Shareholders who hold their shares in Street Name will have to coordinate with their bank, broker or other nominee to have the\nshares certificated or delivered electronically.\n\n**In the event that a Public\nShareholder tenders its shares and decides that it does not want to redeem its Public Shares in the Extension Redemptions, the Public\nShareholder may withdraw the tender at any time prior to the Meeting**. If you delivered your Public Shares for redemption to Continental\nand decide prior to the vote at the Meeting not to redeem your Public Shares in the Extension Redemptions, you may request that Continental\nreturn the Public Shares (physically or electronically). You may make such request by contacting Continental at the address listed above.\n\nIn the event that a Public\nShareholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates\nrepresenting these Public Shares will be returned to the Public Shareholder promptly following the determination that the Extension Amendment\nProposal will not be approved.\n\nOur Public Shareholders seeking\nto exercise their redemption rights in the Extension Redemptions, whether they are Shareholders of Record or hold their shares in Street\nName, are required to either tender their certificates to the transfer agent prior to the date set forth in this Proxy Statement, or to\ndeliver their Public Shares to the transfer agent electronically using the DTC’s DWAC system, at such Public Shareholder’s\noption. **The requirement for physical or electronic delivery prior to the Meeting ensures that a redeeming Public Shareholder’s\nElection to redeem is irrevocable once the Extension Amendment Proposal is approved**.\n\nThere is a nominal cost associated\nwith the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. Continental\nwill typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming\nshareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required\nto tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when\nsuch delivery must be effectuated.\n\nEach redemption of a Public\nShare by our Public Shareholders in the Extension Redemptions will reduce the amount in the Trust Account, which held marketable securities\nwith a fair value of approximately $173.6 million as of May 14, 2026. Prior to their exercising redemption rights, Public Shareholders\nshould verify the market price of the Class A Ordinary Shares, as Public Shareholders may receive higher proceeds from the sale of their\nClass A Ordinary Shares in the public market than from exercising their redemption rights if the market price per Public Share is higher\nthan the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market\nprice per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Class A Ordinary Shares\nwhen you wish to sell your Public Shares.\n\n28\n\n**If you exercise your redemption\nrights in the Extension Redemptions, your Public Shares will cease to be outstanding and will only represent the right to receive a pro\nrata share of the aggregate amount then on deposit in the Trust Account.**\n\nYou will have no right to\nparticipate in, or have any interest in, our future growth, if any. You will be entitled to receive cash for your Public Shares only if\nyou properly and timely demand redemption.\n\nIf the Extension Amendment\nProposal is not approved, we will be required to wind up, liquidate and dissolve the Trust Account by returning the then remaining funds\nin such account to the Public Shareholders.\n\n**Vote Required for Approval**\n\nThe approval of the Extension\nAmendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds\n(2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person (including\nshareholders who vote online) or by proxy at the Meeting, or any adjournment thereof. Only those votes that are actually cast, either\n“FOR” or “AGAINST,” the Extension Amendment Proposal will be counted for the purposes of determining whether such\nproposal is approved and any Ordinary Shares that are not voted at the Meeting will have no effect on the outcome of such vote. Abstentions\nand Broker Non-Votes, while considered present for the purposes of establishing a Quorum, will not count as votes cast and will have no\neffect on the outcome of the vote.\n\nResolution\n\nThe full text of the resolution\nto be voted upon is as follows:\n\n* *\n\n“RESOLVED, as a special\nresolution, that the Company’s amended and restated memorandum and articles of association be amended as set forth in Annex\nA of the proxy statement to give the Company’s board of directors (the “**Board**”) the right to extend\nthe date by which the Company must consummate a business combination on a monthly basis, up to six (6) times, from June 20, 2026 through\nDecember 20, 2026 (or such earlier date as determined by the Board).”\n\n** **\n\n**Recommendation of the Board**\n\n**THE BOARD UNANIMOUSLY RECOMMENDS\nTHAT OUR SHAREHOLDERS VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL.**\n\n** **\n\n29\n\n** **\n\n**PROPOSAL TWO — THE AUDITOR RATIFICATION\nPROPOSAL**\n\n**Overview**\n\nWe are asking our shareholders\nto ratify the Audit Committee’s selection of Withum as our independent registered public accounting firm for the fiscal year ending\nDecember 31, 2026. Withum has audited our financial statements for the year ended December 31, 2025 and the period from March 11, 2024\n(inception) through December 31, 2024. A representative of Withum is not expected to be present at the Meeting; however, if a representative\nis present, they will not have the opportunity to make a statement if they desire to do so and are not expected to be available to respond\nto appropriate questions.\n\nThe following is a summary\nof fees paid or to be paid to Withum for services rendered.\n\n**Audit Fees**\n\nAudit fees consist of the\naggregate fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided\nby Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of\nour annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and\nother required filings with the SEC for the year ended December 31, 2025 and the period from March 11, 2024 (inception) through December\n31, 2024 totaled approximately $101,920 and $94,120, respectively. The above amounts include interim procedures and audit fees, as well\nas attendance at Audit Committee meetings.