MACI merger with Everli
Everli
Announced 30 July 2025.
Everli is a major Italian e-grocery marketplace founded in 2014 and headquartered in Milan, connecting consumers with their preferred local grocery retailers through an asset-light digital platform that manages online ordering, in-store picking, and last-mile delivery via a dedicated network of trained personal shoppers. Rather than holding inventory in dark stores, Everli matches customers with the retailer of their choice and a personal shopper who fulfills and delivers the order, enabling rapid scaling without the capital intensity of perishable-goods warehousing. The company has built Italy's largest retailer network, securing partnerships with 12 of the 13 top grocery retailers, including major European brands such as Lidl, Kaufland, and Carrefour, and offers access to over 300,000 products across dozens of cities in Italy, Poland, the Czech Republic, and France. Everli has also developed a white-label B2B solution that allows retailers to launch branded e-grocery services without significant CapEx or OpEx, positioning itself as a strategic technology and fulfillment partner for grocers pursuing digital transformation. The company's logistics technology integrates directly with retailers' inventory management systems for daily updates on product supply and pricing, maintaining efficiency across the entire order lifecycle.
Everli's leadership has undergone significant transitions. The company was originally led by CEO Federico Sargenti, who guided it from 2016 through the pandemic surge and stepped down in May 2023, succeeded by Andrea Zocchi, a former McKinsey veteran. By the time of the SPAC merger announcement in July 2025, the leadership team was identified as Chairman and CEO Salvatore Palella and COO Jonathan Hannestad. In 2024, Everli completed a full company restructuring through its 100% acquisition by Palella Holdings LLC, which improved net revenue per order by 20% and reduced net losses by 50% while completing approximately 900,000 orders, achieving roughly $81 million in gross transaction volume, a take rate above 23%, and gross margins around 22%. The company had previously raised approximately €140 million from investors including Verlinvest, DN Capital, United Ventures, 360 Capital, Ithaca Investments, and C4 Ventures, reaching a peak valuation of around €450 million following a $100 million Series C in early 2021. However, according to a leaked investor document reported by Sifted in February 2024, Everli faced a severe liquidity crisis after Verlinvest declined to lead a new financing round, and the company was reportedly being sold for €1 to a buyer willing to assume its liabilities, forcing backers to fully write down their investments.
The decision to go public via SPAC reflects Everli's need for capital and a fresh start after its near-collapse. On July 30, 2025, Everli signed a definitive merger agreement with Melar Acquisition Corp. I (NASDAQ: MACI), a Cayman Islands SPAC that raised $160 million in its IPO and held approximately $177.4 million in trust as of December 31, 2025. The transaction values Everli at a pre-money equity value of $180 million, with a pro forma enterprise value of approximately $247 million, and Everli holders will receive Melar stock at $10.00 per share plus certain financing proceeds. The combined entity, to be named Everli Global Holdings Inc., will seek a Nasdaq listing under the ticker "EVRL." The deal includes a Nevada domestication, dual-class common stock with super-voting Class B shares, and 1.5 million escrowed consideration shares held for up to 24 months. Closing requires at least $10 million in available cash after redemptions, shareholder approvals, and Nasdaq listing approval, with a hard deadline of June 20, 2026. In December 2025, Everli secured a $10 million loan facility under the business combination agreement, and in January 2026, Melar confidentially submitted a draft S-4 registration statement to the SEC, advancing the cross-border transaction toward
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $30M · unsourced
- Min-cash condition
- $10M
- Sponsor promote
- 26%
- Break fee
- $2M
NOT COMMITTED — best-efforts PIPE of up to $30,000,000 with the form left open (common equity, convertible preferred, convertible debt, or non-redemption/backstop arrangements). Separate Bridge Financmore ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
the “ Lock-Up Period ”) commencing from the Closing and ending on the earliest of (x) the six (6) months after the date of the Closing, (y) the date on which the closing price of shares of SPAC Common Stock on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.00 per share (as equitably adjusted for share subdivisions, share consolidations, share capitalizations, stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period, commencing at least 90 days after the Closing, and (z) the date after the Closing on which the SPAC completes a liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the SPAC’s shareholders having the right to exchange their equity holdings in the SPAC for cash, securities or other propertymore ▾less ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Everli
from S-4The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Everli — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
A price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Everli actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for Everli, so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $426.2M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Post-dilution equity (net debt unknown).
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
No listed comparable carries a revenue multiple we can use.
What qualifies the figures above
- Struck on the post-dilution value of $426.2M, not the announced $180M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.