Item 5. Other Information
Item 5. Other Information
Trading Arrangements
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.
Additional Information
Everli Note
On May 30, 2025, the Company entered into the Everli Note for a principal amount of up to $300,000. The Everli Note is interest bearing at 17.5% per annum and is secured by Everli’s assets.
The principal and accrued interest of the Everli Note shall be due and payable on the earliest of: (i) July 29, 2025 if the Term Sheet is 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.
Sponsor Loan
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. The loan is interest bearing at a rate of 17.5% per annum, unsecured and due on the earliest of: (i) July 29, 2025 if the Term Sheet is 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. 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.
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Report.
No.
Description of Exhibit
10.1+*
Secured Promissory Note and Pledge Agreement, issued on May 30, 2025 by Everli Global Inc. to Melar Acquisition Corp. I
10.2*
Promissory Note, issued on May 30, 2025, by Melar Acquisition Corp. I. to Melar Acquisition Sponsor I LLC.
31.1*
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
31.2*
Certification of the Principal Financial 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
32.1**
Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101)
*
Filed herewith.
**
Furnished herewith.
+
Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
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SIGNATURES
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 thereunto duly authorized.
MELAR ACQUISITION CORP. I
Date: August 13, 2025
By:
/s/ Gautam Ivatury
Name:
Gautam Ivatury
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: August 13, 2025
By:
/s/ Edward Lifshitz
Name:
Edward Lifshitz
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
29
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.