\n\n**Audit-Related Fees**\n\nAudit-related fees consist\nof the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our\nfinancial statements and are not reported under “*Audit Fees*.” These services include attest services that are not required\nby statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related\nfees for the year ended December 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024.\n\n**Tax Fees**\n\nTax\nfees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not\npay Withum for tax services, planning or advice for the year ended December 31, 2025 and the period from March 11, 2024 (inception) through\nDecember 31, 2024.\n\n** **\n\n**All Other Fees**\n\nAll\nother fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for the year ended\nDecember 31, 2025 and the period from March 11, 2024 (inception) through December 31, 2024.\n\nOur Audit Committee has determined\nthat the services provided by Withum are compatible with maintaining the independence of Withum as our independent registered public accounting\nfirm.\n\n30\n\n**Pre-Approval Policy**\n\nOur Audit Committee was formed\nupon the consummation of our IPO. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services\nrendered prior to the formation of our Audit Committee were approved by our Board. Since the formation of our Audit Committee, and on\na going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and\nto be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services\ndescribed in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).\n\n**Consequences if the Auditor Ratification Proposal\nis Not Approved**\n\nThe Audit Committee is directly\nresponsible for appointing our independent registered public accounting firm. The Audit Committee is not bound by the outcome of this\nvote. However, if the shareholders do not ratify the selection of Withum as our independent registered public accounting firm for the\nfiscal year ending December 31, 2026, our Audit Committee may reconsider the selection of Withum as our independent registered public\naccounting firm.\n\n**Vote Required for Approval**\n\nThe approval of the Auditor\nRatification Proposal must be approved as an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority\nof the votes cast by the holders of the Ordinary Shares present in person (including shareholders who vote online) or represented by proxy\nat the Meeting, or any adjournment thereof, and entitled to vote on such matter. Failure to vote by proxy, online or physically attend\nthe Meeting will have no effect on the outcome of any vote on the Auditor Ratification Proposal. Abstentions and Broker Non-Votes, while\nconsidered present for the purposes of establishing a Quorum, will not count as votes cast and will have no effect on the outcome of the\nvote. See the section of this Proxy Statement entitled “*Questions and Answers About the Meeting*” for more information\nabout Broker Non-Votes.\n\nResolution\n\nThe full text of the resolution\nto be voted upon is as follows:\n\n“RESOLVED, as an ordinary\nresolution, that the selection of WithumSmith+Brown, PC by the audit committee of the Company’s board of directors as the Company’s\nindependent registered public accounting firm for the fiscal year ending December 31, 2026 be ratified, approved and confirmed in all\nrespects.”\n\n**Recommendation of the Board**\n\n**THE BOARD UNANIMOUSLY RECOMMENDS\nTHAT OUR SHAREHOLDERS VOTE “FOR” THE AUDITOR RATIFICATION PROPOSAL.**\n\n** **\n\n31\n\n** **\n\n**PROPOSAL THREE — THE ADJOURNMENT PROPOSAL**\n\n**Overview**\n\nIf either of the Extension\nAmendment Proposal or the Auditor Ratification Proposal is not approved by the shareholders, we may put the Adjournment Proposal to a\nvote. The Adjournment Proposal, if adopted, will allow our Board to adjourn the Meeting to a later date or dates, or indefinitely, to\npermit further solicitation of proxies.\n\n**Consequences if the Adjournment Proposal is\nNot Approved**\n\nIf the Adjournment Proposal\nis not approved by our shareholders, our Board may decide not to adjourn the Meeting to a later date in the event, based on the tabulated\nvotes, there are not sufficient votes at the time of the Meeting to approve the Extension Amendment Proposal or the Auditor Ratification\nProposal. In such event, the Extension could not be completed and if we do not complete a Business Combination within the Combination\nPeriod, we would cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and,\nsubject to the approval of our remaining shareholders and the Board, liquidating and dissolving.\n\n**Vote Required for Approval**\n\nApproval of the Adjournment\nProposal, if presented, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the\nvotes cast by the holders of the Ordinary Shares present in person (including shareholders who vote online) or represented by proxy at\nthe Meeting, or any adjournment thereof, and entitled to vote on such matter. Only those votes that are actually cast, either “FOR”\nor “AGAINST” the Adjournment Proposal, if presented, will be counted for the purposes of determining whether such proposal\nis approved and any Ordinary Shares that are not voted at the Meeting will have no effect on the outcome of such vote. Abstentions and\nBroker Non-Votes, while considered present for the purposes of establishing a Quorum, will not count as votes cast and will have no effect\non the outcome of the vote.\n\nResolution\n\nThe full text of the resolution\nto be voted upon is as follows:\n\n“RESOLVED, as an ordinary\nresolution, that the adjournment of the extraordinary general meeting in lieu of an annual general meeting to a later date or dates, or\nindefinitely, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient\nvotes for, or otherwise in connection with, the approval of any of the foregoing proposals.”\n\n**Recommendation of the Board**\n\n**THE BOARD UNANIMOUSLY RECOMMENDS\nTHAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL, IF PRESENTED.**\n\n** **\n\n32\n\n** **\n\n**Material\nU.