MPRA / Mercato Partners Acquisition Corp - Class A - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Mercato Partners Acquisition Corp - Class A
US ˙ NASDAQ ˙ US58759A1088
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1853436
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Mercato Partners Acquisition Corp - Class A
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 8, 2024 SC 13G/A

MPRA / Mercato Partners Acquisition Corp - Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mercato Partners Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 58759A108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement)

September 29, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41017 Mercato Partners Acquisition Corporation (Exact name of registran

September 28, 2023 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorp

September 28, 2023 EX-99.1

SUPPLEMENT TO PROXY STATEMENT MERCATO PARTNERS ACQUISITION CORPORATION Dated September 28, 2023

Exhibit 99.1 SUPPLEMENT TO PROXY STATEMENT OF MERCATO PARTNERS ACQUISITION CORPORATION Dated September 28, 2023 The following disclosures in this proxy supplement (the “Supplement”) supplement, and should be read in conjunction with, the disclosures contained in the definitive proxy statement (the “Definitive Proxy Statement”) of Mercato Partners Acquisition Corporation (“Mercato”), filed with the

September 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

September 28, 2023 EX-10.1

[FORM OF] SUBSCRIPTION AGREEMENT

Exhibit 10.1 [FORM OF] SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September , 2023, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, on February 26, 2023, Nvni Group Limited, an exempted company incorporated with limited liability in the

September 28, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorp

September 28, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2023 Mercato Partne

Filed by Nvni Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mercato Partners Acquisition Corporation Commission File No.

September 28, 2023 EX-99.1

SUPPLEMENT TO PROXY STATEMENT MERCATO PARTNERS ACQUISITION CORPORATION Dated September 28, 2023

EX-99.1 Exhibit 99.1 SUPPLEMENT TO PROXY STATEMENT OF MERCATO PARTNERS ACQUISITION CORPORATION Dated September 28, 2023 The following disclosures in this proxy supplement (the “Supplement”) supplement, and should be read in conjunction with, the disclosures contained in the definitive proxy statement (the “Definitive Proxy Statement”) of Mercato Partners Acquisition Corporation (“Mercato”), filed

September 28, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2023 Mercato Partne

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of in

September 28, 2023 EX-10.1

[FORM OF] SUBSCRIPTION AGREEMENT

Exhibit 10.1 [FORM OF] SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September , 2023, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, on February 26, 2023, Nvni Group Limited, an exempted company incorporated with limited liability in the

September 28, 2023 EX-10.1

[FORM OF] SUBSCRIPTION AGREEMENT

Exhibit 10.1 [FORM OF] SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September , 2023, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, on February 26, 2023, Nvni Group Limited, an exempted company incorporated with limited liability in the

September 28, 2023 EX-99.1

SUPPLEMENT TO PROXY STATEMENT MERCATO PARTNERS ACQUISITION CORPORATION Dated September 28, 2023

Exhibit 99.1 SUPPLEMENT TO PROXY STATEMENT OF MERCATO PARTNERS ACQUISITION CORPORATION Dated September 28, 2023 The following disclosures in this proxy supplement (the “Supplement”) supplement, and should be read in conjunction with, the disclosures contained in the definitive proxy statement (the “Definitive Proxy Statement”) of Mercato Partners Acquisition Corporation (“Mercato”), filed with the

September 25, 2023 EX-10.1

[FORM OF] SUBSCRIPTION AGREEMENT

Exhibit 10.1 [FORM OF] SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September , 2023, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, on February 26, 2023, Nvni Group Limited, an exempted company incorporated with limited liability in the

September 25, 2023 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

September 25, 2023 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorp

September 25, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2023 Mercato Partne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorp

September 25, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

September 25, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2023 Mercato Partne

Filed by Nvni Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mercato Partners Acquisition Corporation Commission File No.

September 15, 2023 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorp

September 12, 2023 425

Mercato Partners Acquisition Corporation Announces Effectiveness of Registration Statement and September 28, 2023 Special Meeting of Stockholders to Approve Proposed Business Combination with Brazilian software company Nvni Group Limited

Filed by Nvni Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mercato Partners Acquisition Corporation Commission File No.

