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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported): May 27, 2026
Melar Acquisition Corp.
I
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-42134 |
|
87-1634103 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 143 West 72nd Street, 4th Floor, New York, NY |
|
10023 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (702) 781-1120
Not Applicable
(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 |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
MACIU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
MACI |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
MACIW |
|
The Nasdaq 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.
On May 27, 2026, Melar Acquisition
Corp. I, a Cayman Islands exempted company (“Melar”), and Melar Capital Group LLC, a New York limited liability company (“MCG”)
(collectively and individually, the “Melar Lender”) entered into an Intercreditor Agreement (the “Agile Intercreditor
Agreement”) with Agile Capital Funding, LLC, a New York limited liability company, in its capacity as collateral agent (“Agile
Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Agile Lender”; and Agile Collateral
Agent and Agile Lender herein collectively, “Agile Parties”) and YA II PN, Ltd., a Cayman Islands exempt limited company (the
“YA Lender”), and which was acknowledged by Everli Global Inc., a Nevada corporation, for itself and on behalf of its subsidiaries
(collectively, “Everli”), Salvatore Palella, a resident of the State of Connecticut (“Palella”), and Palella Holdings
LLC, a Delaware limited liability company (“Palella Holdings”). The Agile Intercreditor Agreement governs the respective rights,
priorities and obligations of the Agile Parties, the Melar Lender and the YA Lender with respect to all indebtedness, liabilities and
obligations of Everli, its subsidiaries, Palella Holdings, Palella, and certain other guarantors and pledgors under the applicable loan
documents, owed to the Agile Parties, the Melar Lender and the YA Lender under certain promissory notes issued by Everli to each of the
Agile Parties, the Melar Lender and the YA Lender, and the related guarantees and security interests.
Pursuant to the Agile Intercreditor
Agreement, the Agile Parties have agreed that they are subordinate lenders to each of the Melar Lender and the YA Lender (the Melar Lender
and the YA Lender, collectively the “Senior Creditors”), and that all indebtedness owed by Palella Holdings and Palella to
the Agile Parties is and shall be junior and subordinate in right of payment and security to the indebtedness evidenced by the promissory
notes issued to the Melar Lender and the promissory notes issued to the YA Lender.
Pursuant to the Agile Intercreditor
Agreement, Everli and the Agile Parties have agreed that all obligations under the Subordinated Obligations (as defined in the Agile Intercreditor
Agreement) are expressly subordinated in right and time of payment to Everli’s Senior Obligations due to the Senior Creditors until
such time as the Senior Obligations have been paid in full (such date, the “Final Payout Date”). Prior to the Final Payout
Date, Palella Holdings and Palella are restricted from making, and the Agile Parties are restricted from accepting any payments or distributions
on account of the Subordinated Obligations, other than expressly permitted payments. In addition, in the event of any insolvency or similar
proceeding, all distributions that would otherwise be payable to the Agile Parties must instead be paid directly to the Senior Creditors
until the Senior Obligations have been satisfied in full.
The Agile Parties also consented
to the terms of the loans from the Melar Lender and the YA Lender to Everli and acknowledged that the entry into the loan documents related
to such loans was not an event of default under the loan documents between the Agile Parties and Palella Holdings and Palella. In addition,
there are no restrictions on Palella Holdings and Palella granting security interests and liens on their assets to the Melar Lender and
the YA Lender and making cash payments to the Melar Lender and the YA Lender in satisfaction of their respective loans.
The Agile Intercreditor Agreement
further provides for customary enforcement and standstill provisions, including prohibiting the Agile Parties from taking any enforcement
actions, challenging the validity or priority of the Senior Obligations, or participating in insolvency proceedings without the Senior
Creditors’ prior written consent. The Agile Parties have also agreed to turnover provisions requiring any improperly received payments
or collateral to be held in trust for and remitted to the Senior Creditors, as well as limitations on transfers or amendments of the Subordinated
Obligations without the Senior Creditors’ approval. The subordination provisions are intended to be enforceable under applicable
bankruptcy laws and will remain effective notwithstanding certain adverse actions affecting the Senior Obligations, including avoidance,
invalidation, or restructuring in insolvency proceedings.
Aside from the relationship
contemplated by the Agile Intercreditor Agreement, there is no material relationship between Melar, Agile Parties and YA Lender. As previously
disclosed, Melar entered into an Agreement and Plan of Merger, dated as of July 30, 2025 and as amended on October 2, 2025 and December
8, 2025 (the “Merger Agreement”), with Everli, Palella and other parties named therein, with Palella Holdings as the majority
shareholder of Everli, for a proposed business combination (the “Business Combination”).
The foregoing description
of the Agile Intercreditor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the Agile Intercreditor Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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.
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 of 1933, as amended, 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.
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 of the
Business Combination (the “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+† |
|
Intercreditor Agreement, dated as of May 27, 2026, by and among Melar Acquisition Corp. I, Melar Capital Group LLC, Agile Capital Funding, LLC, Agile Lending, LLC, YA II PN, Ltd., Everli Global Inc., Salvatore Palella, and Palella Holdings LLC. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + |
Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Melar will provide a copy of such omitted materials to the SEC or its staff upon request. |
| † |
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: June 2, 2026