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights**\n\nThe following is a summary\nof the material U.S. federal income tax considerations for holders of our Ordinary Shares that elect to have their shares redeemed for\ncash. This summary is based upon the Internal Revenue Code of 1986, as amended (the “**Code**”), the regulations promulgated\nby the Treasury Department, current administrative interpretations and practices of the Internal Revenue Service (the “**IRS**”)\n(including administrative interpretations and practices expressed in private letter rulings, which are binding on the IRS only with respect\nto the particular taxpayers who requested and received those rulings) and judicial decisions, all as currently in effect and all of which\nare subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would\nnot assert, or that a court would not sustain, a position contrary to any of the tax considerations described below. No advance ruling\nhas been or will be sought from the IRS regarding any matter discussed in this summary. This summary does not discuss the impact that\nU.S. state and local taxes and taxes imposed by non-U.S. jurisdictions could have on the matters discussed in this summary. This summary\ndoes not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular shareholder in light of\nits investment or tax circumstances or to shareholders subject to special tax rules, such as:\n\n●\ncertain U.S. expatriates;\n\n●\ntraders in securities that elect mark-to-market treatment;\n\n●\nS corporations;\n\n●\nU.S. shareholders (as defined below) whose functional currency is not the U.S. dollar;\n\n●\nfinancial institutions;\n\n●\nmutual funds;\n\n●\nqualified plans, such as 401(k) plans, individual retirement accounts, etc.;\n\n●\ninsurance companies;\n\n●\nbroker-dealers;\n\n●\nregulated investment companies;\n\n●\nreal estate investment trusts;\n\n●\npersons holding shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment;\n\n●\npersons subject to the alternative minimum tax provisions of the Code;\n\n●\ntax-exempt organizations;\n\n●\npersons that actually or constructively own 5 percent or more of our shares; and\n\n●\nRedeeming Non-U.S. Holders (as defined below, and except as otherwise discussed below).\n\nIf any partnership (including\nfor this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds shares, the tax treatment of a partner\ngenerally will depend on the status of the partner and the activities of the partner and the partnership. This summary does not address\nany tax consequences to any partnership that holds our securities (or to any direct or indirect partner of such partnership). If you are\na partner of a partnership holding our securities, you should consult your tax advisor. This summary assumes that shareholders hold our\nsecurities as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment and\nnot as a dealer or for sale to customers in the ordinary course of the shareholder’s trade or business.\n\n33\n\nWE URGE PUBLIC SHAREHOLDERS\nCONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME\nAND OTHER TAX CONSEQUENCES THEREOF.\n\n**U.S. Federal Income Tax Considerations to U.S.\nShareholders**\n\nThis section is addressed\nto Redeeming U.S. Holders (as defined below) of our Public Shares that elect to have their Public Shares redeemed for cash as described\nin the section of this Proxy Statement entitled “*Proposal One — The Extension Amendment Proposal — Redemption Rights*.”\nFor purposes of this discussion, a “**Redeeming U.S. Holder**” is a Beneficial Owner that so redeems its shares and is:\n\n●\na citizen or resident of the United States;\n\n●\na corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;\n\n●\nan estate whose income is subject to U.S. federal income taxation regardless of its source; or\n\n●\nany trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.\n\n**Tax Treatment of the Redemption — In\nGeneral**\n\nThe balance of the discussion\nunder this heading is subject in its entirety to the discussion under the heading of this section of the Proxy Statement entitled “— *Passive\nForeign Investment Company Rules*.” If we are considered a “passive foreign investment company” for these purposes\n(which we will be, unless a “start up” exception applies), then the tax consequences of the redemption will be as outlined\nin that discussion, below.\n\nA Redeeming U.S. Holder will\ngenerally recognize capital gain or loss equal to the difference between the amount realized on the redemption and such shareholder’s\nadjusted basis in the shares exchanged therefor if the Redeeming U.S. Holder’s ownership of shares is completely terminated or if\nthe redemption meets certain other tests described below. Special constructive ownership rules apply in determining whether a Redeeming\nU.S. Holder’s ownership of shares is treated as completely terminated (and, in general, such Redeeming U.S. Holder may not be considered\nto have completely terminated its interest if it continues to hold our Warrants). If gain or loss treatment applies, such gain or loss\nwill be long-term capital gain or loss if the holding period of such shares is more than one year at the time of the exchange. It is possible\nthat because of the redemption rights associated with our Ordinary Shares, the holding period of such shares may not be considered to\nbegin until the date of such redemption (and thus it is possible that long-term capital gain or loss treatment may not apply to shares\nredeemed in the redemption). Shareholders who hold different blocks of shares (generally, shares purchased or acquired on different dates\nor at different prices) should consult their tax advisors to determine how the above rules apply to them.\n\nCash received upon redemption\nthat does not completely terminate the Redeeming U.S. Holder’s interest will still give rise to capital gain or loss, if the redemption\nis either (i) “substantially disproportionate” or (ii) “not essentially equivalent to a dividend.” In determining\nwhether the redemption is substantially disproportionate or not essentially equivalent to a dividend with respect to a Redeeming U.S.\nHolder, that Redeeming U.S. Holder is deemed to own not just shares actually owned but also shares underlying rights to acquire our shares\n(including for these purposes our Warrants) and, in some cases, shares owned by certain family members, certain estates and trusts of\nwhich the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.