Melar details $313M Everli SPAC deal terms
Melar Acquisition Corp. I outlined key Everli metrics and an illustrative $243.8 million pro forma enterprise value for their proposed Business Combination.
Rhea-AI Filing Summary
Melar Acquisition Corp. I (MACI) furnished an investor presentation describing its proposed Business Combination with Everli Global Inc., an Italy-focused online grocery marketplace, and referenced a joint Form S-4 registration statement containing the proxy statement/prospectus for Melar shareholders. The transaction would include Everli becoming a wholly owned subsidiary after Melar’s domestication to Nevada and merger of a Melar subsidiary into Everli. The presentation highlights Everli’s asset-light model, coverage of more than 60 Italian provinces and a network of top grocery groups, and a ~21% take rate on orders. For full-year 2025, Everli reported gross transaction value (GTV) of $77.9 million across about 769,000 orders, generating net revenues of $16.7 million and gross profit of $1.1 million, or roughly 7% gross margin per order. In a no-redemptions scenario, the illustrative pro forma structure shows about 31.3 million shares outstanding, with a pro forma equity value of $313.0 million and enterprise value of $243.8 million, assuming a $30 million PIPE and $10 million bridge financing.
Positive
- None.
Negative
- None.
Filing Explained
The transaction remains proposed; the $30 million PIPE is uncommitted and the $10 million bridge conversion is only illustrative, so ownership is not fixed.
Form 8-K reports the proposed Business Combination and furnishes its investor presentation; it does not report that the transaction has closed. The filing states that SEC effectiveness of the Form S-4, shareholder voting, and other closing conditions remain ahead, so the post-combination ownership structure has not yet taken effect.
The presentation's no-redemptions table is explicitly illustrative: the
The next state-changing disclosures are the Form S-4 becoming effective, mailing of the definitive proxy statement/prospectus, the shareholder vote, and any subsequent closing notice.
8-K Event Classification
Key Figures
Key Terms
Business Combination financial
take rate financial
GTV financial
PIPE Investment financial
pro forma Enterprise Value financial
Registration Statement regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What Business Combination is Melar Acquisition Corp. I (MACI) pursuing with Everli?
What 2025 financial metrics did Everli present in the MACI 8-K investor deck?
What take rate does Everli report in the Melar (MACI) presentation?
How large is the Italian online grocery opportunity cited in the MACI filing?
What are the illustrative pro forma valuation figures for MACI’s combination with Everli?
What new capital sources are assumed in the MACI–Everli pro forma structure?
What per-customer and per-order metrics did Everli disclose via MACI’s 8-K?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported):
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) |
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number, including area code: (
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on July 30, 2025, Melar Acquisition Corp. I, a Cayman Islands exempted company (“Melar”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with (i) MAC I Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Melar (“Merger Sub”), (ii) Everli Global Inc., a Nevada corporation (together with its successors, “Everli”), (iii) Melar Acquisition Sponsor I LLC, a Delaware limited liability company, in the capacity as the representative from and after the effective time of the Merger (as defined below) for the shareholders of Melar (other than the Escrowed Seller (as defined below) and his successors and assigns) in accordance with the terms and conditions of the Merger Agreement, and (iv) Salvatore Palella (the “Escrowed Seller”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing”), (a) Melar shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Nevada and domesticate as a Nevada corporation (the “Domestication”) and then (b) Merger Sub will merge with and into Everli (the “Merger” and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Business Combination”), with Everli continuing as the surviving entity and a wholly owned subsidiary of Melar.
Furnished as Exhibit 99.1 hereto and incorporated herein by reference is an investor presentation that has been, and will be, used by Melar and Everli in connection with the Business Combination.
