Item 5. Other Information
Item 5. Other Information
Trading Arrangements
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
None.
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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
2.1+†
Agreement and Plan of Merger, dated as of July 30, 2025, by and among Melar Acquisition Corp. 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).
2.2†
First Amendment to Agreement and Plan of Merger, dated as of October 2, 2025, by and among Melar Acquisition Corp. 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).
10.1†
Voting Agreement, dated as of July 30, 2025, by and among Melar Acquisition Corp. I, Everli Global Inc. 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).
10.2†
Lock-Up Agreement, dated as of July 30, 2025, by and among Melar Acquisition Corp. 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).
10.3†
Non-Competition and Non-Solicitation Agreement, dated as of July 30, 2025, by and among Melar Acquisition Corp. I, Everli Global Inc. 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).
10.4†
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).
10.5†
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. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 22, 2025).
10.6
Amended and Restated Promissory Note, issued on August 18, 2025, by Melar Acquisition Corp. 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).
10.7†
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. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 18, 2025).
10.8
First Amendment to Amended and Restated Promissory Note, issued on September 12, 2025, by Melar Acquisition Corp. 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).
10.9†
Second Amendment to Amended and Restated Secured Promissory Note and Pledge Agreement, dated as of September 29, 2025, by and among Melar Acquisition Corp. I, Everli Global Inc. and a certain stockholder of Everli Global Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 3, 2025).
10.10
Second Amendment to Amended and Restated Promissory Note, issued on September 29, 2025, by Melar Acquisition Corp. 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).
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
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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 schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. 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.
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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: November 13, 2025
By:
/s/ Gautam Ivatury
Name:
Gautam Ivatury
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: November 13, 2025
By:
/s/ Edward Lifshitz
Name:
Edward Lifshitz
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
31
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.