Melar Acquisition Corp. I/Cayman Enters Material Agreement

TL;DR

Melar Acquisition Corp. I/Cayman just signed a big deal, could be a SPAC merger incoming.

AI Summary

Melar Acquisition Corp. I/Cayman entered into a material definitive agreement on August 18, 2025. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The company is a blank check company focused on real estate and construction.

Why It Matters

This filing signifies a significant step for Melar Acquisition Corp. I/Cayman, potentially leading to a business combination or a new financial commitment.

Risk Assessment

Risk Level: medium — As a blank check company, Melar Acquisition Corp. I/Cayman's primary risk lies in its ability to identify and complete a successful business combination.

Key Numbers

• 11.50 — Warrant Exercise Price (Indicates the price at which warrants can be exercised for ordinary shares.)

Key Players & Entities

• Melar Acquisition Corp. I/Cayman (company) — Registrant
• August 18, 2025 (date) — Date of earliest event reported
• 6770 (number) — Standard Industrial Classification for Blank Checks

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share MACI The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 per share MACIW The Nasdaq Stock Ma
• $300,000 — the aggregate principal amount of up to $300,000. Under the terms of the Original Everli
• $150,000 b — w up to $300,000 from the Company, with $150,000 being loaned to Everi on the initial issu
• $5,000,000 — i's receipt of at least an aggregate of $5,000,000 in proceeds under a $10 million senior
• $10 million — egate of $5,000,000 in proceeds under a $10 million senior secured convertible loan as cont
• $1,000,000 — ed Everli Note, Everli can borrow up to $1,000,000, including an original issue discount o
• $291,090.87 — owed under the Original Everli Note of $291,090.87 were rolled into the principal amount o
• $323,434.30 — added on top, for an initial balance of $323,434.30. Any future loans under the Amended Eve
• $90,000 — f example, if the amount of the loan is $90,000, the principal amount of the Amended Ev
• $100,000 — he Amended Everli Note will increase by $100,000). The proceeds of the loans under the A

Filing Documents

• tm2524169d1_8k.htm (8-K) — 44KB
• tm2524169d1_ex10-1.htm (EX-10.1) — 75KB
• tm2524169d1_ex10-2.htm (EX-10.2) — 25KB
• 0001104659-25-081970.txt ( ) — 392KB
• maci-20250818.xsd (EX-101.SCH) — 4KB
• maci-20250818_def.xml (EX-101.DEF) — 27KB
• maci-20250818_lab.xml (EX-101.LAB) — 38KB
• maci-20250818_pre.xml (EX-101.PRE) — 25KB
• tm2524169d1_8k_htm.xml (XML) — 7KB

01 Entry Into

Item 1.01 Entry Into a Material Definitive Agreement. Everli Note As previously disclosed, on May 30, 2025, Melar Acquisition Corp. I, a Cayman Islands exempted company (the "Company"), entered into a secured promissory note and pledge agreement (the "Original Everli Note") with Everli Global Inc., a Nevada corporation ("Everli"), and a certain stockholder of Everli (the "Pledging Stockholder") for the aggregate principal amount of up to $300,000. Under the terms of the Original Everli Note, Everli could borrow up to $300,000 from the Company, with $150,000 being loaned to Everi on the initial issuance date of the Note. The proceeds of the loans under the Original Everli Note could only be used by Everli to pay for transaction expenses incurred in connection with the transactions contemplated by that certain non-binding term sheet, dated April 16, 2025, by and between the Company and Everli (the "Term Sheet"). The Original Everli Note bore interest at an annual compounded rate of 17.5% and was secured by a continuing security interest in all of Everli's and its subsidiaries' property and assets, and a pledge of equity interests by the Pledging Stockholder as collateral (the "Pledged Shares"). The principal and accrued interest of the Original Everli Note was due and payable on the earliest of: (i) July 29, 2025 if the Term Sheet was terminated by the Company in its sole discretion; (ii) five (5) business days after any other termination of the Term Sheet in accordance with the terms thereof; (iii) five (5) business days after the termination of a definitive agreement for a business combination transaction involving Everli and the Company; and (iv) five (5) business days after Everli's receipt of at least an aggregate of $5,000,000 in proceeds under a $10 million senior secured convertible loan as contemplated under the Term Sheet. On August 18, 2025, the Company, Everli and the Pledging Stockholder entered into an amended and restated secured promissory note a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1+ Amended and Restated Secured Promissory Note and Pledge Agreement, dated as of August 18, 2025, by and among Melar Acquisition Corp. I, Everli Global Inc. and a certain stockholder of Everli Global Inc. 10.2 Amended and Restated Promissory Note, issued on August 18, 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: August 22, 2025

View Full Filing

View this 8-K filing on SEC EDGAR