The information in this Item 7.01 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
In connection with the Business Combination, Melar and Everli have filed a registration statement on Form S-4 (File No. 333-298505, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a proxy statement to Melar shareholders and a prospectus for the registration of Melar’s securities to be issued in connection with the Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of Melar as of a record date to be established for voting on the Business Combination and will contain important information about the Business Combination and related matters. Shareholders of Melar and other interested persons are advised to read these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Melar, Everli and the Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Melar Acquisition Corp. I, 143 West 72nd Street, 4th Floor, New York, NY 10023, United States, Attn: Gautam Ivatury, Chairman & Chief Executive Officer. The information contained on, or that may be accessed through, the website referenced in this Current Report on Form 8-K in each case is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF MELAR ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
1
Participants in the Solicitation
Melar, Everli and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Melar’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Melar’s directors and officers in Melar’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Melar’s shareholders in connection with the Business Combination is set forth in the proxy statement/prospectus for the Business Combination. Information concerning the interests of Melar’s and Everli’s participants in the solicitation, which may, in some cases, be different than those of their respective equity holders generally, is set forth in the proxy statement/prospectus relating to the Business Combination.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties and the Business Combinations. Melar’s and/or Everli’s actual results may differ from their expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. No representations or warranties, express or implied, are given in, or in respect of, this Current Report on Form 8-K. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.
These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination and definitive agreements with respect thereto; (3) the inability to complete the Business Combination, including due to failure to obtain approval of the shareholders of Everli and Melar or other conditions to Closing; (4) the inability to obtain or maintain the listing of Melar’s shares on The Nasdaq Stock Market LLC or another national securities exchange following the Business Combination; (5) the ability of Melar to remain current with its SEC filings; (6) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and Closing; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Melar and Everli after the Closing to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the inability of Everli to implement business plans, forecasts, and other expectations after the completion of the Business Combination; (11) the risk that additional financing in connection with the Business Combination, or additional capital needed following the Business Combination to support Everli’s business or operations, may not be raised on favorable terms or at all; and (12) other risks and uncertainties included in documents filed or to be filed with the SEC by Melar and/or Everli.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement referenced above and other documents filed by Melar and Everli from time to time with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. There may be additional risks that neither Melar nor Everli presently knows, or that Melar and/or Everli currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this Current Report on Form 8-K. Past performance by Melar’s or Everli’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Melar’s or Everli’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Melar or Everli will, or may, generate going forward. Neither Melar nor Everli undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this Current Report on Form 8-K, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Investor Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MELAR ACQUISITION CORP. I | ||
| By: | /s/ Gautam Ivatury | |
| Name: | Gautam Ivatury | |
| Title: | Chief Executive Officer | |
Dated: September 18, 2026
3
Exhibit 99.1
2026 1
Disclaimer (1 of 2) 2
Disclaimer (2 of 2) 3
