Melar Acquisition Corp. I filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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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