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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):
September 29, 2025
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:
| x |
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 x
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.
First Amendment to Merger Agreement
As previously disclosed, on
July 30, 2025, Melar Acquisition Corp. I, a Cayman Islands exempted company (together with its successors, “Melar) entered into
an Agreement and Plan of Merger (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”).
On October 2, 2025, the
parties to the Merger Agreement entered into the First Amendment to Agreement and Plan of Merger (the “First Amendment to
Merger Agreement”), pursuant to which, the deadline for Everli to procure at least $10,000,000 in Bridge Financing (as defined
in the Merger Agreement), the failure of which entitles Everli to terminate the Merger Agreement, has been extended from September
30, 2025 to October 21, 2025.
A copy of the First Amendment
to Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing
description of the First Amendment to Merger Agreement is qualified in its entirety by reference thereto.
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 (the “Everli Note”), with Everli, and a certain stockholder of Everli (the “Pledging Stockholder”) for
the aggregate principal amount of up to $1,250,000. On September 29, 2025, the parties to the Everli Note entered into Second Amendment
to Amended and Restated Secured Promissory Note and Pledge Agreement (the “Second Amendment to Everli Note”) to increase the
principal amount to up to $3,250,000.
A copy of the Second 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 Second 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 (the “Sponsor Note”),
in the aggregate principal amount of up to $1,250,000 to the Sponsor. On September 29, 2025, Melar issued Second Amendment to Amended
and Restated Promissory Note (the “Second Amendment to Sponsor Note”) to the Sponsor to amend the Sponsor Note to increase
the principal amount to up to $3,250,000.
The issuance of the Second
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 Second 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 Second 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 Second 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.
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.
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 |
| 2.1+ |
|
First
Amendment to Agreement and Plan of Merger, dated as of October 2, 2025, by and among Melar Acquisition Corp. I, MAC I Merger Sub
Inc., Everli Global Inc., Melar Acquisition Sponsor I LLC and Salvatore Palella. |
| 10.1+ |
|
Second Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement, dated as of September 29, 2025, by and among Melar Acquisition Corp. I, Everli Global Inc. and a certain stockholder of Everli Global Inc. |
| 10.2 |
|
Second Amendment to Amended and Restated Promissory Note, issued on September 29, 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: October 3, 2025