\n\n34\n\nGenerally, the redemption\nwill be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S. Holder’s\npercentage ownership of the outstanding voting shares (including all classes which carry voting rights) of our Company is reduced immediately\nafter the redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest in such shares immediately before the redemption;\n(ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding shares (both voting and nonvoting) immediately after the\nredemption is reduced to less than 80% of such percentage ownership immediately before the redemption; and (iii) the Redeeming U.S. Holder\nowns, immediately after the redemption, less than 50% of the total combined voting power of all classes of shares of our Company entitled\nto vote. Whether the redemption will be considered “not essentially equivalent to a dividend” with respect to a Redeeming\nU.S. Holder will depend upon the particular circumstances of that U.S. holder. At a minimum, however, the redemption must result in a\nmeaningful reduction in the Redeeming U.S. Holder’s actual or constructive percentage ownership of our Company. The IRS has ruled\nthat any reduction in a shareholder’s proportionate interest is a “meaningful reduction” if the shareholder’s\nrelative interest in the corporation is minimal and the shareholder does not have meaningful control over the corporation.\n\nIf none of the redemption\ntests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder will be treated as dividend\nincome for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits. However, for the purposes\nof the dividends-received deduction and of “qualified dividend” treatment, due to the redemption right, a Redeeming U.S. Holder\nmay be unable to include the time period prior to the redemption in the shareholder’s “holding period.” Any distribution\nin excess of our earnings and profits will reduce the Redeeming U.S. Holder’s basis in the shares (but not below zero), and any\nremaining excess will be treated as gain realized on the sale or other disposition of the shares.\n\nAs these rules are complex,\nU.S. holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption\nwill be treated as a sale or as a distribution under the Code.\n\nCertain Redeeming U.S. Holders\nwho are individuals, estates or trusts pay a 3.8% tax on all or a portion of their “net investment income” or “undistributed\nnet investment income” (as applicable), which may include all or a portion of their capital gain or dividend income from their redemption\nof shares. Redeeming U.S. Holders should consult their tax advisors regarding the effect, if any, of the net investment income tax.\n\n**Passive Foreign Investment Company Rules**\n\nA foreign (i.e., non-U.S.)\ncorporation will be a passive foreign investment company (or “**PFIC**”) for U.S. tax purposes if at least 75% of its gross\nincome in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least\n25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a\ntaxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including\nits pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for\nthe production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than\nrents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.\n\nBecause we are a blank check\ncompany, with no current active business, we believe that it is likely that we have met the PFIC asset or income test beginning with our\ninitial taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation\nhas gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC\nfor either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those\nyears. The applicability of the start-up exception to us will not be known until after the close of our current taxable year. If we do\nnot satisfy the start-up exception, we will likely be considered a PFIC since our date of formation, and will continue to be treated as\na PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any\nU.S. holder who held our securities at any time we were considered a PFIC).\n\n35\n\nIf we are determined to be\na PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares or warrants\nand, in the case of our shares, the Redeeming U.S. Holder did not make either a timely “qualified electing fund” (a “**QEF**”)\nelection for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark\nto market” election, in each case as described below, such holder generally will be subject to special rules with respect to:\n\n●\nany gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares or warrants (which would include the redemption, if such redemption is treated as a sale under the rules discussed under the heading of this section of the Proxy Statement entitled “— *Tax Treatment of the Redemption — In General*”); and\n\n●\nany “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed under the heading of this section of the Proxy Statement entitled “— *Tax Treatment of the Redemption — In General*.”\n\nUnder these special rules,\n\n●\nthe Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding period for the shares or warrants;\n\n●\nthe amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;\n\n●\nthe amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and\n\n●\nthe interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the Redeeming U.S. Holder.\n\nIn general, if we are determined\nto be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our Ordinary Shares (but not our\nWarrants) by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as\nlong-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed,\nin the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made\non or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which\nthe election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions\nunder the QEF rules, but if deferred, any such taxes will be subject to an interest charge.\n\nA Redeeming U.S. Holder may\nnot make a QEF election with respect to its warrants to acquire our shares. As a result, if a Redeeming U.S. Holder sells or otherwise\ndisposes of such warrants (other than upon exercise of such warrants), any gain recognized generally will be subject to the special tax\nand interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period\nthe Redeeming U.S. Holder held the warrants. If a Redeeming U.S. Holder that exercises such warrants properly makes a QEF election with\nrespect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to\nthe newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income\ninclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be\ndeemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the warrants),\nunless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market\nvalue. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an\nexcess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding\nperiod in the shares acquired upon the exercise of the warrants for purposes of the PFIC rules.