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Melar Acquisition (MACI): A Thin Trust Meets an Italian Grocer

Published September 18, 202614 min read·TickerFile Research · Melar Acquisition Corp (MACI)
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Melar Acquisition is no longer a cash-rich blank check searching for a home. It is a Cayman vehicle whose public holders already voted with their feet, leaving a thin trust and a signed merger with Everli Global, an Italian e-grocery marketplace that wants to list in the United States as Everli Global Holdings. The remaining Class A shares last changed hands at $11.02. That print sits only a few cents above the $10.93 of cash still credited to each redeemable share, which means the market is assigning almost no premium for the deal itself.

The June extension meeting is the event that reset the equity. Most of the public book cashed out. The redemption priced just under eleven and pulled a nine-figure sum from trust. Only a few million redeemable shares remain. What remains is a stub that still has a cash floor, a December deadline, and a target that already flagged substantial doubt about its own going concern. The sponsor converted almost all founder shares into non-redeemable Class A just before that vote, which concentrates voting power without putting those shares into the redemption queue.

The August registration statement puts Everli on the table at $180 million of pre-money equity. The target lost money at a faster clip in the first half than a year earlier, sits on a bank default, and would hand Salvatore Palella super-voting control after close. The residual public stub still behaves like trust cash today. The open question is whether it stays that way through a year-end close, or whether it becomes a minority claim on a leveraged Italian grocer.