Everli, the Italian e-grocery marketplace, is going public via a merger with Melar Acquisition Corp. I/Cayman (NASDAQ: MACI). The setup is attractive if you believe in grocery digitization in Italy, but shareholders should watch redemption risk, dilution, and whether the financing is fully locked.
Everli, the Italian e-grocery marketplace, is going public via a merger with Melar Acquisition Corp. I/Cayman (NASDAQ: MACI). The setup is attractive if you believe in grocery digitization in Italy, but shareholders should watch redemption risk, dilution, and whether the financing is fully locked.
Deal at a Glance
SPAC partner: Melar Acquisition Corp. I/Cayman
SPAC ticker (trades now): MACI
Implied valuation: $180M pre-money equity value
Expected close: late 2026
Est. first trading date: late 2026
Deal status: Announced
Source filing: SEC S-4 (2026-08-21)
Company Overview
Everli is an Italian e-grocery technology and fulfillment marketplace that connects consumers with grocery retailers through a digital platform. It handles the full chain from online ordering to in-store picking and last-mile delivery, letting retailers offer online grocery without building their own infrastructure or staffing model. The company traces its roots to Verona, Italy, where it started as Supermercato24, and its business is still primarily Italy-focused even though Everli Global Inc. is organized as a Nevada corporation with a New York mailing address.
Scale is real, but still early relative to the size of the grocery market. Everli says it has completed more than 8 million deliveries, works with 2,000+ shoppers, and serves 90+ retail brands; the investor presentation says it operates in over 60 provinces and has partnered with more than 95 retailers, including the 13 largest grocers in Italy. The company is pitching a market that is still underpenetrated: its deck says Italian online grocery penetration is about 2.5%, with the market expected to reach roughly $12.1 billion by 2030.
The SPAC Deal
Everli agreed to merge with Melar Acquisition Corp. I/Cayman, which trades today under the ticker MACI. The merger agreement and press release put Everli’s pre-money equity value at $180 million, subject to increase for certain financings completed before closing. In the no-redemptions pro forma shown in the investor presentation, the deal implies a $243.8 million enterprise value and $313.0 million of pro forma equity value, with net cash of $(69.2 million); that valuation framework excludes warrants.
The trust account is shown at $39.2 million in the no-redemptions case, and the deck explicitly assumes no further redemptions. That makes redemption risk a central issue: if public holders redeem heavily, cash available at closing drops and the economics get tighter. The deck also shows a $30.0 million PIPE that is explicitly labeled not yet committed, plus $10.0 million of bridge financing illustrated as converting into 750,000 shares at closing. Dilution is meaningful: the pro forma share count includes 5,621,622 founder shares, and the presentation excludes both public and private placement warrants, which have an $11.50 strike price. The company says the combined business will be renamed Everli Global Holdings Inc., but the materials reviewed here do not clearly disclose the final post-merger ticker. The July 2025 announcement said closing was expected in Q4 2025 or early 2026, but the August 2026 S-4 shows the deal was still in registration/proxy stage, so the first-trading window has slipped beyond that original target.
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The SPAC route gives Everli a faster path to the public markets than a traditional IPO and lets it present management projections in the merger materials. That matters for a business still building scale in a market that management believes is underpenetrated, because the company can use the public listing to support expansion, white-label rollout, and platform investment while telling a growth story around a large addressable market.
The deal also provides a financing package that can support the business if it closes as structured: trust proceeds, the proposed PIPE, and bridge financing are all part of the capital stack. But the key point for retail investors is that the financing is not fully locked in the materials reviewed here, so the SPAC structure is doing more than just listing the company; it is also serving as the fundraising vehicle that may determine how much cash Everli actually gets at close.
Financial Highlights
Everli’s disclosed operating trend is improving, but the business is still small and not yet at scale. FY2024 came in at about 720,000 orders, $67 million of GTV, and $13.5 million of net revenue. FY2025 improved to about 769,000 orders, $77.9 million of GTV, $16.7 million of net revenue, and $1.1 million of gross profit. The company also said 2024 restructuring helped lift net revenue per order by 20% and cut net losses by 50%, while it completed about 900,000 orders, generated $81 million of GTV, and posted more than a 23% take rate and roughly 22% gross margins.
The balance sheet remains a watch item. The proxy materials say that as of June 30, 2026, Everli had a stockholders’ deficit of about $52.4 million, and one retailer accounted for over 10% of GTV and about 23% of net revenue. Management’s projections are referenced in the fairness materials, but they should be treated as projections, not results. The company’s own deck points to margin expansion from automation, white-label, and take-rate initiatives, but the current numbers show a business still working through profitability and concentration risk.
Risk Factors
The biggest de-SPAC-specific risk is cash leakage at closing. The trust is only $39.2 million in the no-redemptions case, and the deck explicitly assumes no further redemptions. If redemptions are heavy, the cash available to Everli falls, which can pressure the deal economics and the company’s ability to fund growth. A second financing risk is that the $30.0 million PIPE is shown as not yet committed, so the capital stack is not fully locked.
Dilution is another major overhang. Retail holders need to watch the sponsor promote via 5,621,622 founder shares, the public and private placement warrants with an $11.50 strike, the 750,000 bridge shares illustrated at closing, and any additional Everli financings that increase the pre-money value. Beyond the SPAC mechanics, the business itself carries execution risk on white-label rollout and logistics expansion, plus customer concentration: one retailer represented about 23% of net revenue in 1H26. Competition from retailers, food delivery platforms, and other grocery tech models remains a real issue as well.
Comparable Public Companies
The proxy’s valuation work references public comps including Just Eat Takeaway.com (TKWY), and the broader peer set for a grocery-tech marketplace like Everli also includes Instacart (CART), DoorDash (DASH), and Uber (UBER) because all three touch grocery or local commerce in different ways. For a more direct grocery-delivery lens, Ocado (OCDO.L) is also relevant, though its model is more infrastructure-heavy than Everli’s marketplace approach.
On trading context, these names generally give Everli a mixed comp backdrop: Instacart has been the closest pure-play grocery delivery public comp, while DoorDash and Uber trade as larger, more diversified platform businesses. The key takeaway is that Everli is coming public at a much smaller scale than the main public comparables, so the market will likely focus less on headline growth and more on whether the company can convert its retailer relationships into durable margin expansion. The comp set also underscores that Everli is not being valued like a mature grocery retailer; it is being framed as a digital marketplace with operating leverage potential if execution holds.
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The setup favors investors who want a small-cap European grocery-tech story with a clear digital adoption angle, but the deal mechanics matter as much as the business story. Everli is not coming public through a clean IPO; it is coming through MACI with a $180 million pre-money valuation, a $39.2 million trust, a PIPE that is not yet committed, and meaningful dilution from founder shares, warrants, and bridge financing. That means the real question is not just whether Everli can grow, but how much cash actually survives to the balance sheet after redemptions and financing terms are finalized.
What shareholders should watch now is simple: whether the PIPE gets committed, how redemptions come in, and whether the final capitalization still supports the growth plan. The reason this matters now is that the August 2026 S-4 shows the deal is still not closed, so the market is still pricing both the operating company and the SPAC mechanics. If Everli can preserve cash and keep dilution manageable, the public listing could give it a better platform to scale its white-label and marketplace model in an underpenetrated market. If not, the structure could leave the company public with less runway than the headline valuation suggests.
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