\n\n36\n\nThe QEF election is made on\na shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A Redeeming U.S. Holder generally\nmakes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified\nElecting Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return\nfor the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement\nwith such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own\ntax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.\n\nIn order to comply with the\nrequirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from us. If we determine we are\na PFIC for any taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including\na PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF election. However, there\nis no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.\n\nIf a Redeeming U.S. Holder\nhas made a QEF election with respect to our Ordinary Shares, and the special tax and interest charge rules do not apply to such shares\n(because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold)\nsuch shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our shares\ngenerally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF\nare currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution\nof such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S.\nHolders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and\ndecreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by\nreason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.\n\nAlthough a determination as\nto our PFIC status will be made annually, a determination that we are a PFIC for any particular year will generally apply for subsequent\nyears to a Redeeming U.S. Holder who held shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in\nthose subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which\nthe Redeeming U.S. Holder holds (or is deemed to hold) our Ordinary Shares and receives the requisite PFIC annual information statement,\nhowever, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming\nU.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of us that ends within or\nwith a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective\nfor each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC rules\ndiscussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax\nand interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.\n\nAlternatively, if a Redeeming\nU.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming U.S. Holder may\nmake a mark-to-market election with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes a valid mark-to-market\nelection for the first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or is deemed to hold) shares\nand for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to\nits shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market\nvalue of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed\nto take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of its shares\nat the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market\nelection). The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any\nfurther gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income. Currently, a mark-to-market\nelection may not be made with respect to our Warrants.\n\n37\n\nThe mark-to-market election\nis available only for stock that is regularly traded on a national securities exchange that is registered with the SEC, including the\nNasdaq Global Market, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price\nrepresents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own tax advisors regarding the availability\nand tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.\n\nIf we are a PFIC and, at any\ntime, have a foreign subsidiary that is classified as a PFIC, Redeeming U.S. Holders generally would be deemed to own a portion of the\nshares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive\na distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the Redeeming U.S. Holders otherwise were deemed\nto have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a Redeeming U.S. Holder\nthe information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. However, there is no assurance\nthat we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any\nsuch lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide the required information.\nRedeeming U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.\n\nA Redeeming U.S. Holder that\nowns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621(whether\nor not a QEF or market-to-market election is made) and such other information as may be required by the Treasury Department.\n\n**The application of the\nPFIC rules is extremely complex. Shareholders who are considering participating in the redemption and/or selling, transferring or otherwise\ndisposing of their shares and/or warrants should consult with their tax advisors concerning the application of the PFIC rules in their\nparticular circumstances.**\n\n**U.S. Federal Income Tax Considerations to Non-U.S.\nShareholders**\n\nThis subsection is addressed\nto Redeeming Non-U.S. Holders (as defined below) of our Public Shares that elect to have their Public Shares redeemed for cash in the\nExtension Redemptions as described in the section of this Proxy Statement entitled “*Proposal One — The Extension Amendment\nProposal — Redemption Rights*.”* *For purposes of this discussion, a “**Redeeming Non-U.S. Holder**”\nis a Beneficial Owner (other than a partnership or entity treated as a partnership for U.S. federal income tax purposes) that so redeems\nits Public Shares and is not a Redeeming U.S. Holder.\n\nExcept as otherwise discussed\nin this subsection, a Redeeming Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain recognized or dividends\nreceived as a result of the Extension Redemptions unless the gain or dividends is effectively connected with such Redeeming Non-U.S. Holder’s\nconduct of a trade or business within the United States (and, if any income tax treaty applies, is attributable to a U.S. permanent establishment\nor fixed base maintained by the Redeeming Non-U.S. Holder).\n\nDividends (including constructive\ndividends) and gains that are effectively connected with a Redeeming Non-U.S. Holder’s conduct of a trade or business in the United\nStates (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United\nStates) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable\nRedeeming U.S. Holder and, in the case of a Redeeming Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, also\nmay be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.