{"url_path":"/sec/maciw/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2016221/0001213900-26-056615-index.html","accession_number":"0001213900-26-056615","cik":"0002016221","ticker":"MACI","issuer_name":"Melar Acquisition Corp. I/Cayman","edgar_url":"https://www.sec.gov/Archives/edgar/data/2016221/0001213900-26-056615-index.html","primary_entity_key":"0002016221","primary_entity_name":"Melar Acquisition Corp. I/Cayman"},"word_count":1965,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01 Entry into\na Material Definitive Agreement.**\n\n \n\nOn\nMay 8, 2026, Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Melar Capital Group LLC, a\nNew York limited liability company (“Melar Capital”) (collectively and individually, the “Melar Lender”) entered\ninto an Intercreditor Agreement (the “Intercreditor Agreement”) with YA II PN, Ltd., a Cayman Islands exempt limited company\n(the “YA Lender”), Everli Global Inc., a Nevada corporation, for itself and on behalf of its subsidiaries (collectively, “Everli”),\nSalvatore Palella, a resident of the State of Connecticut (“Palella”), and Palella Holdings LLC, a Delaware limited liability\ncompany (the “Pledging Stockholder”). The Intercreditor Agreement governs the respective rights, priorities and obligations\nof the Melar Lender and the YA Lender with respect to all indebtedness, liabilities and obligations of Everli, its subsidiaries, the Pledging\nStockholder, Palella, and certain other guarantors and pledgors under the applicable loan documents, owed to the Melar Lender and the\nYA Lender under certain promissory notes issued by Everli to each of the Melar Lender and the YA Lender (collectively, the “Lender\nIndebtedness”), and the related guarantees and security interests.\n\n \n\nPursuant to the Intercreditor\nAgreement, the Melar Lender and the YA Lender have agreed that the indebtedness evidenced by promissory notes issued to the Melar Lender\nand the promissory notes issued to the YA Lender shall rank pari passu in right of payment and security, without preference or priority\nof any kind, such that each lender is entitled to share equally and ratably in any payments, proceeds or recoveries with respect thereto.\nIn furtherance of this arrangement, the Intercreditor Agreement provides that all principal payments, prepayments, and other distributions\nmade by or on behalf of Everli in respect of the Lender Indebtedness shall be applied and distributed to the Melar Lender and the YA Lender\non a pro rata basis in accordance with the outstanding amounts owed to each such lender. Payments of accrued interest, fees or premiums\nunder the terms of the promissory notes, attorneys fees and expenses and the conversion amount of outstanding loans and certain other\nspecified items are excluded from the allocation of pari passu payments. Everli is also required to provide prior written notice to both\nlenders, at least three (3) business days in advance, of any intended principal payment.\n\n \n\nThe Intercreditor Agreement\nprovides that the Melar Lender and the YA Lender will share, on an equal and pari passu basis, a first-priority, perfected security interest\nin Everli’s collateral which consists of substantially all assets of Everli and its subsidiaries, and Everli may not grant a lien\nto one lender without granting a substantially similar lien to the other, subject to customary exceptions. Each lender has also consented\nto the other’s loan documents and agreed that such arrangements do not constitute a default under its own financing agreements.\n\n \n\nIn addition, the Intercreditor\nAgreement establishes a bailment structure pursuant to which, upon the YA Lender funding at least $5,000,000, the Melar Lender will transfer\npossession of certain pledged collateral to the YA Lender to hold as bailee for both lenders. The Intercreditor Agreement further provides\nfor coordination between the lenders in the event of bankruptcy or insolvency proceedings, including waivers of certain rights, to ensure\nan orderly and equitable distribution of proceeds.\n\n \n\nAside from the relationship\ncontemplated by the Intercreditor Agreement, there is no material relationship between the Company and YA Lender. As previously disclosed,\nthe Company entered into an Agreement and Plan of Merger, dated as of July 30, 2025 and as amended on October 2, 2025 and December 8,\n2025 (the “Merger Agreement”), with Everli, Palella and other parties named therein, with the Pledging Stockholder as the\nmajority shareholder of Everli, for a proposed business combination (the “Business Combination”).\n\n \n\nThe foregoing description\nof the Intercreditor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Intercreditor\nAgreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\n1\n\n \n\n \n\n**Additional Information\nand Where to Find It**\n\n \n\nIn\nconnection with the Business Combination, Melar and Everli intend to file a registration statement on Form S-4 (the “Registration\nStatement”) with the Securities and Exchange Commission (the “SEC”), which will include a proxy statement to Melar shareholders\nand a prospectus for the registration of Melar’s securities to be issued in connection with the Business Combination. After the\nRegistration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be\nmailed to the shareholders of Melar as of a record date to be established for voting on the Business Combination and will contain important\ninformation about the Business Combination and related matters. Shareholders of Melar and other interested persons are advised to read,\nwhen available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will\ncontain important information about Melar, Everli and the Business Combination. Shareholders and other interested persons will also be\nable to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials\nin connection with the Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing\na request to: Melar Acquisition Corp. I, 143 West 72nd Street, 4th Floor, New York, NY 10023, United States, Attn: Gautam Ivatury, Chairman\n& Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this Current\nReport 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.