Melar Acquisition Corp. I/Cayman 8-K

What Happened
Melar Acquisition Corp. I (and Melar Capital Group LLC) announced on May 8, 2026 that they entered an Intercreditor Agreement with YA II PN, Ltd., Everli Global Inc., Everli’s majority shareholder (Palella Holdings LLC) and related parties. The agreement makes the promissory notes owed to Melar and to YA rank pari passu (equal) for payment and security, establishes pro rata distribution of principal payments, and creates a shared first‑priority security interest in substantially all of Everli’s and its subsidiaries’ assets. The filing notes this arrangement in connection with the previously disclosed Merger Agreement between Melar and Everli for a proposed business combination.

Key Details

• Date: Intercreditor Agreement dated May 8, 2026.
• Parties: Melar Acquisition Corp. I and Melar Capital Group LLC (Melar Lender) and YA II PN, Ltd. (YA Lender); counterparties include Everli Global Inc., Salvatore Palella, and Palella Holdings LLC.
• Pari passu terms: Melar’s and YA’s promissory notes rank equally in payment and security; principal payments and distributions to be applied pro rata to each lender.
• Carveouts and mechanics: accrued interest, fees, attorneys’ fees and conversion amounts are excluded from the pari passu allocation; Everli must give at least 3 business days’ written notice of intended principal payments; a bailment structure transfers pledged collateral to YA if YA funds at least $5,000,000.

Why It Matters
For investors, this means Melar’s loan exposure to Everli will be aligned with YA II PN, Ltd., sharing equally in recoveries and collateral rather than holding senior priority. That affects how recoveries would be distributed in a default or insolvency and reflects coordination of creditor rights ahead of the proposed business combination. Melar notes no other material relationship with YA; shareholders should review the forthcoming Form S-4/proxy statement for full details on the financing and how it relates to the Merger.