Business Context and Reporting Period
Melar Acquisition Corp. I (MACI), a Cayman Islands exempted company and emerging growth company, filed this Form 8-K on August 18, 2025. The filing discloses the entry into material definitive agreements to amend and restate existing promissory notes related to a proposed business combination with Everli Global Inc. (Everli).
Key Financial Metrics and Agreements
The filing details two primary financial instruments amended on August 18, 2025:
- Amended Everli Note: A secured promissory note allowing Everli to borrow up to $1,000,000 from MACI. The initial balance is $323,434.30, which includes the rolled-over principal and interest from the original note ($291,090.87) plus a 10% original issue discount. The note bears interest at 17.5% compounded annually and is secured by Everli's assets and pledged equity.
- Amended Sponsor Note: An unsecured promissory note issued by MACI to its sponsor, Melar Acquisition Sponsor I LLC, for up to $1,000,000. The initial balance is $323,434.30, mirroring the Everli Note structure with a 10% original issue discount. It bears interest at 17.5% per annum.
Proceeds from the Sponsor Note are restricted solely to funding the Everli Note. Repayment of the Sponsor Note is contingent upon the repayment of the Everli Note.
Material Changes Versus Prior Period
On August 18, 2025, MACI amended and restated agreements originally executed on May 30, 2025. Key changes include:
- Increased Borrowing Capacity: The maximum principal amount for both the Everli Note and Sponsor Note increased from $300,000 to $1,000,000.
- Original Issue Discount (OID): A 10% OID was introduced on the amended notes, increasing the initial recorded balance to $323,434.30 for both instruments.
- Repayment Triggers: The Everli Note repayment is now tied to the closing of the Merger Agreement, its termination, or Everli receiving $5,000,000 in bridge financing proceeds. The Sponsor Note repayment is strictly contingent on the repayment of the Everli Note.
- Use of Proceeds: Funds are restricted to transaction expenses related to the Merger Agreement or general corporate purposes agreed upon by MACI.
Outlook, Risks, and Contingencies
The financial obligations described are directly contingent on the success of the proposed business combination between MACI and Everli. The filing notes that the Amended Everli Note is secured by a continuing security interest in Everli's assets and a pledge of shares by a stockholder. The Sponsor Note is unsecured, and MACI's ability to repay it relies entirely on the collection of funds from Everli. If the Merger Agreement is terminated or Everli fails to secure bridge financing, repayment obligations may be accelerated.
Investor Verification Checklist
- Verify the status of the Merger Agreement dated July 30, 2025, between MACI and Everli.
- Confirm whether Everli has received the $5,000,000 in bridge financing proceeds that would trigger repayment.
- Review the collateral value of Everli's assets and the Pledged Shares securing the Everli Note.
- Assess the financial health of Everli Global Inc. to determine the likelihood of repayment to MACI.
- Monitor for any termination of the Merger Agreement, which would trigger immediate repayment obligations.