Melar Acquisition Corp. I/Cayman 8-K

What Happened
On May 27, 2026, Melar Acquisition Corp. I and Melar Capital Group LLC (the “Melar Lender”) entered an Intercreditor Agreement with Agile Capital Funding, LLC and Agile Lending, LLC (the “Agile Parties”), YA II PN, Ltd. (the “YA Lender”), Everli Global Inc., Salvatore Palella and Palella Holdings LLC. The Agile Parties agreed they are junior (subordinate) lenders to the Melar Lender and YA Lender (the “Senior Creditors”). All indebtedness of Palella Holdings and Salvatore Palella to the Agile Parties is subordinated in payment and security to the promissory notes owed to the Senior Creditors until the Senior Obligations are paid in full (the “Final Payout Date”).

Key Details

• Agreement date: May 27, 2026; filed as Exhibit 10.1 to the 8-K.
• Subordination: Agile lenders’ claims and security interests are junior to Melar’s and YA II PN’s loans; Agile cannot receive payments on subordinated obligations (other than permitted payments) before Final Payout Date.
• Enforcement/standstill: Agile Parties are restricted from enforcing, challenging priority, or participating in insolvency actions without Senior Creditors’ written consent; improperly received funds/collateral must be turned over to Senior Creditors.
• Context: This arrangement relates to the previously disclosed Merger Agreement between Melar and Everli (July 30, 2025, as amended); Melar and Everli intend to file a Form S-4 in connection with the Business Combination.

Why It Matters
For investors, this agreement legally changes creditor priority tied to the planned Everli business combination: Melar and YA II PN will have senior claims and security over certain loans and collateral, reducing recovery prospects for Agile lenders until Senior Obligations are satisfied. That affects creditor rights in a default or insolvency scenario and helps secure the financing structure supporting the proposed merger. The filing is procedural disclosure of that creditor hierarchy and related restrictions; Melar and Everli will provide more details in the upcoming S-4/proxy materials.