September 8, 2023 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a

September 8, 2023 DEFM14A

PROXY STATEMENT/PROSPECTUS PROXY STATEMENT FOR SPECIAL MEETING OF MERCATO PARTNERS ACQUISITION CORPORATION AND PROSPECTUS FOR ORDINARY SHARES OF NVNI GROUP LIMITED LETTER TO STOCKHOLDERS OF MERCATO PARTNERS ACQUISITION CORPORATION

Table of Contents PROXY STATEMENT/PROSPECTUS PROXY STATEMENT FOR SPECIAL MEETING OF MERCATO PARTNERS ACQUISITION CORPORATION AND PROSPECTUS FOR ORDINARY SHARES OF NVNI GROUP LIMITED LETTER TO STOCKHOLDERS OF MERCATO PARTNERS ACQUISITION CORPORATION Dear Mercato Partners Acquisition Corporation Stockholders: On February 26, 2023, Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New Nuvini”), Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Nuvini”), Nuvini Merger Sub, Inc.

September 7, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2023 Mercato Partner

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorpo

September 7, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorpo

September 7, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2023 Mercato Partner

425 Filed by Nvni Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mercato Partners Acquisition Corporation Commission File No.

August 28, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41

August 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

August 7, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2023 Mercato Partners A

425 Filed by Nvni Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mercato Partners Acquisition Corporation Commission File No.

August 7, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2023 Mercato Partners A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorporat

August 7, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorporat

July 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2023 Mercato Partners Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorporati

July 3, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 Mercato Partners Ac

425 Filed by Nvni Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mercato Partners Acquisition Corporation Commission File No.

July 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 Mercato Partners Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorporati

July 3, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 Mercato Partners Ac

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorpo

May 19, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

May 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transi

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

May 2, 2023 CORRESP

Mercato Partners Acquisition Corporation 2750 E. Cottonwood Parkway, Suite #500 Cottonwood Heights, Utah 84121

CORRESP Mercato Partners Acquisition Corporation 2750 E. Cottonwood Parkway, Suite #500 Cottonwood Heights, Utah 84121 May 2, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Melissa Kindelan Re: Mercato Partners Acquisition Corporation Form 10-K for the Fiscal Year Ended D

May 2, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-4101

April 10, 2023 425

Filed by Nvni Group Limited

Filed by Nvni Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mercato Partners Acquisition Corporation Commission File No.

April 7, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorporati

April 4, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41017

March 31, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

February 28, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2023 Mercato Partner

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorpo

February 27, 2023 EX-10.4

Form of Lock-up Agreement to be entered by and between Nvni Group Limited and each of the stockholders of the Company to be listed on Exhibit A thereto (1)

EX-10.4 Exhibit 10.4 Final Form FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [•], 2023 by and among Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), and each of the stockholder parties identified on Exhibit A hereto (together with any other Person who, following the effective date of this Agreemen

February 27, 2023 EX-99.1

Nuvini and Mercato Partners Acquisition Corporation Announce Business Combination Transaction

EX-99.1 Exhibit 99.1 Nuvini and Mercato Partners Acquisition Corporation Announce Business Combination Transaction • Nuvini acquires and manages a portfolio of high growth software-as-a-service (“SaaS”) companies in Latin America. • The expected funding and capital markets access from the proposed business combination will enable Nuvini to continue furthering its acquisition strategy. • Combined c

February 27, 2023 EX-10.5

Form of Registration Rights Agreement to be entered by and among Nvni Group Limited, Mercato Partners Acquisition Group, LLC, certain parties set forth on Exhibit A thereto and certain former shareholders of Nuvini Holdings Limited set forth on Exhibit B thereto (1)

EX-10.5 Exhibit 10.5 Final Form FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2023, is made and entered into by and among Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), certai

February 27, 2023 EX-10.3

Shareholder Voting and Support Agreement, dated as of February 26, 2023, by and among Mercato Partners Acquisition Corporation, Nuvini Holdings Limited and the other parties signatory thereto (1)