\n\n \n\nBEFORE\nMAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF MELAR ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS\nAND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE\nBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.\n\n \n\n**Participants in\nthe Solicitation**\n\n \n\nMelar,\nEverli and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be\ndeemed to be participants in the solicitation of proxies of Melar’s shareholders in connection with the Business Combination. Investors\nand security holders may obtain more detailed information regarding the names, affiliations and interests of Melar’s directors and\nofficers in Melar’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation\nof proxies to Melar’s shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus\nfor the Business Combination when available. Information concerning the interests of Melar’s and Everli’s participants in\nthe solicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth in\nthe proxy statement/prospectus relating to the Business Combination when it becomes available.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis\nCurrent Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities\nand 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,\nnor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior\nto registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except\nby means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. \n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report on Form 8-K contains forward-looking statements within the meaning of the U.S. federal securities laws with respect to\nthe parties and the Business Combinations. Melar’s and/or Everli’s actual results may differ from their expectations, estimates\nand projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking\nstatements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions\nand other statements that are other than statements of historical facts. No representations or warranties, express or implied are given\nin, or in respect of, this Current Report on Form 8-K. These forward-looking statements generally are identified by the words “believe,”\n“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”\n“future,” “opportunity,” “potential,” “plan,” “may,” “should,”\n“will,” “would,” “will be,” “will continue,” “will likely result,” and similar\nexpressions.\n\n \n\n2\n\n \n\n \n\nThese\nforward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not\nlimited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement\nwith respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against the parties following\nthe announcement of the Business Combination and definitive agreements with respect thereto; (3) the inability to complete the Business\nCombination, including due to failure to obtain approval of the shareholders of Everli and Melar or other conditions to closing of the\nBusiness Combination (the “Closing”); (4) the inability to obtain or maintain the listing of the public company’s shares\non The Nasdaq Stock Market LLC or another national securities exchange following the Business Combination; (5) the ability of Melar to\nremain current with its SEC filings; (6) the risk that the Business Combination disrupts current plans and operations as a result of the\nannouncement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination,\nwhich may be affected by, among other things, competition, the ability of Melar and Everli after the Closing to grow and manage growth\nprofitably and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations;\n(10) the inability of Everli to implement business plans, forecasts, and other expectations after the completion of the Business Combination;\n(11) the risk that additional financing in connection with the Business Combination, or additional capital needed following the Business\nCombination to support Everli’s business or operations, may not be raised on favorable terms or at all; and (12) other risks and\nuncertainties included in documents filed or to be filed with the SEC by Melar and/or Everli.\n\n \n\nThe\nforegoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties\ndescribed in the “Risk Factors” section of the Registration Statement referenced above when available and other documents\nfiled by Melar and Everli from time to time with the SEC. These filings will identify and address other important risks and uncertainties\nthat could cause actual events and results to differ materially from those contained in the forward-looking statements. You should not\nplace undue reliance upon any forward-looking statements, which speak only as of the date made. There may be additional risks that neither\nMelar nor Everli presently knows, or that Melar and/or Everli currently believe are immaterial, that could cause actual results to differ\nfrom those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned\nnot to place undue reliance upon any forward-looking statements in this Current Report on Form 8-K. Past performance by Melar’s\nor Everli’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not\nplace undue reliance on the historical record of the performance of Melar’s or Everli’s management teams or businesses associated\nwith them as indicative of future performance of an investment or the returns that Melar or Everli will, or may, generate going forward.\nNeither Melar nor Everli undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances\nthat arise after the date of this Current Report on Form 8-K, except as required by applicable law."}