\n\nNon-U.S. holders of shares\nconsidering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their shares will\nbe treated as a sale or as a distribution under the Code, and whether they will be subject to U.S. federal income tax on any gain recognized\nor dividends received as a result of the redemption based upon their particular circumstances.\n\n38\n\nUnder the Foreign Account\nTax Compliance Act (“**FATCA**”) and Treasury Department regulations and administrative guidance thereunder, a 30% U.S.\nfederal withholding tax may apply to certain income paid to (i) a “foreign financial institution” (as specifically defined\nin FATCA), whether such foreign financial institution is the Beneficial Owner or an intermediary, unless such foreign financial institution\nagrees to verify, report and disclose its U.S. “account” holders (as specifically defined in FATCA) and meets certain other\nspecified requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity is the Beneficial Owner or an\nintermediary, unless such entity provides a certification that the Beneficial Owner of the payment does not have any substantial U.S.\nowners or provides the name, address and taxpayer identification number of each such substantial U.S. owner and certain other specified\nrequirements are met. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an\nexemption from, or be deemed to be in compliance with, these rules. Redeeming Non-U.S. Holders should consult their own tax advisors regarding\nthis legislation and whether it may be relevant to their disposition of their shares or warrants.\n\n**Backup Withholding**\n\nIn general, proceeds received\nfrom the exercise of redemption rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:\n\n●\nfails to provide an accurate taxpayer identification number;\n\n●\nis notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income tax returns; or\n\n●\nin certain circumstances, fails to comply with applicable certification requirements.\n\nA Redeeming Non-U.S. Holder\ngenerally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status,\nunder penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.\n\nAny amount withheld under\nthese rules will be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S. federal income tax\nliability or refundable to the extent that it exceeds this liability, provided that the required information is timely furnished to the\nIRS and other applicable requirements are met.\n\n**As previously noted above,\nthe foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and\nis not intended to be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with\nyour own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state,\nlocal or foreign income or other tax laws) of the receipt of cash in exchange for Public Shares in connection with the Extension Amendment\nProposal and any redemption of your Public Shares.**\n\n** **\n\n39\n\n** **\n\n**BENEFICIAL OWNERSHIP OF SECURITIES**\n\nThe following table sets forth\ninformation regarding the beneficial ownership of our Ordinary Shares as of the Record Date based on information obtained from the persons\nnamed below, with respect to the beneficial ownership of Ordinary Shares, by:\n\n●\neach person known by us to be the Beneficial Owner of more than 5% of our outstanding Ordinary Shares;\n\n●\neach of our officers and directors that beneficially owns our Ordinary Shares; and\n\n●\nall our officers and directors as a group.\n\nIn the table below, percentage\nownership is based on 21,621,622 Ordinary Shares, consisting of (i) 16,000,000 Class\nA Ordinary Shares and (ii) 5,621,622 Class B Ordinary Shares, issued and outstanding as of the Record Date. Prior to our initial Business\nCombination, only holders of our Class B Ordinary Shares have the right to vote on the appointment or removal of directors and to approve\nany transfer by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands (including any special\nresolution required to amend our Amended and Restated Charter or to adopt new constitutional documents of the Company, in each case, as\na result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Class A Ordinary\nShares will not be entitled to vote on the appointment or removal of directors or to approve any transfer by way of continuation as a\nbody corporate under the laws of any jurisdiction outside the Cayman Islands (including any special resolution required to amend our Amended\nand Restated Charter or to adopt new constitutional documents of the Company, in each case, as a result of our approving a transfer by\nway of continuation in a jurisdiction outside the Cayman Islands during such time. With respect to any other matter submitted to a vote\nof our shareholders, including any vote in connection with our initial Business Combination, except as required by law, holders of our\nClass A Ordinary Shares and Class B Ordinary Shares vote together as a single class, with each share entitling the holder to one vote.\nCurrently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis prior to the consummation\nof a Business Combination at the option of the holder. Any Class B Ordinary Shares not converted into Class A Ordinary Shares in such\nmanner are automatically convertible into Class A Ordinary Shares on a one-for-one basis concurrently with or immediately following the\nconsummation of a Business Combination.\n\nUnless otherwise indicated,\nwe believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially\nowned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these Private\nPlacement Warrants are not exercisable within 60 days of the date of this Proxy Statement.\n\nClass A Ordinary Shares\nClass B Ordinary Shares\nApproximate\nPercentage of\n\n**Name and Address of Beneficial Owner(1)**\nNumber of\nShares\nBeneficially\nOwned\nApproximate\nPercentage\nof\nClass\nNumber of\nShares\nBeneficially\nOwned\nApproximate\nPercentage\nof\nClass\nTotal\nOutstanding\nOrdinary\nShares\n\nGautam Ivatury(2)\n—\n—\n5,621,622\n100%\n26.0%\n\nEdward Lifshitz\n—\n—\n—\n—\n—\n\nEric Lifshitz(2)\n—\n—\n5,621,622\n100%\n26.0%\n\nDan Rosen\n—\n—\n—\n—\n—\n\nKen Ruggiero\n—\n—\n—\n—\n—\n\nTara Kenney\n—\n—\n—\n—\n—\n\nAll officers and directors as a group (six persons)\n—\n—\n5,621,622\n100%\n26.0%\n\nMelar Acquisition Sponsor I LLC(2)\n—\n—\n5,621,622\n100%\n26.0%\n\nFirst Trust Parties(3)\n1,429,900\n8.9%\n—\n—\n6.6%\n\nPolar Asset Management Partners Inc.(4)\n1,485,000\n9.3%\n—\n—\n6.9%\n\nLMR Parties(5)\n1,485,000\n9.3%\n—\n—\n6.9%\n\nAQR Parties(6)\n1,153,184\n7.2%\n—\n—\n5.3%\n\nMeteora Parties(7)\n1,110,289\n6.9%\n—\n—\n5.1%\n\nKarpus Management, Inc.