EX-10.3 Exhibit 10.3 Execution Version SHAREHOLDER VOTING AND SUPPORT AGREEMENT This Shareholder Voting and Support Agreement (this “Shareholder Agreement”) is dated as of February 26, 2023, by and among, Heru Investment Holdings Ltd. (the “Stockholder”), Mercato Partners Acquisition Corporation, a Delaware corporation (“SPAC”), Nuvini Holdings Limited, an exempted company incorporated with limite

February 27, 2023 EX-10.1

Form of Contribution and Exchange Agreement to be entered by and among Nvni Group Limited and all of the shareholders of Nuvini Holdings Limited (1)

EX-10.1 Exhibit 10.1 Final Form CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of , 2023 by and among all of the shareholders of Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands and a direct subsidiary of the Company’s shareholders (the “Company”), all of whom are set

February 27, 2023 EX-10.2

Sponsor Support Agreement, dated as of February 26, 2023, by and among Mercato Partners Acquisition Group, LLC, the persons listed on Schedule I thereto, Mercato Partners Acquisition Corporation, Nuvini Holdings Limited and Nvni Group Limited (1)

EX-10.2 Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 26, 2023, by and among Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), the Persons listed on Schedule I hereto (together with the Sponsor, each, a “Stockholder” and, collectively, the “Stockholders”), Merca

February 27, 2023 425

Nuvini and Mercato Partners Acquisition Corporation Announce Business Combination Transaction

Filed by Nvni Group Limited pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mercato Partners Acquisition Corporation Commission File No.

February 27, 2023 EX-2.1

Business Combination Agreement, dated February 26, 2023, by and among Mercato Partners Acquisition Corporation, Nuvini Holdings Limited, Nvni Group Limited and Nuvini Merger Sub, Inc. (1)

EX-2.1 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among NUVINI HOLDINGS LIMITED, NVNI GROUP LIMITED, NUVINI MERGER SUB, INC., and MERCATO PARTNERS ACQUISITION CORPORATION dated as of February 26, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1.1. Defined Terms 3 ARTICLE II CONTRIBUTION AND THE MERGER 2.1. Contribution 21 2.2. Merger 21 2.3. Closing; Effective Times 21

February 27, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorpo

February 14, 2023 SC 13G/A

MPRA / Mercato Partners Acquisition Corp - Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mercato Partners Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 58759A108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement)

February 14, 2023 SC 13G/A

MPRA / Mercato Partners Acquisition Corp - Class A / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Mercato Partners Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (the “Shares”) (Title of Class of Secu

February 13, 2023 SC 13G/A

MPRA / Mercato Partners Acquisition Corp - Class A / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm236131d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Mercato Partners Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 58759A108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires F

February 10, 2023 SC 13G/A

MPRA / Mercato Partners Acquisition Corp - Class A / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gamercatopartners.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Mercato Partners Acquisition Corp (Name of Issuer) Units, each consisting of one share of Class A common stock and one-half of one warrant (Title of Class of Securities) 58759A108 (CUSIP Number) December 31, 2022 (Date

February 10, 2023 SC 13G/A

MPRA / Mercato Partners Acquisition Corp - Class A / Weiss Asset Management LP Passive Investment

SC 13G/A 1 mpra13ga31dec2022.htm =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Mercato Partners Acquisition Corporation - (Name of Issuer) Class A Common Stock, par value $0.0001 per share - (Title of Class of Securitie

February 8, 2023 EX-3.1

Amendment to the Second Amended and Restated Certificate of Incorporation (3)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERCATO PARTNERS ACQUISITION CORPORATION Mercato Partners Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify: 1. The original certificate of incorporation of the Corporation was filed with the Secretary o

February 8, 2023 EX-10.1

Promissory Instrument, dated February 3, 2023, between the Registrant and Mercato Partners Acquisition Group, LLC (4)

Exhibit 10.1 THIS PROMISSORY INSTRUMENT (THIS “INSTRUMENT”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS INSTRUMENT HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SU

February 8, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorpor

February 8, 2023 EX-10.2

Amendment No. 1 to the Investment Management Trust Agreement, dated February 3, 2023, entered into between the Company and Continental Stock Transfer & Trust Company. (4)

