Melar Acquisition Corp. I (MACIW) lifts Everli and sponsor notes to $1.25M

Rhea-AI Filing Summary

Melar Acquisition Corp. I reported amendments to two key promissory notes that increase its available borrowing capacity. The company’s secured promissory note and pledge agreement with Everli Global Inc. and a pledging stockholder, originally for up to $1,000,000, was amended on September 12, 2025 to raise the aggregate principal amount to up to $1,250,000. On the same date, Melar also amended its existing promissory note with its sponsor, Melar Acquisition Sponsor I LLC, increasing that note’s aggregate principal amount from up to $1,000,000 to up to $1,250,000. The sponsor amendment creates a direct financial obligation for the company and was issued under the private offering exemption in Section 4(a)(2) of the Securities Act.

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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 12, 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.

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

FAQ

What did Melar Acquisition Corp. I (MACIW) disclose in this 8-K?

Melar Acquisition Corp. I disclosed that it amended two existing promissory notes on September 12, 2025, increasing the maximum principal on each from up to $1,000,000 to up to $1,250,000. One note is with Everli Global Inc. and a pledging stockholder, and the other is with its sponsor, Melar Acquisition Sponsor I LLC.

How much did the Everli Global Inc. note increase for MACIW?

The Amended and Restated Secured Promissory Note and Pledge Agreement with Everli Global Inc. and a pledging stockholder, originally for an aggregate principal amount of up to $1,000,000, was amended on September 12, 2025 to increase the principal amount to up to $1,250,000.

What change was made to the sponsor promissory note for Melar Acquisition Corp. I?

The Amended and Restated Promissory Note issued to Melar Acquisition Sponsor I LLC was amended through a First Amendment to increase the aggregate principal amount from up to $1,000,000 to up to $1,250,000. This amendment is treated as a direct financial obligation of the company.

Under what exemption was the amended sponsor note of MACIW issued?

The First Amendment to the Amended and Restated Promissory Note issued to Melar Acquisition Sponsor I LLC was made under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Who are the main counterparties to Melar Acquisition Corp. I in these amended notes?

The main counterparties are Everli Global Inc. and a certain stockholder of Everli Global Inc. under the secured promissory note and pledge agreement, and Melar Acquisition Sponsor I LLC, the company’s sponsor, under the amended sponsor promissory note.

What exhibits related to these MACIW promissory note amendments were filed?

The company filed Exhibit 10.1, the First Amendment to the Amended and Restated Secured Promissory Note and Pledge Agreement dated September 12, 2025, and Exhibit 10.2, the First Amendment to the Amended and Restated Promissory Note issued on the same date to Melar Acquisition Sponsor I LLC, along with Exhibit 104 for the cover page interactive data file.