(8)\n988,505\n6.2%\n—\n—\n4.6%\n\nWolverine Parties(9)\n926,328\n5.8%\n—\n—\n4.3%\n\nMizuho Financial Group, Inc.(10)\n891,304\n5.6%\n—\n—\n4.2%\n\nW. R. Berkley Corporation(11)\n868,489\n5.4%\n—\n—\n4.0%\n\nBarclays PLC(12)\n800,000\n5.0%\n—\n—\n3.7%\n\n(1)Unless otherwise noted, the principal business address of\neach of the following entities or individuals is c/o Melar Acquisition Corp. I, 143 West 72nd Street, 4th Floor, New York, NY 10023.\n\n40\n\n(2)\nMelar 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.\n\n(3)\nAccording to a Schedule 13G filed with the SEC on November 7, 2024 by (i) First Trust Capital\nManagement L.P. (“**FTCM**”), (ii) First Trust Capital Solutions L.P. (“**FTCS**”) and (iii) FTCS Sub\nGP LLC (“**Sub GP**” and collectively with FTCM and FTCS, the “**First Trust Parties**”). FTCM is an\ninvestment adviser registered with the SEC that provides investment advisory services to, among others, (x) series of Investment\nManagers Series Trust II, an investment company registered under the Investment Company Act, specifically First Trust Multi-Strategy\nFund and First Trust Merger Arbitrage Fund, (y) First Trust Alternative Opportunities Fund, an investment company registered under\nthe Investment Company Act, and (z) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company\n(collectively, the “**Client Accounts**”). FTCS is a Delaware limited partnership and control person of FTCM. Sub GP\nis a Delaware limited liability company and control person of FTCM. As investment adviser to the Client Accounts, FTCM has the\nauthority to invest the funds of the Client Accounts in securities (including the Public Shares) as well as the authority to\npurchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any Public Shares held in the Client\nAccounts. As of September 30, 2024, the First Trust Parties collectively owned 1,608,851 Public Shares. FTCS and Sub GP may be\ndeemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in the Schedule 13G. No\none individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Public Shares for their own accounts. The principal business\naddress of each of the First Trust Parties is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606.\n\n(4)\nAccording 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.\n\n(5)\nAccording 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, a 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 funds. Messrs. 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. The 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.\n\n(6)\nAccording 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.\n\n(7)\nAccording 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\n\n(8)\nAccording to a Schedule 13G/A filed with the SEC on April 7, 2026 by Karpus Management, Inc. d/b/a Karpus Investment Management (“**Karpus**”). 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.\n\n41\n\n(9)\nAccording 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. Bellick, 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. Mr. Bellick and Mr. Gust may be 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 by WAM. 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.\n\n(10)\nAccording 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. and Mizuho 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.\n\n(11)\nAccording to a Schedule 13G filed with the SEC on February 11, 2026 by W. R. Berkley Corporation and Berkley Insurance Company. The principal business address of both entities is 475 Steamboat Road, Greenwich, CT 06830.\n\n(12)\nAccording 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.\n\n**Changes in Control**\n\nNone. For more information\non the Everli Business Combination, see the Everli Registration Statement.\n\n42\n\n** **\n\n**FUTURE SHAREHOLDER PROPOSALS**\n\nIf the Extension Amendment\nProposal is approved, we anticipate that we will hold an extraordinary general meeting of shareholders before the Extended Date to consider\nand vote upon approval of the Everli Business Combination. Accordingly, if we consummate the Everli Business Combination, our next annual\ngeneral meeting of shareholders will be held at a future date to be determined by the post-Business Combination company. If the Extension\nAmendment Proposal is not approved, or if it is approved but we do not consummate the Everli Business Combination (or an initial Business\nCombination with a different target company) before the Extended Date, we will wind up, liquidate and dissolve.\n\n**HOUSEHOLDING INFORMATION**\n\nUnless we have received contrary\ninstructions, we may send a single copy of this Proxy Statement to any household at which two or more shareholders reside if we believe\nthe shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information\nreceived at any one household and helps to reduce our expenses. However, if as shareholders as of the Record Date, you and members of\nyour family who reside at the same address prefer to receive multiple sets of our disclosure documents at the same address this year or\nin future years, you should follow the instructions described below. Similarly, if you share an address with another shareholder and together\nboth of you would like to receive only a single set of our disclosure documents, you should follow these instructions:\n\n●\nIf the shares are registered in your names, you should inform us of your request by contacting us at:\n\nMelar Acquisition Corp. I\n\n143 West 72nd Street, 4th Floor\n\nNew York, NY 10023\n\nAttn: Gautam Ivatury\n\nTelephone No.: (702) 781-1120\n\n●\nIf a bank, broker or other nominee holds your shares, you should contact the bank, broker or other nominee directly.\n\n**WHERE YOU CAN FIND MORE INFORMATION**\n\nWe file annual, quarterly\nand current reports, proxy statements and other information with the SEC as required by the Exchange Act. Our public filings are also\navailable to the public from the SEC’s website at *www.sec.gov*. You may request a copy of our filings with the SEC (excluding\nexhibits) at no cost by contacting us at the address and/or telephone number below.\n\nMelar Acquisition Corp. I\n\n143 West 72nd Street, 4th Floor\n\nNew York, NY 10023\n\nAttn: Gautam Ivatury\n\nTelephone No.: (702) 781-1120\n\nIf you would like additional\ncopies of this Proxy Statement or if you have questions about the Proposals, you should contact the Solicitation Agent at the following\naddress and e-mail address:\n\nAdvantage Proxy, Inc.