MACI 8-K
Melar Acquisition Corp. I/Cayman (MACI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry Into a Material Definitive Agreement.
Everli Note
As previously disclosed, on August 18, 2025, Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), entered into an Amended and Restated Secured Promissory Note and Pledge Agreement (the “Everli Note”) with Everli Global Inc., a Nevada corporation (“Everli”), and a certain stockholder of Everli (the “Pledging Stockholder,” together with the Company and Everli, the “Parties) for the aggregate principal amount of up to $1,000,000. On September 12, 2025, the Parties entered into First Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement (the “First Amendment to Everli Note”) to increase the principal amount to up to $1,250,000.
A copy of the First Amendment to Everli Note is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the First Amendment to Everli Note is qualified in its entirety by reference thereto.
Sponsor Note
As previously disclosed, on August 18, 2025, the Company issued an Amended and Restated Promissory Note (the “Sponsor Note”) in the aggregate principal amount of up to $1,000,000 to Melar Acquisition Sponsor I LLC, the Company’s sponsor (the “Sponsor”). On September 12, 2025, the Company issued the First Amendment to Amended and Restated Promissory Note (the “First Amendment to Sponsor Note”) to the Sponsor to amend the Sponsor Note to increase the principal amount to up to $1,250,000.
The issuance of the First Amendment to Sponsor Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the First Amendment to Sponsor Note is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the First Amendment to Sponsor Note is qualified in its entirety by reference thereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure related to the First Amendment to Sponsor Note that is contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1+ | First Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement, dated as of September 12, 2025, by and among Melar Acquisition Corp. I, Everli Global Inc. and a certain stockholder of Everli Global Inc. | |
| 10.2 | First Amendment to Amended and Restated Promissory Note, issued on September 12, 2025, by Melar Acquisition Corp. I. to Melar Acquisition Sponsor I LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MELAR ACQUISITION CORP. I | ||
| By: | /s/ Gautam Ivatury | |
| Name: | Gautam Ivatury | |
| Title: | Chief Executive Officer | |
Dated: September 18, 2025
Exhibit 10.1
Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.
FIRST AMENDMENT TO AMENDED AND RESTATED SECURED PROMISSORY NOTE AND PLEDGE AGREEMENT
This First Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement (this “Amendment”) is entered into as of September 12, 2025, by and among Everli Global Inc., a Nevada corporation (“Maker”), Melar Acquisition Corp. I, a Cayman Islands exempted company (“Payee”), and Palella Holdings, LLC (“Pledging Stockholder”).
W I T N E S S E T H :
WHEREAS, Maker, Payee and Pledging Stockholder entered into that certain Amended and Restated Secured Promissory Note and Pledge Agreement dated as of August 18, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Secured Promissory Note and Pledge Agreement”; unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Secured Promissory Note and Pledge Agreement); and
WHEREAS, Maker and Pledging Stockholder have requested and Payee has agreed to amend the Secured Promissory Note and Pledge Agreement subject to the terms and conditions hereof;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendments to Secured Promissory Note and Pledge Agreement. The Secured Promissory Note and Pledge Agreement is hereby amended as follows:
(a) The “Principal Amount” of the Secured Promissory Note and Pledge Agreement shall be amended by replacing the reference to “Up to $1,000,000” with a reference to “Up to $1,250,000”.
(b) Paragraph 2 of Secured Promissory Note and Pledge Agreement shall be amended by replacing the reference to “One Million U.S. Dollars ($1,000,000)” with a reference to “One Million and Two Hundred Fifty Thousand U.S. Dollars ($1,250,000)”.
2. Effect on the Secured Promissory Note and Pledge Agreement. Except as expressly set forth herein, all of the terms, conditions and covenants of the Secured Promissory Note and Pledge Agreement shall remain unaltered and in full force and effect and shall be binding upon as Maker and Pledging Stockholder in all respects and are hereby ratified and confirmed.
3. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page to this Amendment by facsimile transmission or otherwise transmitted or communicated by email shall be as effective as delivery of a manually executed counterpart of this Amendment.
4. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.
5. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.
6. Acknowledgement of Security Interest. Each of Maker and Pledging Stockholder hereby acknowledges, confirms and agrees that Payee has and shall continue to have a valid, enforceable and perfected first-priority lien upon and security interest in the Collateral granted to Payee pursuant to the Secured Promissory Note and Pledge Agreement or otherwise granted to or held by Payee.
[Signature Page to Follow]
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.
| Maker: | ||
| Everli Global Inc. | ||
| By: | /s/ Salvatore Palella | |
| Name: Salvatore Palella | ||
| Title: Chief Executive Officer | ||
| Address for Notices: | ||
| Everli Global Inc. | ||
| 12 East 49th Street, Suite 1506 | ||
| New York, NY 10017 | ||
| Attn: Salvatore Palella | ||
| Email: [***] | ||
| with a copy (which will not constitute notice) to: | ||
| Ortoli Rosenstadt LLP | ||
| 366 Madison Avenue | ||
| New York, NY 10017 | ||
| Attn: William Rosenstadt, Esq. | ||
| Telephone No.: (212) 588-0022 | ||
| Email: [email protected] | ||
[Signature Page to First Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement]
| Payee: | ||
| Melar Acquisition Corp. I | ||
| By: | /s/ Eric Lifshitz | |
| Name: Eric Lifshitz | ||
| Title: Chief Operating Officer | ||
| Address for Notices: | ||
| Melar Acquisition Corp. I | ||
| 143 West 72nd Street, 4th Floor | ||
| New York, New York 10023 | ||
| Attn: Gautam Ivatury, Chief Executive Officer | ||
| Telephone No.: (702) 781-1120 | ||
| Email: [***] | ||
| with a copy (which will not constitute notice) to: | ||
| Ellenoff Grossman & Schole LLP | ||
| 1345 Avenue of the Americas, 11th Floor | ||
| New York, New York 10105 | ||
| Attn: Matthew A. Gray, Esq.; Stuart Neuhauser, Esq. | ||
| Telephone No.: (212) 370-1300 | ||
| Email: [email protected]; [email protected] | ||
[Signature Page to First Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement]
| Pledging Stockholder: | ||
| Palella Holdings, LLC | ||
| By: | /s/ Salvatore Palella | |
| Print Name: Salvatore Palella | ||
| Print Title: Chief Executive Officer | ||
| Address for Notice: | ||
| c/o Everli Global Inc. | ||
| 12 East 49th Street, Suite 1506 | ||
| New York, NY 10017 | ||
| Attn: Salvatore Pallea | ||
| Email: [***] | ||
[Signature Page to First Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement]
Exhibit 10.2
THE AMENDED AND RESTATED PROMISSORY NOTE TO WHICH THIS AMENDMENT RELATES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH PROMISSORY NOTE, AS AMENDED, HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE
| Principal Amount: |
up to $1,250,000 (consisting of the principal amount of $1,000,000 and an additional principal amount of $250,000)
|
Dated as of September 12, 2025 |
Melar Acquisition Corp. I, a Cayman Islands exempted company and blank check company (“Maker”), hereby amends its promissory note dated as of August 18, 2025 (the “Note”) to increase the principal amount that it promises to pay to the order of Melar Acquisition Sponsor I LLC or its registered assigns or successors in interest (“Payee”), from the principal sum of up to One Million Dollars ($1,000,000) to the principal sum of up to One Million and Two Hundred Fifty Thousand U.S. Dollars ($1,250,000) in lawful money of the United States of America.
All of the other terms of the Note remain unchanged and in effect.
[Signature Page Follows]
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this First Amendment to be duly executed by the undersigned as of the day and year first above written.
| MELAR ACQUISITION CORP. I | ||
| By: | /s/ Gautam Ivatury | |
| Name: Gautam Ivatury | ||
| Title: Chief Executive Officer | ||
[Schedule of Borrowings to First Amendment to Promissory Note]