Italian Cashmere Giant Zanieri Goes Public in US via Everlert Merger

LOS ANGELES, CA – December 30, 2025 – In a strategic maneuver bridging Italian craftsmanship with American capital markets, luxury apparel company Zanieri has completed a reverse merger with Everlert, Inc. (OTC: EVLI), effectively securing a U.S. public listing and charting an ambitious course for global expansion. The deal, announced today, positions the Umbria-based cashmere specialist as the controlling shareholder of Everlert, integrating its established European operations into the publicly traded company.

The transaction marks a pivotal moment for both entities. For Zanieri, it provides a powerful platform to accelerate growth, particularly into the lucrative U.S. market, and to transition from a behind-the-scenes manufacturing powerhouse into a globally recognized consumer brand. For Everlert, the merger completes a dramatic corporate turnaround, transforming it from a shell company emerging from custodianship into a vehicle for a substantial, revenue-generating luxury business.

A Strategic Union of Craft and Capital

The complex transaction was finalized through a series of definitive agreements that resulted in Zanieri acquiring control of Everlert. By acquiring Everlert's Series G Super-Voting Preferred Stock and receiving newly issued Series D Preferred Stock, Zanieri’s leadership has firmly taken the helm. Its management team, operational assets, and business plans are now housed within the Everlert public structure, setting the stage for its next chapter.

A reverse merger allows a private company like Zanieri to go public more quickly than through a traditional initial public offering (IPO) by merging with an existing public shell company. This move gives Zanieri immediate access to public markets for future capital raises to fund its expansion.

Richard Hawkins, CEO of Everlert, described the deal as a turning point. "This merger completes Everlert's transition into a public company with a real operating business, meaningful scale, and international reach," he stated. "Zanieri is not simply a fashion brand. It is an industrial luxury platform with proprietary processes, deep manufacturing expertise, and a clear strategy for global expansion."

Echoing this sentiment, Zanieri CEO Roberto Carmine Cosentino emphasized the strategic acceleration the merger provides. "Becoming part of a U.S. public company gives us the ability to invest further in innovation, expand internationally, and bring our approach to premium apparel to a much broader market, while remaining true to our heritage," Cosentino said. "Our strong European foundation and proven operating model provide the platform for disciplined expansion into the United States and beyond."

From Turnaround to Luxury Vehicle: The Everlert Story

The deal is equally significant for Everlert, Inc., representing the culmination of a strenuous corporate rebirth. The company recently concluded a court-appointed custodianship, a period typically indicative of past operational or governance challenges. Having completed what it describes as extensive "corporate compliance and remediation efforts," Everlert has resumed full governance under its appointed officers and directors.

This merger provides the company with a tangible, high-value operating business, a stark contrast to its previous status. In preparation for this new era, Everlert has been diligently working to re-establish its regulatory standing. The company has submitted its required disclosures to OTC Markets, which are currently under review. Furthermore, it is in the process of engaging a PCAOB-registered audit firm, a critical step toward providing audited financial statements to investors.

These actions signal a clear intent to move beyond the less-regulated tiers of the over-the-counter market. Everlert is actively evaluating a potential uplisting to a national securities exchange, such as the NASDAQ or NYSE. Such a move, contingent on meeting stringent regulatory and financial requirements, would grant the company greater visibility, liquidity, and access to a broader base of institutional investors, fully legitimizing its transformation.

The Zanieri Playbook: Heritage Meets High-Tech

At the heart of this new public entity is Zanieri's formidable operational base in Umbria, Italy, a region renowned as the country's "cashmere capital." The company prides itself on a vertically integrated production model, controlling every step of the process from raw yarn selection and proprietary dye science to the final assembly of garments. This comprehensive oversight ensures a level of quality, traceability, and sustainability that is difficult for competitors to replicate.

Historically, the majority of Zanieri's business—over 70% of its revenues—has been generated from "white labelling," producing high-end knitwear for many of the world's leading luxury brands. While this has proven its manufacturing excellence, the company's forward-looking strategy is to pivot, building the Zanieri name into a brand that generates the bulk of its own revenue.

Fueling this ambition is a blend of tradition and technology. Zanieri has developed a proprietary remote tailoring and customization platform, a system that allows international clients to order bespoke garments without an in-person fitting. This technology is key to scaling its made-to-measure offerings globally, serving a discerning clientele through non-traditional channels like hospitality and B2B partnerships. The company's commitment to sustainability is also a core tenet, with collections produced using certified organic wool, organic cotton, recycled fibers, and traceable-origin cashmere, appealing to the modern luxury consumer who values ethical production.

Conquering the American Market

With European operations accounting for approximately 95% of its 2025 gross sales, the United States represents the next major frontier for Zanieri. The global luxury knitwear market, valued at over $12 billion in 2024, is projected to grow significantly, and the U.S. is a critical piece of that puzzle. Zanieri's strategy is twofold: physical retail and direct-to-consumer e-commerce.

A flagship mono-brand store is planned for New York City, intended to be an "experiential and cultural environment" that showcases the brand's Mediterranean heritage and commitment to craftsmanship. This move places Zanieri squarely in a fiercely competitive arena, alongside established Italian powerhouses like Loro Piana, Brunello Cucinelli, and Zegna, all of which have a strong presence in the U.S.

However, Zanieri aims to carve out a distinct niche. The company is positioning itself in the "premium, non-luxury" segment, targeting professionals and discerning consumers who prioritize the intrinsic quality and craftsmanship of a garment over a logo-driven status symbol. Management believes this addresses an underserved market between mass-market fashion and the stratosphere of traditional luxury, offering a defensible position where price is justified by quality.

Future Ambitions and Shareholder Outlook

The company's long-term vision extends beyond its core menswear offerings. Zanieri plans to expand into complementary lifestyle categories, developing dedicated product lines for the yachting, golf, and equestrian markets. A move into womenswear is also on the medium- to long-term horizon, which would leverage its existing production networks and material expertise.

For Everlert shareholders, the merger brings both opportunity and a new reality. The company is now attached to a proven, profitable business with a clear growth strategy. However, the issuance of super-voting and preferred stock to Zanieri solidifies the Italian firm's control over the company's direction. The ultimate value for all shareholders will now be intrinsically linked to Zanieri's ability to execute its ambitious plan: to transform from a premier manufacturer into a premier global brand. The combination of Zanieri's operational scale and Everlert's public platform provides a strong foundation for this international expansion.