Exhibit 10.2 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 3, 2023, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained

January 30, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential,for Use of the Commission

January 30, 2023 SC 13G/A

MPRA / Mercato Partners Acquisition Corp - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - MERCATO PARTNERS ACQUISITION CORPORATION Passive Investment

SC 13G/A 1 p23-0324sc13ga.htm MERCATO PARTNERS ACQUISITION CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mercato Partners Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 58759A108 (CUSIP Number) December 31, 2022 (Date of even

January 18, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒Definit

January 10, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 Mercato Partners

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorpor

January 10, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2023 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorpor

January 10, 2023 EX-99.1

Mercato Partners Acquisition Corporation Signs Letter of Intent for a Business Combination

EX-99.1 2 d426930dex991.htm EX-99.1 Exhibit 99.1 Mercato Partners Acquisition Corporation Signs Letter of Intent for a Business Combination SALT LAKE CITY, UTAH—January 10, 2023—Mercato Partners Acquisition Corporation (NASDAQ: MPRA) (“Mercato Partners”) today announced that it has entered a non-binding letter of intent (“LOI”) for a business combination with Nuvini S.A. (“Nuvini”). Nuvini acquire

January 5, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 d440878dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as pe

November 21, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2022 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorpo

November 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

November 14, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41

July 29, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2022 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorporati

July 29, 2022 EX-99.1

PROMISSORY INSTRUMENT Principal Amount: Up to $1,500,000 Dated as of July 26, 2022

Exhibit 99.1 THIS PROMISSORY INSTRUMENT (THIS “INSTRUMENT”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS INSTRUMENT HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SU

July 22, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2022 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorporati

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

April 15, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41017

April 15, 2022 EX-4.5

Description of Securities*

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of securities of Mercato Partners Acquisition Corp. (the ?company,? ?we,? ?us? and ?our?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the company?s second amended and restated certificate of incorporation (our ?amended and restated certificate of incorporation?), byl

April 15, 2022 EX-10.9

Administrative Services Agreement, dated April 11, 2022, between the Registrant and Mercato Management, LLC (3)

Exhibit 10.9 Mercato Partners Acquisition Corp. 2750 E. Cottonwood Parkway, Suite #500 Cottonwood Heights, Utah 84121 April 11, 2022 Mercato Management, LLC 2750 E. Cottonwood Parkway, Suite #500 Cottonwood Heights, Utah 84121 Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement on Form S-

March 31, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

February 14, 2022 SC 13G

MPRA / Mercato Partners Acquisition Corp - Class A / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Mercato Partners Acquisition Corporation (Name of Issuer) Units, each consisting of one share of Class A common stock and one-half of one warrant (Title of Class of Securities) 58759A108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filin

February 14, 2022 SC 13G/A

MPRA / Mercato Partners Acquisition Corp - Class A / CITADEL ADVISORS LLC - MERCATO PARTNERS ACQUISITION CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Mercato Partners Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Class

February 11, 2022 SC 13G

MPRA / Mercato Partners Acquisition Corp - Class A / Weiss Asset Management LP Passive Investment

=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 3, 2022 SC 13G/A

HIGHBRIDGE CAPITAL MANAGEMENT LLC - MERCATO PARTNERS ACQUISITION CORPORATION

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mercato Partners Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 58759A108 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to

December 23, 2021 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d265914d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2021 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or othe

December 23, 2021 EX-99.1

Mercato Partners Acquisition Corporation Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing December 27, 2021

Exhibit 99.1 Mercato Partners Acquisition Corporation Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing December 27, 2021 Cottonwood Heights, UT — (December 23, 2021) —Mercato Partners Acquisition Corporation (the “Company”) announced that, commencing December 27, 2021, holders of the units sold in the Company’s initial public offering (the “Units”) may elect to s

November 23, 2021 EX-99.1

Mercato Partners Acquisition Corporation Announces the Full Exercise of Overallotment Option in Connection with its Initial Public Offering

