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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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area code: (
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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.
As previously disclosed, Melar Acquisition Corp. I, a Cayman Islands exempted company (together with its successors, “Melar) entered into an Agreement and Plan of Merger, as amended on October 2, 2025 and December 8, 2025 (the “Merger Agreement”), with MAC I Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Melar, Everli Global Inc., a Nevada corporation (together with its successors, the “Everli”), Melar Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), in the capacity thereunder as the representative for the shareholders of the Melar (other than the Escrowed Seller (as defined below) and his successors and assigns) from and after the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (collectively, the “Business Combination”), and Salvatore Palella (the “Escrowed Seller”).
Everli Note
As previously disclosed, Melar entered into an Amended and Restated Secured Promissory Note and Pledge Agreement, dated as of August 18, 2025 and amended on September 12, 2025 and September 29, 2025 (the “Everli Note”), with Everli, and a certain stockholder of Everli (the “Pledging Stockholder”) for the aggregate principal amount of up to $3,250,000. On March 30, 2026, the parties to the Everli Note entered into Third Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement (the “Third Amendment to Everli Note”) to change the principal amount to up to $3,611,111.
A copy of the Third 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 Third Amendment to Everli Note is qualified in its entirety by reference thereto.
Sponsor Note
As previously disclosed, Melar issued an Amended and Restated Promissory Note, dated as of August 18, 2025 and amended on September 12, 2025 and September 29, 2025 (the “Sponsor Note”), in the aggregate principal amount of up to $1,250,000 to the Sponsor. On March 30, 2026, Melar issued Third Amendment to Amended and Restated Promissory Note (the “Third Amendment to Sponsor Note”) to the Sponsor to amend the Sponsor Note to change the principal amount to up to $3,611,111.
The issuance of the Third 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 Third 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 Third 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 Third 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.
Additional Information and Where to Find It
In connection with the Business Combination, Melar and Everli intend to file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which will include a proxy statement to Melar shareholders and a prospectus for the registration of Melar’s securities to be issued in connection with the Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of Melar as of a record date to be established for voting on the Business Combination and will contain important information about the Business Combination and related matters. Shareholders of Melar and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Melar, Everli and the Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Melar Acquisition Corp. I, 143 West 72nd Street, 4th Floor, New York, NY 10023, United States, Attn: Gautam Ivatury, Chairman & Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K in each case is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
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BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF MELAR ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
Participants in the Solicitation
Melar, Everli and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Melar’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Melar’s directors and officers in Melar’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Melar’s shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus for the Business Combination when available. Information concerning the interests of Melar’s and Everli’s participants in the solicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the proxy statement/prospectus relating to the Business Combination when it becomes available.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties and the Business Combinations. Melar’s and/or Everli’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. No representations or warranties, express or implied are given in, or in respect of, this Current Report on Form 8-K. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.
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These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination and definitive agreements with respect thereto; (3) the inability to complete the Business Combination, including due to failure to obtain approval of the shareholders of Everli and Melar or other conditions to Closing; (4) the inability to obtain or maintain the listing of the public company’s shares on The Nasdaq Stock Market LLC or another national securities exchange following the Business Combination; (5) the ability of Melar to remain current with its SEC filings; (6) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Melar and Everli after the Closing to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the inability of Everli to implement business plans, forecasts, and other expectations after the completion of the Business Combination; (11) the risk that additional financing in connection with the Business Combination, or additional capital needed following the Business Combination to support Everli’s business or operations, may not be raised on favorable terms or at all; and (12) other risks and uncertainties included in documents filed or to be filed with the SEC by Melar and/or Everli.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement referenced above when available and other documents filed by Melar and Everli from time to time with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. There may be additional risks that neither Melar nor Everli presently knows, or that Melar and/or Everli currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this Current Report on Form 8-K. Past performance by Melar’s or Everli’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Melar’s or Everli’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Melar or Everli will, or may, generate going forward. Neither Melar nor Everli undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this Current Report on Form 8-K, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1+ | Third Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement, dated as of March 30, 2026, by and among Melar Acquisition Corp. I, Everli Global Inc. and a certain stockholder of Everli Global Inc. | |
| 10.2 | Third Amendment to Amended and Restated Promissory Note, issued on March 30, 2026, 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. |
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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: April 2, 2026
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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.
THIRD AMENDMENT TO AMENDED AND RESTATED SECURED PROMISSORY NOTE AND PLEDGE AGREEMENT
This Third Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement (this “Amendment”) is entered into as of March 30, 2026, 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 on September 12, 2025, September 29, 2025 and as it may be further 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, Pledging Stockholder and Payee have agreed to amend and correct the Secured Promissory Note and Pledge Agreement to include an original issue discount of $361,111 which was not reflected in the principal amount of the Loan under 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 $3,250,000” with a reference to “Up to $3,611,111”.
(b) Paragraph 2 of Secured Promissory Note and Pledge Agreement shall be amended by replacing the reference to “Three Million and Two Hundred Fifty Thousand U.S. Dollars ($3,250,000)” with a reference to “Three Million Six Hundred Eleven Thousand One Hundred and Eleven U.S. Dollars ($3,611,111)”.
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 | |||
| Emai: [email protected]: | |||
[Signature Page to Third Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement]
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| 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 Third Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement]
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| 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 Third Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement]
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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.
THIRD AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE
| Principal Amount: |
up to $3,611,111 (including all amounts previously advanced or drawn thereunder) |
Dated as of March 30, 2026 |
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, as amended on September 12, 2025 and September 29, 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 Three Million and Two Hundred Fifty Thousand U.S. Dollars ($3,250,000) to the principal sum of up to Three Million Six Hundred Eleven Thousand One Hundred and Eleven U.S. Dollars ($3,611,111) 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 Third 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 Third Amendment to Promissory Note]