Everli's Path to Wall Street: Italian E-Grocery Giant Taps SPAC

NEW YORK, NY – January 23, 2026 – Italian e-grocery platform Everli Global Inc. has taken a significant step toward a U.S. public listing, as its merger partner, Melar Acquisition Corp. I (NASDAQ: MACI), confidentially submitted a draft registration statement with the U.S. Securities and Exchange Commission. The filing marks a crucial milestone in the proposed business combination, first announced in July 2025, which aims to transform Everli into a publicly traded company on a U.S. exchange.

The move signals progress in a deal that serves as a key test for both the burgeoning European technology sector and the recently revived market for Special Purpose Acquisition Companies (SPACs). For Everli, a successful merger would provide a substantial injection of capital to fuel its growth in the competitive online grocery landscape. For Melar, it represents the culmination of its search for a high-potential private company to bring to the public markets.

A Digital Bridge for Italian Grocers

At the heart of the proposed transaction is Everli's distinct business model, which has established it as a major player in Italy's e-grocery sector. Rather than building its own warehouses and holding inventory, Everli operates as a technology and fulfillment platform that seamlessly integrates with established brick-and-mortar retailers. Through exclusive partnerships with some of Italy’s top grocery chains, the company provides the digital marketplace and logistical backbone for them to offer a premium online shopping experience.

This asset-light approach empowers traditional grocers to compete in the digital age without the prohibitive costs of developing their own e-commerce infrastructure, hiring new staff, or overhauling their operations. The entire process, from a customer placing an order online to the final last-mile delivery, is managed by Everli. A key component of this ecosystem is its network of trained personal shoppers who pick items directly from partner store shelves, ensuring freshness and order accuracy. The company has highlighted that its delivery framework is union-endorsed, a strategic move to ensure fair labor practices and maintain consistent service quality at scale—a persistent challenge in the gig economy.

This model positions Everli as a critical partner for retailers rather than a direct competitor, a distinction that could be crucial for its long-term expansion in a market where established players like Glovo, Deliveroo, and supermarkets' own delivery services are vying for consumer loyalty.

Navigating a Resurgent SPAC Market

The deal is unfolding against the backdrop of a SPAC market that has shown significant signs of life after a prolonged downturn. In 2025, the market saw a notable resurgence, with over 100 SPAC IPOs raising more than $18.7 billion in the first three quarters alone—a dramatic increase from the mere $5.3 billion raised by 34 SPACs during the same period in 2024. This renewed activity, driven by clearer regulations and recovering investor confidence, has made the SPAC route a viable option once again for private companies seeking a faster path to public listing than a traditional IPO.

However, the landscape remains fraught with challenges. Redemption rates—the percentage of SPAC shareholders who choose to redeem their shares for cash rather than participate in a merger—continue to be exceptionally high, frequently exceeding 95%. This persistent trend poses a significant risk to the Melar-Everli transaction, as high redemptions could drastically reduce the amount of cash available in Melar's trust account, which stood at $160 million following its June 2024 IPO. A depleted trust would place greater pressure on the deal's other financing components to ensure the combined company is adequately capitalized.

The Deal's Financial Underpinnings

While the confidential S-4 filing keeps many financial details under wraps, previous announcements outline a transaction that values Everli at a pre-money equity of $180 million. This valuation, however, is subject to adjustments and is contingent on the successful execution of the merger.

Recent developments suggest the path to closing has not been without its hurdles. In October 2025, the merger agreement was amended to extend a deadline for Everli to secure a minimum of $10 million in bridge financing. Subsequently, an affiliate of Melar's own sponsor, Melar Capital Group LLC, stepped in to provide a $7.5 million secured promissory note. The note carries a steep annual interest rate of 17.5%, a figure that may suggest difficulty in securing capital from outside investors on more favorable terms and highlights the pressure to keep the deal on track.

Another notable detail that has emerged is a modification to the sponsor's lock-up agreement. The period during which Melar's sponsor is restricted from selling its founder shares has been reduced from one year post-merger to just six months. Such a concession can sometimes be a necessary negotiation tactic to finalize a complex deal, but it could also be interpreted by investors as a potential reduction in the sponsor's long-term alignment with the post-merger company's success.

What Lies Ahead

With the confidential filing submitted, the next phase depends on feedback from the SEC. Once the commission declares the S-4 registration statement effective, Melar will distribute a definitive proxy statement and prospectus to its shareholders. This document will contain the first comprehensive public disclosure of Everli's audited financials, management's projections, and a detailed list of risk factors associated with the business and the transaction.

Melar's shareholders will then vote on whether to approve the business combination. The transaction's consummation remains subject to this approval, the final redemption rate, and the satisfaction of other customary closing conditions. Should the deal proceed, Everli will gain access to public market capital, which it can deploy to strengthen its market position, invest in technology, and potentially expand its operational footprint. The investment community now awaits the public release of the full registration statement, which will provide the first comprehensive look into Everli's financial health and offer a clearer picture of the risks and rewards associated with this transatlantic public debut.