Exhibit 99.1 Mercato Partners Acquisition Corporation Announces the Full Exercise of Overallotment Option in Connection with its Initial Public Offering Cottonwood Heights, UT (November 23, 2021) ? Mercato Partners Acquisition Corporation (?MPRA? or the ?Company?) announced today that the underwriter of its previously announced public offering of units has exercised its overallotment option, resul

November 23, 2021 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2021 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorpo

November 18, 2021 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Mercato Partners Acquisition Corporation, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, o

November 18, 2021 SC 13G

CITADEL ADVISORS LLC - MERCATO PARTNERS ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Mercato Partners Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 5

November 18, 2021 SC 13G

HIGHBRIDGE CAPITAL MANAGEMENT LLC - MERCATO PARTNERS ACQUISITION CORPORATION

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mercato Partners Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 58759A207** (CUSIP Number) November 8, 2021 (Date of event which requires filing of this statement) Check the appropriate box to d

November 16, 2021 SC 13G

Apollo Management Holdings GP, LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Mercato Partners Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 58759A207** (CUSIP Number) November 8, 2021 (Date of Event Which Requires Filing of this Statement) Check the approp

November 16, 2021 EX-99.1

MERCATO PARTNERS ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Audited Financial Statement of Mercato Partners Acquisition Corporation Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 8, 2021 F-3 No

Exhibit 99.1 MERCATO PARTNERS ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Audited Financial Statement of Mercato Partners Acquisition Corporation Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 8, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of

November 16, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2021 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorpor

November 12, 2021 SC 13G

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mercato Partners Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 58759A207 (CUSIP Number) November 4, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

November 8, 2021 EX-10.4

Private Placement Warrants Purchase Agreement, dated November 3, 2021, between the Company and the Sponsor.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of November 3, 2021, is entered into by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the ?Company?), and Mercato Partners Acquisition Group, LL

November 8, 2021 EX-99.1

Mercato Partners Acquisition Corporation Announces the Pricing of its $200M Initial Public Offering

Exhibit 99.1 Mercato Partners Acquisition Corporation Announces the Pricing of its $200M Initial Public Offering Cottonwood Heights, UT (November 4, 2021) Mercato Partners Acquisition Corporation (?MPRA? or the ?Company?) announced today that it has priced its initial public offering of 20,000,000 units at a price of $10.00 per unit for aggregate gross proceeds of $200,000,000. MPRA is a newly inc

November 8, 2021 EX-99.2

Mercato Partners Acquisition Corporation Announces the Closing of its $200M Initial Public Offering

EX-99.2 15 d153216dex992.htm EX-99.2 Exhibit 99.2 Mercato Partners Acquisition Corporation Announces the Closing of its $200M Initial Public Offering Cottonwood Heights, UT (November 8, 2021) – Mercato Partners Acquisition Corporation (“MPRA” or the “Company”) announced today that it closed its initial public offering of 20,000,000 units at a price of $10.00 per unit for aggregate gross proceeds o

November 8, 2021 EX-10.1

Letter Agreement, dated November 3, 2021, among Mercato Partners Acquisition Corporation, its officers and directors and the Sponsor (incorporated by reference to the Company’s Form 8-K, filed with the SEC on November 8, 2021).

Exhibit 10.1 November 3, 2021 Mercato Partners Acquisition Corporation 2750 E. Cottonwood Parkway Suite #500 Cottonwood Heights, Utah 84121 Attention: Greg Warnock Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into b

November 8, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2021 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41017 86-2230021 (State or other jurisdiction of incorpor

November 8, 2021 EX-10.2

Investment Management Trust Agreement, dated November 3, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of November 3, 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, F

November 8, 2021 EX-4.1

Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (2)

Exhibit 4.1 WARRANT AGREEMENT between MERCATO PARTNERS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of November 3, 2021, is by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such cap

November 8, 2021 EX-1.1

Underwriting Agreement, dated November 3, 2021, among the Company and BofA Securities, Inc., as representative of the underwriter named therein.

