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~~July 3018, 2023

Mercato Partners Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-41017

86-2230021

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2750 E. Cottonwood Parkway

Suite #500

Cottonwood Heights, Utah

84121

(Address of Principal Executive Offices)

(Zip Code)

(801) 220-0055

(Registrant’s telephone number, including area code)

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 communication 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
Units, each consisting of one share of Class A common stock and one-half of one warrant	MPRAU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	MPRA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	MPRAW	The Nasdaq 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 8 3.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously announced, on ~~February~~July 321, ~~2023~~2022, Mercato Partners Acquisition Corporation, ~~a Delaware corporation~~ (the “~~Mercato~~Company”) ~~held~~notified athe ~~special~~Listing ~~meeting~~Qualifications Department of ~~stockholders~~the toNasdaq ~~consider,~~Stock ~~among~~Market ~~other~~(“Nasdaq”) ~~things~~that, ~~proposals~~due to ~~amend~~the ~~Mercato’s~~previously ~~second~~disclosed ~~amended~~resignation ~~and~~of ~~restated~~Joshua ~~certificate~~James from the Company’s Board of ~~incorporation~~Directors in(the ~~order~~“Board”) to(as ~~further~~described ~~extend~~in ~~the~~Item ~~period~~5.02 ~~Mercato~~of ~~has~~the toCurrent ~~complete~~Report anon ~~initial~~Form ~~business~~8-K ~~combination~~filed ~~beyond~~on July 822, ~~2023~~2022), onthe aCompany ~~monthly~~was ~~basis~~not upin tocompliance ~~five~~with ~~(5) times,~~the ~~with~~audit ~~each~~committee ~~extension~~requirements ~~allowing~~set ~~for~~forth anin ~~additional~~Nasdaq ~~one~~Listing ~~(1) month~~Rule ~~period,~~5605. ~~from~~More ~~July 8~~specifically, ~~2023~~the toBoard’s ~~December 8,~~Audit ~~2023,~~Committee ~~provided~~did ~~that~~not ~~Mercato~~have ~~contributes~~at toleast ~~the~~three ~~trust account~~members, ~~established~~each ~~at the closing~~ of ~~Mercato’s~~whom ~~initial~~is ~~public~~independent ~~offering~~and ~~for~~meets the ~~benefit~~criteria offor ~~its~~independence ~~public~~set ~~stockholders~~forth ~~(the~~in ~~“Trust~~Rule ~~Account”~~10A-3(b),(1) under the ~~amount~~Securities Exchange Act of ~~$135~~1934,~~000~~ ~~for~~as ~~each~~amended, ~~one-month~~as ~~extension~~required by Nasdaq Listing Rule 5605(c)(2)(A). Consistent with Nasdaq Listing Rules 5605(c)(4), ~~paid~~Nasdaq onprovided the Company a ~~month-to-month~~cure ~~and~~period ~~as-needed~~to ~~basis~~regain ~~based~~compliance on(i) until the ~~sole~~earlier ~~discretion~~ of ~~Mercato~~the Company’s ~~sponsor,~~next ~~Mercato~~annual ~~Partners~~shareholders’ ~~Acquisition~~meeting ~~Group~~or July 19, ~~LLC~~2023, ~~(the~~or ~~“Sponsor”~~(ii). if At the ~~special~~next annual shareholders’ meeting was held before January 16, 2023, then the ~~requisite~~Company ~~number~~must ofhave ~~stockholders~~evidenced ~~voted~~compliance inno ~~favor~~later ofthan ~~these~~January 16, ~~proposals~~2023.

On ~~June 30~~July 18, 2023, ~~Mercato~~JB ~~received~~Henriksen ~~notice~~was ~~from~~appointed ~~the~~to ~~Sponsor~~serve ~~that~~as ita ~~was~~Class II ~~extending~~member of the ~~period~~Board ~~available~~and toa ~~Mercato~~member toof ~~consummate~~the anBoard’s ~~initial~~Audit ~~business~~Committee. ~~combination~~As ~~from~~a ~~July 8~~result, ~~2023 to August 8, 2023 (~~the ~~“July~~Company ~~2023~~is ~~Extension”).~~in Incompliance ~~connection~~ with the ~~July~~Audit ~~2023~~Committee ~~Extension,~~composition onrequirements ~~June~~of ~~30,~~Nasdaq ~~2023,~~Listing ~~the~~Rule ~~Sponsor~~5605(c)(2)(A) ~~deposited~~at ~~$135,000 into~~ the ~~Trust~~time ~~Account,~~of onthis ~~behalf~~filing. ~~of Mercato~~Currently, ~~thereby~~the ~~effectively~~Board ~~further~~has ~~extending~~three ~~the~~independent ~~period~~members ~~for~~and ~~Mercato~~one tonon-independent ~~consummate~~member, anand ~~initial~~the ~~business~~Audit ~~combination~~Committee upconsists toof ~~August 8,~~the ~~2023~~three independent members.

~~Important~~Item 5.02. ~~Information~~Departure ~~About~~of ~~the~~Directors ~~Business~~or ~~Combination~~Certain ~~and~~Officers; ~~Where~~Election toof ~~Find~~Directors; ItAppointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February~~July 2618, 2023, ~~Mercato~~the ~~entered~~holders ~~into~~of a5,575,000 ~~business~~shares ~~combination~~of ~~agreement~~the ~~with~~Company’s ~~Nuvini~~Class B ~~Holdings~~common ~~Limited,~~stock an(the ~~exempted~~“Class B ~~company~~Stockholders”), ~~incorporated~~representing ~~with~~96.9% ~~limited~~of ~~liability in~~ the ~~Cayman~~outstanding ~~Islands~~shares ~~(“Nuvini”),~~of ~~Nvni~~Class B ~~Group~~common ~~Limited~~stock, anappointed ~~exempted~~Mr. Henriksen ~~company~~to ~~incorporated~~serve ~~with~~on ~~limited~~the ~~liability~~Board inas ~~the~~a ~~Cayman~~director. ~~Islands~~Mr. Henriksen ~~(“New~~has ~~PubCo”)~~been ~~and~~determined ~~Nuvini~~by ~~Merger~~the ~~Sub,~~Board ~~Inc.,~~to abe ~~Delaware~~an ~~corporation~~independent ~~and~~director ~~direct,~~under ~~wholly-owned~~the ~~subsidiary~~listing rules of ~~Nvini~~the ~~Intermediate~~Nasdaq 2Stock ~~Limited,~~Market. anMr. Henriksen ~~exempted~~has ~~company~~also ~~incorporated~~been ~~with~~appointed ~~limited~~to ~~liability~~the inAudit ~~the~~Committee ~~Cayman~~of ~~Islands~~the Board.

InMr. Henriksen, ~~connection~~65, ~~with~~has served as the ~~proposed~~outsourced ~~business~~CFO ~~combination,~~of ~~New~~numerous ~~PubCo~~businesses, ~~has~~including ~~filed~~multiple ~~with~~in the ~~U.S.~~medical ~~Securities~~products and ~~Exchange~~services ~~Commission~~industries, (and has served as the ~~“SEC”)~~Acting onCFO ~~June 16,~~for ~~2023~~several ahigh ~~registration~~growth ~~statement~~companies onin ~~Form~~the ~~F-4~~wholesale, ~~which~~retail, ~~includes~~technology aand ~~preliminary~~medical ~~proxy~~space. ~~statement/prospectus~~From ~~and~~January ~~other~~2005 ~~relevant~~to ~~documents~~December 2020, Mr. Henriksen ~~New~~served ~~PubCo~~as ~~intends~~a topartner ~~file~~in the firm Ampleo (formerly Advanced CFO), a ~~definitive~~company ~~proxy~~providing ~~statement/prospectus~~fractional tobusiness beprofessional ~~distributed~~services to ~~Mercato’s~~small ~~stockholders~~and inmidsized ~~connection~~companies ~~with~~servicing ~~Mercato’s~~a ~~solicitation~~variety of ~~proxies~~industries. ~~for~~Mr. Henriksen ~~the~~graduated ~~vote~~from bythe ~~Mercato’s~~University ~~stockholders~~of Utah with ~~respect~~a todegree ~~the~~in ~~proposed~~Accounting ~~business~~and ~~combination~~later ~~and~~received ~~other~~his ~~matters~~MBA asfrom ~~may~~the beUniversity ~~described~~of inUtah’s ~~the~~David ~~registration~~Eccles ~~statement,~~School asof ~~well~~Business. asA ~~the~~licensed ~~prospectus~~Certified ~~relating~~Public toAccountant in the ~~offer~~State ~~and~~of ~~sale~~Utah of(inactive), ~~the~~Mr. Henriksen ~~securities~~has oftaught ~~New~~finance ~~PubCo~~and toaccounting beat ~~issued~~Brigham inYoung ~~connection~~University ~~with~~and the ~~proposed~~University ~~business~~of ~~combination~~Utah for over 30 years.

~~THIS~~Mercato ~~CURRENT~~Partners ~~REPORT~~Acquisition ONGroup, ~~FORM~~LLC, ~~8-K~~the ISCompany’s ~~NOT A SUBSTITUTE FOR THE REGISTRATION STATEMENT~~sponsor, ~~THE~~has ~~DEFINITIVE~~agreed ~~PROXY~~to ~~STATEMENT/PROSPECTUS~~transfer ORto ~~ANY~~Mr. Henriksen ~~OTHER~~2,000 ~~DOCUMENT~~shares ~~THAT~~of ~~MERCATO~~the ~~WILL~~Company’s ~~SEND~~Class B TOcommon ~~ITS~~stock ~~STOCKHOLDERS~~held INby ~~CONNECTION~~it ~~WITH~~for ~~THE~~his ~~PROPOSED~~service ~~BUSINESS~~on ~~COMBINATION~~the Board.

~~INVESTORS~~In ~~AND~~connection ~~SECURITY~~with ~~HOLDERS~~the ~~ARE~~appointment, ~~ADVISED~~the TOCompany ~~READ~~and ~~THE~~Mr. Henriksen ~~REGISTRATION~~will ~~STATEMENT,~~enter ~~PROXY~~into ~~STATEMENT/PROSPECTUS~~an ~~AND~~indemnification ~~ANY~~agreement, ~~OTHER~~the ~~RELEVANT~~form ~~DOCUMENTS~~of ~~FILED~~which ~~WITH~~was ~~THE~~filed ~~SEC~~with ~~CAREFULLY~~the ~~AND~~SEC INon ~~THEIR~~October 13, ~~ENTIRETY~~2021, ~~BECAUSE~~as ~~THEY~~Exhibit ~~CONTAIN~~10.8 ~~IMPORTANT~~to ~~INFORMATION~~the ~~ABOUT~~Company’s ~~THE~~Registration ~~PROPOSED~~Statement ~~BUSINESS~~on ~~COMBINATION~~Form ~~AND~~S-1 ~~THE~~dated ~~PARTIES~~October 13, ~~TO THE PROPOSED BUSINESS COMBINATION~~2021.

~~Investors~~Other ~~and~~than ~~security~~as ~~holders~~described ~~will~~herein, bethere ~~able~~are tono ~~obtain~~arrangements ~~copies~~or ofunderstandings ~~the~~pursuant ~~definitive~~to ~~proxy~~which ~~statement/prospectus~~Mr. Henriksen ~~(if~~was ~~and~~selected ~~when~~as ~~available)~~a director, and ~~other documents filed with the SEC free of charge at www~~Mr.~~sec.gov.~~ Henriksen ~~The~~does ~~definitive~~not ~~proxy~~have ~~statement/final~~a ~~prospectus~~direct ~~(when~~or ~~available)~~indirect ~~will~~material beinterest ~~mailed~~in toany ~~Mercato~~transaction ~~stockholders~~required ~~as of a record date~~ to be ~~established~~disclosed ~~for~~pursuant ~~voting on the proposed business combination. Mercato stockholders will also be able~~ to ~~obtain~~Item ~~copies~~404(a) of ~~the~~Regulation ~~definitive proxy statement/prospectus without charge, once available, at the SEC’s website at www~~S-K.~~sec.gov,~~ ~~or by directing a request to: Mercato Partners Acquisition Corporation, 2750 E. Cottonwood Parkway, Suite #500, Cottonwood Heights, Utah 84121, or MPRA@mercatopartners.com.~~

~~Participants~~Item 5.07. inSubmission ~~the~~of ~~Solicitation~~Matters to a Vote of Security Holders.

~~Mercato,~~The ~~New~~information ~~PubCo~~set ~~and~~forth ~~Nuvini, and their respective directors, executive officers, other members of management, and employees,~~ under ~~SEC~~Item ~~rules, may be deemed participants in the solicitation of proxies of Mercato stockholders in connection with the proposed business combination~~5.02 ~~Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination~~ of ~~the~~this ~~directors~~Current ~~and~~Report ~~officers of Mercato, New PubCo and Nuvini in the registration statement~~ on Form F 8-4,K ~~filed~~is ~~with~~incorporated ~~the~~herein ~~SEC~~ by ~~New PubCo on June 16, 2023, which includes a preliminary proxy statement/prospectus of Mercato for the proposed business combination~~reference. ~~Information about Mercato’s directors and executive officers is also available in Mercato’s filings with the SEC.~~

NoItem 9.01. ~~Offer~~Financial orStatements ~~Solicitation~~and Exhibits.

~~This~~(d) ~~Current~~Exhibits Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities in respect of the proposed business combination. This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

SIGNATURE


Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

Dated: July 3, 2023

Mercato Partners Acquisition Corporation /s/ Scott Klossner Name: Scott Klossner Title: Chief Financial Officer

Date: July 18, 2023

MERCATO PARTNERS ACQUISITION CORPORATION

/s/ Scott Klossner

Scott Klossner

Chief Financial Officer

Filing Compare · Mercato Partners Acquisition Corp