1 unchanged sentence
Trading Arrangements
−Removed: During the quarterly period ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the quarterly period ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Additional Information
−Removed: On May 30, 2025, the Company entered into the Everli Note for a principal amount of up to $300,000.
−Removed: The Everli Note is interest bearing at 17.5% per annum and is secured by Everli’s assets.
−Removed: The principal and accrued interest of the Everli Note shall be due and payable on the earliest of:
−Removed: (i) July 29, 2025 if the Term Sheet is terminated by the Company in its sole discretion;
−Removed: (ii) five (5) business days after any other termination of the Term Sheet in accordance with the terms thereof;
−Removed: (iii) five (5) business days after the termination of a definitive agreement for a Business Combination transaction involving Everli and the Company;
−Removed: 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.
−Removed: On May 30, 2025, pursuant to the Sponsor Note, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for working capital purposes.
−Removed: The loan is interest bearing at a rate of 17.5% per annum, unsecured and due on the earliest of:
−Removed: (i) July 29, 2025 if the Term Sheet is terminated by the Company in its sole discretion;
−Removed: (ii) five (5) business days after any other termination of the Term Sheet in accordance with the terms thereof;
−Removed: (iii) five (5) business days after the termination of a definitive agreement for a Business Combination transaction involving Everli and the Company;
−Removed: 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.
−Removed: At June 30, 2025, the Company had borrowed $228,079 and for the three and six months ended June 30, 2025, the Company had incurred $109 in interest, reported as interest expense on Sponsor Loan.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
Description of Exhibit
−Removed: Secured Promissory Note and Pledge Agreement, issued on May 30, 2025 by Everli Global Inc.
−Removed: to Melar Acquisition Corp.
−Removed: Promissory Note, issued on May 30, 2025, by Melar Acquisition Corp.
−Removed: to Melar Acquisition Sponsor I LLC.
+Added: Agreement and Plan of Merger, dated as of July 30, 2025, by and among Melar Acquisition Corp.
+Added: I, MAC I Merger Sub Inc., Everli Global Inc., Melar Acquisition Sponsor I LLC and Salvatore Palella (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on August 5, 2025).
+Added: First Amendment to Agreement and Plan of Merger, dated as of October 2, 2025, by and among Melar Acquisition Corp.
+Added: I, MAC I Merger Sub Inc., Everli Global Inc., Melar Acquisition Sponsor I LLC and Salvatore Palella (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 3, 2025).
+Added: Voting Agreement, dated as of July 30, 2025, by and among Melar Acquisition Corp.
+Added: I, Everli Global Inc.
+Added: and Palella Holdings LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 5, 2025).
+Added: Lock-Up Agreement, dated as of July 30, 2025, by and among Melar Acquisition Corp.
+Added: I, Melar Acquisition Sponsor I LLC and Palella Holdings LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on August 5, 2025).
+Added: Non-Competition and Non-Solicitation Agreement, dated as of July 30, 2025, by and among Melar Acquisition Corp.
+Added: I, Everli Global Inc.
+Added: and Palella Holdings LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on August 5, 2025).
+Added: Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on August 5, 2025).
+Added: Amended and Restated Secured Promissory Note and Pledge Agreement, dated as of August 18, 2025, by and among Melar Acquisition Corp.
+Added: I, Everli Global Inc.
+Added: and a certain stockholder of Everli Global Inc.
+Added: (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 22, 2025).
+Added: Amended and Restated Promissory Note, issued on August 18, 2025, by Melar Acquisition Corp.
+Added: I to Melar Acquisition Sponsor I LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on August 22, 2025).
+Added: First Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement, dated as of September 12, 2025, by and among Melar Acquisition Corp.
+Added: I, Everli Global Inc.
+Added: and a certain stockholder of Everli Global Inc.
+Added: (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 18, 2025).
+Added: First Amendment to Amended and Restated Promissory Note, issued on September 12, 2025, by Melar Acquisition Corp.
+Added: I to Melar Acquisition Sponsor I LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on September 18, 2025).
+Added: Second Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement, dated as of September 29, 2025, by and among Melar Acquisition Corp.
+Added: I, Everli Global Inc.
+Added: and a certain stockholder of Everli Global Inc.
+Added: (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 3, 2025).
+Added: Second Amendment to Amended and Restated Promissory Note, issued on September 29, 2025, by Melar Acquisition Corp.
+Added: I to Melar Acquisition Sponsor I LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on October 3, 2025).
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13 unchanged sentences
Furnished herewith.
+Added: Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: Melar will provide a copy of such omitted materials to the Securities and Exchange Commission 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.
1 unchanged sentence
MELAR ACQUISITION CORP.
−Removed: August 13, 2025
+Added: November 13, 2025
/s/ Gautam Ivatury
2 unchanged sentences
(Principal Executive Officer)
−Removed: August 13, 2025
+Added: November 13, 2025
/s/ Edward Lifshitz
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.