Exhibit 1.1 Execution Copy MERCATO PARTNERS ACQUISITION CORPORATION a Delaware corporation 20,000,000 Units UNDERWRITING AGREEMENT Dated: November 3, 2021 MERCATO PARTNERS ACQUISITION CORPORATION a Delaware company 20,000,000 Units UNDERWRITING AGREEMENT November 3, 2021 BofA Securities, Inc. as Representative of the Underwriter One Bryant Park New York, New York 10036 Ladies and Gentlemen: Mercat

November 8, 2021 EX-10.8

Indemnity Agreement, dated November 3, 2021, between the Company and Greg Warnock.

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 3, 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the ?Company?), and Greg Warnock (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th

November 8, 2021 EX-10.6

Indemnity Agreement, dated November 3, 2021, between the Company and Joshua James.

EX-10.6 10 d153216dex106.htm EX-10.6 Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 3, 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Joshua James (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, offi

November 8, 2021 EX-10.7

Indemnity Agreement, dated November 3, 2021, between the Company and Michael Rosen.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 3, 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the ?Company?), and Michael Rosen (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless t

November 8, 2021 EX-10.3

Registration Rights Agreement, dated November 3, 2021, among the Company and certain security holders named therein.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 3, 2021, is made and entered into by and among Mercato Partners Acquisition Corporation, a Delaware corporation (the ?Company?), and Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holders on t

November 8, 2021 EX-10.5

Indemnity Agreement, dated November 3, 2021, between the Company and Greg Butterfield.

Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 3, 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the ?Company?), and Greg Butterfield (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unles

November 8, 2021 EX-10.9

Indemnity Agreement, dated November 3, 2021, between the Company and Scott Klossner.

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 3, 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the ?Company?), and Scott Klossner (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless

November 8, 2021 EX-3.1

Second Amended and Restated Certificate of Incorporation (2)

EX-3.1 3 d153216dex31.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERCATO PARTNERS ACQUISITION CORPORATION November 3, 2021 Mercato Partners Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The original certificate of incorporation of the Corporation w

November 5, 2021 424B4

$200,000,000 Mercato Partners Acquisition Corporation 20,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-260219 PROSPECTUS $200,000,000 Mercato Partners Acquisition Corporation 20,000,000 Units Mercato Partners Acquisition Corporation is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination wi

November 3, 2021 8-A12B

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mercato Partners Acquisition Corporation (Exact Name o

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mercato Partners Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2230021 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 2750 E. Co

October 13, 2021 EX-10.3

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fil

October 13, 2021 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 MERCATO PARTNERS ACQUISITION CORPORATION a Delaware corporation 20,000,000 Units UNDERWRITING AGREEMENT Dated: [?], 2021 MERCATO PARTNERS ACQUISITION CORPORATION a Delaware company 20,000,000 Units UNDERWRITING AGREEMENT [?], 2021 BofA Securities, Inc. as Representative of the Underwriter One Bryant Park New York, New York 10036 Ladies and Gentlemen: Mercato Partners Acquisition Compan

October 13, 2021 EX-99.2

Consent of Joshua James, Director Nominee

EX-99.2 21 d138747dex992.htm EX-99.2 Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Mercato Partners Acquisition Corporation, of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named a

October 13, 2021 EX-99.1

Consent of Greg Butterfield, Director Nominee

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Mercato Partners Acquisition Corporation, of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors

October 13, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 FORM OF WARRANT AGREEMENT between MERCATO PARTNERS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capac

October 13, 2021 EX-3.3

Form of Second Amended and Restated Certificate of Incorporation

Exhibit 3.3 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERCATO PARTNERS ACQUISITION CORPORATION , 2021 Mercato Partners Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The original certificate of incorporation of the Corporation was filed with the Secretary of State of Del

October 13, 2021 EX-3.2

First Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERCATO PARTNERS ACQUISITION CORPORATION March 16, 2021 Mercato Partners Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The original certificate of incorporation of the Corporation was filed with the Secretary of State of De

October 13, 2021 EX-3.1

Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF MERCATO PARTNERS ACQUISITION CORPORATION February 22, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Mercato Partners Acquisition Cor

October 13, 2021 EX-10.5

Securities Subscription Agreement, dated March 4, 2021, between the Registrant and Mercato Partners Acquisition Group, LLC