\n\nP.O. Box 10904\n\nYakima, WA 98909\n\nAttn: Karen Smith\n\nToll Free Telephone: (877) 870-8565\n\nMain Telephone: (206) 870-8565\n\nE-mail: ksmith@advantageproxy.com\n\nYou will not be charged for\nany of the documents you request. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact\nyour broker, bank or other nominee for additional information.\n\n**If you are our shareholder\nand would like to request documents, please do so by June 9, 2026, five business days prior to the Meeting, in order to receive them before\nthe Meeting**. If you request any documents from us, such documents will be mailed to you by first class mail or another equally prompt\nmeans.\n\n** **\n\n43\n\n** **\n\n**ANNEX A**\n\n**PROPOSED AMENDMENT TO THE**\n\n**AMENDED AND RESTATED**\n\n**MEMORANDUM AND ARTICLES OF ASSOCIATION OF**\n\n**MELAR ACQUISITION CORP. I**\n\nProposal One:\n\nRESOLVED,\nas a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by:\n\n(a)\nreplacing the definition of “Completion Window” with the following new definition:\n\n“**Completion Window**”\nmeans the period of time: (a) commencing on, and including the closing date of the IPO; and (b) ending on the date that is thirty (30) months\nafter such closing date of the IPO (being until 20 December 2026), subject to the Extensions, such earlier date as the Directors may approve\nin accordance with the Articles or such later date as the Members may approve in accordance with the Articles.\n\nand\n\n(b)\ninserting a new definition of “Extensions” as follows:\n\n“**Extensions**”\nmeans six additional extension periods, each with a duration of one (1) calendar month (each such extension, an “**Extension**”)\nwith each such Extension subject to the approval of the Directors of the Company up to the Termination Date.\n\n(c)\ninserting a new definition of “**Termination Date**” as follows:\n\n“**Termination Date**”\nmeans 20 December 2026 or such earlier date as may be determined by the Directors.\n\nA-1\n\n** **\n\n**MELAR\nACQUISITION CORP. I**\n\n**143\nWest 72nd Street, 4th Floor**\n\n**New\nYork, NY 10023**\n\n**FOR THE EXTRAORDINARY GENERAL MEETING IN**\n\n**LIEU OF AN ANNUAL GENERAL MEETING**\n\n**OF SHAREHOLDERS OF**\n\n**MELAR ACQUISITION CORP. I**\n\n**THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD\nOF DIRECTORS**\n\nThe undersigned, revoking any previous proxies\nrelating to the Meeting (as defined below), hereby acknowledges receipt of the notice and proxy statement, dated May 15, 2026 (the “**Proxy\nStatement**”), in connection with the extraordinary general meeting in lieu of an annual general meeting of shareholders of Melar\nAcquisition Corp. I (the “**Company**”) and at any adjournments thereof (the “**Meeting**”) to be held on\nJune 16, 2026, at 10:00 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas,\n11th Floor, New York, New York 10105 for the sole purpose of considering and voting upon the following Proposals (as defined\nbelow), and hereby appoints Gautam Ivatury and Eric Lifshitz and each of them (with\nfull power to act alone), or failing them, the duly appointed chairman of the Meeting, the proxies of the undersigned, with power of substitution\nto each, to vote all ordinary shares of the Company registered in the name provided, which the undersigned is entitled to vote at the\nMeeting and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general\nauthorization hereby given, said Proxies are, and each of them is, instructed to vote or act as follows on the Proposals, as set forth\nin the Proxy Statement.\n\n**THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE\nVOTED IN THE MANNER DIRECTED HEREIN. IF NO SPECIFIC DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL 1,\nPROPOSAL 2 AND PROPOSAL 3 (IF PRESENTED) CONSTITUTING THE EXTENSION AMENDMENT PROPOSAL, THE AUDITOR RATIFICATION PROPOSAL AND THE ADJOURNMENT\nPROPOSAL, RESPECTIVELY (COLLECTIVELY, THE “PROPOSALS”).**\n\n**PLEASE MARK, SIGN, DATE AND RETURN THE PROXY\nCARD PROMPTLY.**\n\n**(Continued and to be marked, dated and signed\non reverse side)**\n\n**Important Notice Regarding the Availability\nof Proxy Materials for the**\n\n**Extraordinary General Meeting in Lieu of an\nAnnual General Meeting of Shareholders**\n\n**to be held on June 16, 2026:**\n\nThe notice of meeting, the Company’s Annual\nReport on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission on March 9,\n2026 and the accompanying Proxy Statement are available at *https://www.cstproxy.com/melaracquisitioni/2026*.\n\n**MELAR ACQUISITION CORP. I — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3, IF PRESENTED.**\n\nPlease mark votes as ☒ indicated in this example\n\n**(1) The Extension Amendment Proposal **— RESOLVED, as a\n\n**FOR**\n**AGAINST**\n**ABSTAIN**\n\nspecial resolution, that the Company’s amended and restated memorandum\nand articles of association be amended as set forth in Annex A of the proxy statement to give the Company’s board\nof directors (the “**Board**”) the right to extend the date by which the Company must consummate a business combination\non a monthly basis, up to six (6) times, from June 20, 2026 through December 20, 2026 (or such earlier date as determined by the Board).\n\n☐\n☐\n☐\n\n**(2) The Auditor Ratification Proposal **— RESOLVED, as an ordinary\n\n**FOR**\n**AGAINST**\n**ABSTAIN**\n\nresolution, that the selection of WithumSmith+Brown, PC by the audit committee of the Company’s board of directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 be ratified, approved and confirmed in all respects.\n\n☐\n☐\n☐\n\n**(3) The Adjournment Proposal **— RESOLVED, as an ordinary\n\n**FOR**\n**AGAINST**\n**ABSTAIN**\n\nresolution, that the adjournment of the extraordinary general meeting in lieu of an annual general meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals.\n\n☐\n\n☐\n\n☐\n\nDate:_____________, 2026\n\nSignature __________________________\n\nSignature (if held jointly)__________________________\n\nSignature should agree with name printed hereon.\nIf stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and\nattorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.\n\n**PLEASE SIGN, DATE AND RETURN THE PROXY IN THE\nENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE-SIGNED\nSHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL 1, PROPOSAL 2 AND PROPOSAL 3 (IF PRESENTED).\nTHIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.**"}