Melar Acquisition Corp. I/Cayman (MACI)

Melar Acquisition Corp. I is a special purpose acquisition company (SPAC) incorporated in the Cayman Islands and listed on NASDAQ (ticker MACI). The company has announced plans to merge with Everli, a grocery delivery platform, to bring Everli to public markets through this listing.

The SPAC vehicle and Cayman incorporation

Melar Acquisition Corp. is a blank-check company: a cash-raising vehicle designed to find a private business and take it public through a merger. The company is incorporated in the Cayman Islands, which is common for SPACs and other acquisition vehicles. The Cayman structure offers corporate flexibility and is tax-neutral in many respects, though for U.S.-listed companies, the operating entity typically domesticates to Delaware or Nevada before going public.

In this case, Melar’s charter anticipates a domestication to Nevada as part of the Everli merger, shifting the legal home of the combined company to the United States while maintaining the public listing on NASDAQ.

Everli and the grocery delivery market

Everli (formerly Cortilia in some markets) is an online grocery delivery platform operating across multiple European markets. The company allows customers to order groceries online from a network of partner retailers and have them delivered to their homes, typically within hours or a specified time window. The model is asset-light for the platform operator — Everli does not own the inventory or the warehouses; it coordinates the connection between customers and partner stores (or leverages partner fulfillment capacity) to enable rapid delivery.

The grocery delivery market is global and highly competitive. In North America, players include Amazon Fresh, Walmart+, Instacart, and dozens of regional and local services. In Europe, Everli operates in a similarly crowded space. The unit economics are challenging: last-mile delivery is expensive, and customer acquisition costs are high relative to the basket size and margins. Most grocery delivery services run at a loss, betting on scale and network effects to eventually reach profitability.

The transaction structure

The deal announced between Melar and Everli values Everli shareholders at approximately $180 million in consideration to be paid in stock of the combined entity at $10 per share (subject to cash adjustment and other terms). This values the business at roughly the level of the SPAC’s trust account — a typical structure that requires Everli to also raise additional capital (from sponsors, private investors, or both) to top up the transaction.

The transaction includes several mechanisms to align incentives. Melar sponsors and Everli investors will receive escrowed shares that are held for up to 24 months, giving them reason to ensure the company performs. The combined entity will have dual-class common stock, with Class B shares having 30 votes each compared to one vote for Class A shares. This super-voting structure typically ensures that founders and early investors retain control even if they become minority shareholders post-merger.

Regulatory milestones and timing

The transaction requires several approvals to close. Melar shareholders must vote to approve the merger. The combined entity must meet NASDAQ listing standards (minimum market capitalization, public float, etc.). There must be sufficient cash at closing to meet the merger consideration and to fund ongoing operations. And the combined company must complete the Nevada domestication.

As of May 2026, Melar announced it would convene a shareholder meeting in June 2026 to address merger-related votes and governance matters. The exact timing of closing depends on the pace of regulatory review and shareholder approval.

The SPAC investor position

Melar shareholders face several outcomes. The merger could close successfully, in which case their shares convert into Everli shares. They could vote against the merger and redeem their shares for cash at the per-share value of the trust account (minus expenses). Or the deal could fail to reach closing conditions, triggering a liquidation and return of capital.

For anyone evaluating the investment, the key analysis is two-fold: first, the quality and potential of Everli as a business (profitability trajectory, competitive positioning, growth rate); and second, the sponsors’ track record and the terms of the transaction (whether the price is fair, whether sponsors have skin in the game).

The grocery delivery market remains highly competitive, with several entrenched players and high customer acquisition costs. The fact that Everli is seeking to go public via SPAC rather than through traditional venture capital raises a question: Why? Is this because the founders and existing investors want liquidity? Is it because traditional venture investors are skeptical of the unit economics? These are not disqualifying questions, but they deserve answers.

How to track the deal

Watch the SEC filings for updates on closing conditions and any changes to deal terms. The proxy statement filed ahead of the shareholder vote (typically a PREM14A form) will contain detailed financial information about Everli, management commentary, and risk factors. That document is the main artifact for investor due diligence.

As with all SPACs, nothing here is investment advice — only a framework for understanding the structure and what to monitor.