Exhibit 10.5 MERCATO PARTNERS ACQUISITION CORPORATION 2750 E. Cottonwood Parkway Suite 500 Cottonwood Heights, Utah 84121 Mercato Partners Acquisition Group, LLC March 4, 2021 2750 E. Cottonwood Parkway Suite 500 Cottonwood Heights, Utah 84121 RE: Securities Subscription Agreement Ladies and Gentlemen: Mercato Partners Acquisition Corporation, a Delaware corporation (the ?Company?), is pleased to

October 13, 2021 EX-10.1

Promissory Note, dated March 4, 2021, issued to Mercato Partners Acquisition Group, LLC

EX-10.1 11 d138747dex101.htm EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN

October 13, 2021 EX-10.4

Form of Registration Rights Agreement between the Registrant and certain securityholders

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the

October 13, 2021 EX-10.2

Form of Letter Agreement among the Registrant and the Registrant’s officers and directors and Mercato Partners Acquisition Group, LLC

EX-10.2 12 d138747dex102.htm EX-10.2 Exhibit 10.2 , 2021 Mercato Partners Acquisition Corporation 2750 E. Cottonwood Parkway Suite #500 Cottonwood Heights, Utah 84121 Attention: Greg Warnock Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or pr

October 13, 2021 EX-99.3

Consent of Michael Rosen, Director Nominee

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Mercato Partners Acquisition Corporation, of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors

October 13, 2021 S-1

As filed with the U.S. Securities and Exchange Commission on October 13, 2021.

S-1 1 d138747ds1.htm S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on October 13, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mercato Partners Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 86-223002

October 13, 2021 EX-4.2

Specimen Class A Common Stock Certificate (1)

EX-4.2 8 d138747dex42.htm EX-4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ 🌑 ] MERCATO PARTNERS ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF MERCATO PARTNERS ACQUISITION CORPORAT

October 13, 2021 EX-10.6

Amendment No. 1 to Securities Subscription Agreement, dated June 8, 2021, between the Registrant and Mercato Partners Acquisition Group, LLC

Exhibit 10.6 Mercato Partners Acquisition Corporation 2750 E. Cottonwood Parkway Suite 500 Cottonwood Heights, Utah 84121 June 8, 2021 Mercato Partners Acquisition Corporation 2750 E. Cottonwood Parkway Suite 500 Cottonwood Heights, Utah 84121 RE: Amendment No. 1 to Securities Subscription Agreement Ladies and Gentlemen: THIS AMENDMENT NO. 1 TO SECURITIES SUBSCRIPTION AGREEMENT (this ?Amendment?)

October 13, 2021 EX-10.7

Form of Private Placement Warrants Subscription Agreement between the Registrant and Mercato Partners Acquisition Group, LLC

Exhibit 10.7 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of , 2021, is entered into by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the ?Company?), and Mercato Partners Acquisition Group, LLC,

October 13, 2021 EX-4.1

Specimen Unit Certificate (1)

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ? ] MERCATO PARTNERS ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THATis the owner ofUnits. Each Unit (?Unit?) consists of one (1) share of Class A common

October 13, 2021 EX-10.8

Form of Indemnity Agreement

Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [ ? ], 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pro

October 13, 2021 EX-3.4

Bylaws (1)

Exhibit 3.4 BYLAWS OF MERCATO PARTNERS ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered

June 11, 2021 EX-10.3

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.3 5 filename5.htm Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration st

June 11, 2021 EX-10.2

[Signature Page Follows]

Exhibit 10.2 , 2021 Mercato Partners Acquisition Corporation 2750 E. Cottonwood Parkway Suite #500 Cottonwood Heights, Utah 84121 Attention: Greg Warnock Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and amon

June 11, 2021 EX-4.1

SEE REVERSE FOR CERTAIN DEFINITIONS

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ? ] MERCATO PARTNERS ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THATis the owner ofUnits. Each Unit (?Unit?) consists of one (1) share of Class A common

June 11, 2021 EX-10.6

Mercato Partners Acquisition Corporation 2750 E. Cottonwood Parkway Suite 500 Cottonwood Heights, Utah 84121