Building Europes leading marketplace for online groceries Asset-light by design: our shoppers buy in partner stores, no inventory, no warehouses, no fleets. Focused on Italy, holding a position for its shift online that we believe no one else does. Massive Untapped Market Italy: EU's 3rd-largest economy; only ( 2.5% of grocery bought online in 2024 Italys Largest Retailer Network Top 13 retail groups,€95 retail partners, 89%+ of the market 1 The Compliant Operator 2 Strong Take-Rate ( of ~21% 3 National Union agreement in place; rivals face billions in labor claims Gross profit positive per order; several initiatives to raise it further New foundations for growth:€the Everli platform rebuilt from the ground up, live Q2 2026; brand-new white label powering retailers' e-commerce: a second demand engine at better unit economics; loyalty and further initiatives expected to lift gross profit per order.1. "Market" refers to Italian modern grocery distribution (GDO). Combined share by sales of Everli's 13 top partner groups per Guida NielsenIQ Largo Consumo, Seconda Edizione 20251. 2. "Compliant" reflects management's assessment of Everli's shopper model, which operates under a collective agreement with Nidil CGIL (2024) while rival models face labor claims and court administration; it is a comparative assessment, not a legal determination; detail on page 10. 3. Take rate calculated as net revenue divided by GTV 4
1 Company Overview 5
How Everli Works 2 1 3 Browse (almost) Any Store Browse almost all top Italian grocery stores full catalogs from Everlis App or Web Checkout Checkout and select delivery preference from within 2 hours to scheduled days in advance Everli Shopper Fulfills Order Our union certified shopper goes to the store and shops the order in person - with a human touch 4 Delivered To Door The shopper brings all the groceries directly to your doorstep 6
~$78M GTV 25 ~1,150 Stores 95 Retailers The marketplace taking Italian grocery online, at national scale 1 ~769k Orders Delivered 25 928 Average Weekly Shoppers 60+ Provinces Covered1. GTV consists of orders completed through Everli platforms and related earned fees, net of VAT, tips and adjustments such as discounts or promotions 7
The Largest Retailer ( Network in Italy 1 89%+ Market coverage 2 Top 13 grocery groups and 95 retail partners in total are live on Everli.1. Based on internal analysis of publicly available data from Glovo, Deliveroo, Just Eat, and Amazon Fresh; focused on supermarkets, modern grocery distribution (GDOs), and grocery chains in Italy.2. "Market" refers to Italian modern grocery distribution (GDO). Combined share by sales of Everli's 13 top partner groups per Guida NielsenIQ Largo Consumo, Seconda Edizione 2025 8
Overview | Why Retailers Love Us Retailers Get Online Sales Without Lifting a Finger Everli takes retailers online and runs every order end to end: no staff, no infrastructure, no operational changes. Everli drives e-commerce volume using retailers existing footprint Everli shoppers fulfill orders end-to-end from picking to paying in store, like a regular customer, to delivery No staff, tech, or logistics required by the retailer No CapEx, no fixed costs: a commission on completed sales One integration, once: every store becomes a digital storefront the day it goes live 9
Overview | The Regulatory Moat Compliance isn't our cost. It's our license to scale. Everli holds the only union agreement in Italian gig delivery. Our labor model is an asset we deploy, fair pay included. Rival models face billions of euros in claims; the two largest have been under judicial administration since 2026. 1 2 1. As of August 31, 2026; based on internal management research and Nidil CGIL. (2024, May 29). Shopper, primo accordo tra sindacati e Assogrocery. https://www.nidil.cgil.it/shopper-primo-accordo-tra-sindacati-e-assogrocery/ 2. Italian public records, ongoing. Milan prosecutors (2021) sought ~¬733M in sanctions plus INPS claims above ¬1B against four delivery platforms; Tribunale di Milano 3237/2023 ordered back contributions. Judicial administration: Foodinho/Glovo (Feb 9, 2026), Deliveroo Italy (March 2026). 10
Overview | Our Business Model We make money ( in 4 ways with a ~21% ( take rate per order 1 Commission from Retailers (on store receipt) Product Markup (policy on shelf price) Service & Delivery Fees Advertising and Brand Partnerships (~$1.3/order) 1. Take rate calculated as net revenue divided by GTV Advertising Service & Delivery Fee Product Markup Commission ~21% ( Take rate per order 11
2 Market Opportunity 12
Market Opportunity | Italian Retail Market The e-grocery market is quickly growing and becoming a huge opportunity to ¬12.1B by 2030 Online grocery share by country 1, 2, 4 Italian e-grocery market opportunity size 1, 2, 3 Market Size (bn$) 1.1 2019 2020 2021 2022 2023 2024 2024 12.5% 11.0% 9.4% 2.6% 2.5% United States United Kingdom France Spain Italy 3.2 3.8x 2024-2030 2.9 2.7 2.3 1.9 1 McKinsey & Company. (2024). State of Groc ery Europe 2024: Signs of Hope. 2 Savills. (2025). Italian Grocery Report 2025. 3 Calculated based on McKinsey & Company. (2023). The next S-curve of growth: Online grocery to 2030. 4 Oberlo. (2024). Online grocery penetration in the US: 2024 statistics. 12.1 2030 13
Market Opportunity | Competitor analysis Three models compete in Italian e-grocery. None were built for it. Traditional Retailers - built for stores, not screens E-commerce demands tech, logistics and fulfillment far outside their core Where they self-operate: limited slots, slower windows, subscale volumes Food Delivery - built for restaurant meals, not the weekly shop Small baskets, no substitutions, no personalization Picking pushed onto retailer staff In-app prices higher marked up vs. shelf Rider-based labor model contested by Italian authorities and unions Online-only Retailers - a grocer's costs, no grocer's scale or loyalty Logistics first, customers later: warehouses and fleets — the lowest-margin layer of grocery — built ahead of the demand to fill them Every city repeats the same upfront build; fixed costs run ahead of baskets Fight for baskets against banners with decades of loyalty and private label Online-only Retailers Food Delivery Traditional Retailers 14
Market Opportunity | Competitor analysis Everli is the model built for Italian e-grocery. We don't replace or compete with Italy's grocers ( we're the layer that takes them online. Their stores, their trust, our platform Retailers keep the brand, trust and shelves; Everli is the tech layer and national logistics platform beneath them directly synced daily store-by-store, personalized per customer, delivered by one network Built for the weekly shop Full catalogs, large baskets, substitutions, cold chain, two-hour to scheduled delivery slots Food Delivery Zero retailer labor we handle the whole fulfillment chain The only model in Italy where the retailer changes nothing: our shoppers pick, ( pay and deliver like regular customers. That's why all 13 top retailers are on Everli. Zero owned infrastructure No warehouses, no fleet, no inventory: partner stores are the fulfillment network, ( so cost is per-order and capacity scales with demand Online-only Retailers Traditional Retailers 15
Market Opportunity | Italian Market Opportunity In 2030, 25% of Italyˇs online grocery sales is about ( ¬3B a year. One marketplace holds that share in America. We are built to hold it here. Everli potential per year, at 25% market share in 2030 ¬3B 2 ¬12.1B Online Grocery, ( Italy 2030 1 The retailers are on board (89% of the market live on Everli), we benefit from the union agreement, the model is proven in the US, the new platform is built, and further growth initiatives are underway. We believe we are best suited to capture it. 3 roery arket o a outine on ie ntaart o o onine roery epenin on einition opany iin tirparty etiate ue a ipoint eri potentia at tat are i iutratie not a proetion taret or uiane 16
3 Growth ( Strategy 17
Growth Strategy | Overview Growth Pillars 1 Logistics Accelerate fulfillment growth & strengthen network efficiency to capture scale advantages 2 Technology Build scalable, best-in-class product to be clear market leader in Europe 3 White-label Offer 360° e-commerce, tech & logistics to retailers, unlocking new demand from B2B channel 4 Expansion Lead digitalization of Italy's $150B market with the position already built. Then Europe, once Italy is won. 5 Reach Profitability With scaled reach & fixed cost base, efficiencies unlock and EBITDA begins to turn positive€ 18
Growth Strategy | Logistics Demand exceeds our current supply capacity Same-day delivery slots in major cities sell out by 3PM. Some of that demand shifts to later days and some is lost; the constraint is capacity, not demand. Additional investment in logistics allows Everli to capture demand spikes. We expect the marketplace to balance itself at scale: sufficient demand can provide shoppers with enough earning opportunities, attracting shoppers to serve more delivery slots. Revenue Supply & Demand Gap Strategic Supply Gap Investment Period Demand Supply/Demand Gap Supply Time 19
Growth Strategy | Technology A completely new Everli platform, launched Q2 2026 The Everli platform was a decade old: difficult to change, slow to ship, and customers felt it. We replaced it: web, mobile, and the infrastructure behind them, rebuilt from the ground up, built for experience and built to ship fast. Customers are meeting the new Everli now, and its impact sits on top of every number in this presentation. Search Store 1st Category 1st Category 20 1st Category 1st Category 1st Category 1st LIDL
Growth Strategy | Technology We invest in automation, AI and intelligence across the platform, designed to scale volume faster than costs Grocery marketplaces win on cost discipline, and engineering it in is Everli's next focus: automation and intelligence applied to how orders are routed, to the entire customer experience at every step, and to how the company operates and decides. The first systems are already in production on the new platform; the same intelligence will extend through logistics, operations, and the customer experience. The gains compound with scale; that gap between volume and cost is one of the places the long-term margin may come from. 21
Every retailer wants online growth. ( No retailer's margin can pay for it. The best grocers spent a hundred years getting good at one hard thing. The internet handed them three more: a storefront, a delivery network, an app that has to feel world-class and stay that way. All of it funded from a market that is 2.5% online. None of it was the job they signed up for. So we took it off their hands. 22
Growth Strategy | White-label powered by We built grocery ( e-commerce end to end. White-label now sells it under a retailer's brand. Retailers want e-commerce under their own banner, with traffic and loyalty they own. ( White-label delivers it, storefront to doorstep, on Everli's platform and shopper network. For retailers this means no CapEx, no fixed costs, pay per order. Already live with one of Italy's largest grocers. 23
4 Financial Overview 24
Financial Overview | At a Glance $745 97% Annual GTV per Customer 1 Orders with no Everli discount applied 2 $101.72 GTV / Order 2.13 Orders / Month / User Fees $3.55 Customer Acquisition Cost( (Blended) All figures sourced from full-year 2025 financials 1. FY2025 GTV ($77.9M) divided by customers with at least one delivered order in 2025 (104,543); customer count per management data, unaudited. 2. Orders on which no Everli-funded discount or promotion was applied; retailer shelf pricing passes through unchanged. FY2025. 25
Financial Overview | Single-Order COGS & Gross Profit€ $ 21.77 ($ 18.72) ($ 1.31) Payment ( Processing Current Gross Profit Margin of ~7%, with union cost absorbed, and per-order profit rising from here. Model has been rebuilt and the cost of the union agreement absorbed into today's ~7% margin. Automation, white label, and take- rate initiatives intend to lift it further, and we expect gross margin to expand as volume grows. $ 1.44 ($ 0.3) Concessions Net Revenue ( Per Order Shipping Costs Gross Profit Net revenues, cost of revenues and gross profit, FY2025, divided by 766,239 orders. Cost components are management's allocation of cost of revenues, unaudited. 26
Financial Overview | 2025 Financial Results All figures sourced from full-year 2025 financials $000, except total orders GTV Total orders Transaction Revenues (commission, markup, delivery & service fees) Advertising and Brand Partnerships Promotions & discounts (net of revenue) Net revenues Shipping Costs Transaction Fees Total Concession Costs Gross Profit $ $ $ $ $ $ $ $ $ FY 2025 77,942 769,000 16,373 1,036 (731) 16,679 (14,344) (992) (240) 1,101 27
Whitelabel 5 Transaction Overview 28
Transaction Overview | Why now? Why Everli? Why go public now Market Readiness Italian retail is still under-digitized at 2.5% penetration, but customer behavior is shifting rapidlyEverli is poised to lead Inflection Point Everli completed a strategic reset in 2024 under new leadership, establishing a leaner, more focused organization Engines Built, Capital Deploys Company and regulation reset; gross profit positive per order; new platform and white label live. Capital deploys onto all of it. Why Everli Unique Position, High Entry Barriers The only platform combining national scale, technology, retailer agreements, proven operations, and a union agreement. Proven Model, A Decade Earlier Earlier monetization stage than Instacart or Ocado, offering greater growth potential in a large growing market Clear Capital Allocation And Growth Plan €Investments in white-label, logistics, tech & customer acquisitioncommercial partnerships are well established 29
Transaction Overview | Pro Forma Valuation | No Redemptions scenario Pro Forma Overview 3 PIPE Investment Pro Forma Overview $ in Millions, except per share Pro Forma Shares Outstanding 1, 2 Per Share Price Pro Forma Equity Value (-) Net Cash Pro Forma Enterprise Value 31,295,545 $10.00 $313.0 ($69.2) $243.8 Everli Rollover Equity Melar 2 Bridge Financing 4 Public Shareholders 5 12.5% 2.4% 9.6% Sources $ in Millions, except per share Uses $ in Millions, except per share Everli Rollover Equity $180.0 Everli Rollover Equity Melar Equity $56.2 Melar Equity 2 2 Public Shareholder Trust $39.2 Fees & Expenses 5 PIPE Investment $30.0 Cash to Balance Sheet 5 3 Bridge Financing $10.0 Total Uses 4 Total Sources $315.4 Assumptions 1. Includes 18,000,000 Everli Rollover Shares, 5,621,622 Melar Founder Shares, 3,923,923 Public Shares, 3,000,000 PIPE Shares and 750,000 shares from conversion of Bridge Financing. Assumes no further redemptions€from Melarˇs Public Shareholder Trust.(2. Excludes all public warrants and private placement warrants. Warrants have a strike price of $11.50. 3. $30M PIPE is not yet committed and is illustratively priced at $10.00. 4. $10M Bridge Financing€illustratively€converts into 750,000 shares at closing. 5. Public Shareholder Trust valued at $10.00 per share; see Form S-4 for actual per-share trust value. $180.0 $56.2 $10.0 $69.2 $315.4 18% 57.5% 30
Transaction Overview | Team Salvatore Palella Chairman & CEO Tech entrepreneur with proven track record in innovative solutions Founder & Former CEO of Helbiz, a micro-mobility solutions company aiming to revolutionize urban transportation through electric scooters and bikes Acquired Everli in February 2024 through his family office Over a decade of experience in the tech industry, with experience in developing and scaling innovative solutions using a product-centric approach to drive growth CEO of Everli Italy, and COO of Everli Global, since February 2024 Former COO of Helbiz, where he guided the company from inception to its IPO in 2021 Chief Investment Strategist and Head of Investment Banking at Palella Holdings, focused on capital markets strategy, public and private financing, M&A, and investor relations 25+ years of experience across IPOs, follow-ons, structured and equity- linked capital, 144A, and debt transactions, helping drive Palella's vision across business lines American executive with extensive experience in capital markets, M&A, and investor relations, focused on growth and shareholder value Executed 10+ global M&A transactions and led capital-raising initiatives aligned with market dynamics Expertise in strategic planning, market analysis, and financial communications for long- term value creation Jonathan Hannestad Tony Sklar Ethan Walfish COO, CEO Everli Italy CSO CFO Gautam Ivatury Edward Lifshitz€ Eric Lifshitz€ Chairman & CEO€ CFO COO Pioneer in global specialty finance, financial inclusion and fintech Co-Founder & Managing Partner at ALMA Sustainable Finance Senior Advisor at Encourage Capital Helped secure a major grant from the Bill & Melinda Gates Foundation as a member of Consultative Group to Assist the Poor Certified Public Accountant with 30+ years of experience, including as a Partner at EisnerAmper LLP Advises high net worth families on complex real estate acquisitions and debt financings Currently serves as a Principal at DSA Property Group AICPA and NYSSCPA member Founded Melar Capital Group LLC, a real estate advisory and investment firm, in February 2021 Previously served as an Associate at Nataxis CIB in the Global Structured Credit division and as an Analyst focused on real asset loan syndication and CMBS transactions Co-founded a contracting business and advises early-stage startups 31
thank you 32
Appendix 33
Overview Appendix | | Retail Partners Retailer network Top 13 Grocery Groups by Italian Marketshare Marketshare 15.84 % 14.84 % 11.03 % 8.49 % 7.54 % 7.34 % 6.12 % 4.62 % 3.54 % 3.15 % 2.70 % 2.21 % 2.07 % 89.49 % Selex on Conad on Coop on VeGé Group on Eurospin on Esselunga on LIDL on Agorà on Carrefour on MD on Pam on Finiper on Aspiag on Total Marketshare Top 13 grocery groups on Everli, representing 89%+ of Italian modern grocery distribution. Everli's 93 retail partners in total include these 13 groups plus regional and specialty banners across 61 provinces. NielsenIQ, Guida NielsenIQ Largo Consumo Seconda Edizione 2025 34
Appendix | Expansion Phase 11 Phase 2 Establish strong market leadership by powering both our marketplace and retail partners, securing long- term ownership of the eGrocery space with barriers of entry Expand internationally into select European markets where achieving a clear #1 position is attainable leveraging existing partnerships to scale efficiently M&A Explore strategic M&A initiatives that offer strong operational and commercial synergies that will enhance scale, expand market presence, and drive long-term value creation 35