EX-10.6 7 filename7.htm Exhibit 10.6 Mercato Partners Acquisition Corporation 2750 E. Cottonwood Parkway Suite 500 Cottonwood Heights, Utah 84121 June 8, 2021 Mercato Partners Acquisition Corporation 2750 E. Cottonwood Parkway Suite 500 Cottonwood Heights, Utah 84121 RE: Amendment No. 1 to Securities Subscription Agreement Ladies and Gentlemen: THIS AMENDMENT NO. 1 TO SECURITIES SUBSCRIPTION AGREE

June 11, 2021 EX-10.4

FORM OF REGISTRATION RIGHTS AGREEMENT

EX-10.4 Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder

June 11, 2021 EX-10.8

FORM OF INDEMNITY AGREEMENT

EX-10.8 Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ 🌑 ], 2021, by and between Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless the

June 11, 2021 EX-4.2

SEE REVERSE FOR CERTAIN DEFINITIONS

EX-4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ 🌑 ] MERCATO PARTNERS ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF MERCATO PARTNERS ACQUISITION CORPORATION (THE “CORPORATION”) tr

June 11, 2021 DRS/A

As confidentially submitted with the U.S. Securities and Exchange Commission on June 11, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly

Table of Contents As confidentially submitted with the U.S. Securities and Exchange Commission on June 11, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CONFIDENTIAL DRAFT SUBMI

April 5, 2021 EX-3.3

BYLAWS MERCATO PARTNERS ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I

EX-3.3 4 filename4.htm Exhibit 3.3 BYLAWS OF MERCATO PARTNERS ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Co

April 5, 2021 EX-10.1

PROMISSORY NOTE Principal Amount: Up to $300,000 Dated as of March 4, 2021

EX-10.1 5 filename5.htm Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE

April 5, 2021 EX-10.5

MERCATO PARTNERS ACQUISITION CORPORATION 2750 E. Cottonwood Parkway Suite 500 Cottonwood Heights, Utah 84121 Mercato Partners Acquisition Group, LLC March 4, 2021 2750 E. Cottonwood Parkway Suite 500 Cottonwood Heights, Utah 84121

EX-10.5 Exhibit 10.5 MERCATO PARTNERS ACQUISITION CORPORATION 2750 E. Cottonwood Parkway Suite 500 Cottonwood Heights, Utah 84121 Mercato Partners Acquisition Group, LLC March 4, 2021 2750 E. Cottonwood Parkway Suite 500 Cottonwood Heights, Utah 84121 RE: Securities Subscription Agreement Ladies and Gentlemen: Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), is ple

April 5, 2021 DRS

As confidentially submitted with the U.S. Securities and Exchange Commission on April 2, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly

DRS 1 filename1.htm Table of Contents As confidentially submitted with the U.S. Securities and Exchange Commission on April 2, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM

April 5, 2021 EX-3.2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MERCATO PARTNERS ACQUISITION CORPORATION March 16, 2021

EX-3.2 3 filename3.htm Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERCATO PARTNERS ACQUISITION CORPORATION March 16, 2021 Mercato Partners Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The original certificate of incorporation of the Corporation was filed with the S

April 5, 2021 EX-99.1

Consent to be Named as a Director Nominee

EX-99.1 8 filename8.htm Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Mercato Partners Acquisition Corporation, of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t

April 5, 2021 EX-3.1

CERTIFICATE OF INCORPORATION MERCATO PARTNERS ACQUISITION CORPORATION February 22, 2021

EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF MERCATO PARTNERS ACQUISITION CORPORATION February 22, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Mercato P

April 5, 2021 EX-99.2

Consent to be Named as a Director Nominee

EX-99.2 9 filename9.htm Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Mercato Partners Acquisition Corporation, of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t

April 5, 2021 EX-99.3

Consent to be Named as a Director Nominee

EX-99.3 10 filename10.htm Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Mercato Partners Acquisition Corporation, of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

April 5, 2021 EX-10.2

[Signature Page Follows]

EX-10.2 6 filename6.htm Exhibit 10.2 , 2021 Mercato Partners Acquisition Corporation 2750 E. Cottonwood Parkway Suite #500 Cottonwood Heights, Utah 84121 Attention: Greg Warnock Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista