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~~August 184, 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 3 8.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~ Events

As previously announced, on ~~July~~February 213, ~~2022~~2023, Mercato Partners Acquisition Corporation, ~~(the~~a Delaware corporation (“~~Company~~Mercato”) ~~notified~~held ~~the~~a ~~Listing~~special ~~Qualifications~~meeting ~~Department~~ of ~~the~~stockholders ~~Nasdaq~~to ~~Stock~~consider, ~~Market~~among ~~(“Nasdaq”)~~other ~~that~~things, ~~due~~proposals to ~~the~~amend ~~previously~~Mercato’s ~~disclosed~~second ~~resignation~~amended ofand ~~Joshua~~restated ~~James~~certificate ~~from the Company’s Board~~ of ~~Directors~~incorporation ~~(the~~in ~~“Board”)~~order ~~(as~~to ~~described~~further inextend ~~Item~~the ~~5.02~~period ofMercato ~~the~~has ~~Current~~to ~~Report~~complete onan ~~Form~~initial ~~8-K~~business ~~filed~~combination onbeyond July 228, ~~2022),~~2023 ~~the~~on ~~Company~~a ~~was~~monthly ~~not~~basis inup ~~compliance~~to ~~with~~five ~~the~~(5) times, ~~audit~~with ~~committee~~each ~~requirements~~extension ~~set~~allowing ~~forth~~for inan ~~Nasdaq~~additional ~~Listing~~one ~~Rule~~(1) month ~~5605.~~period, ~~More~~from ~~specifically~~July 8, ~~the~~2023 ~~Board’s~~to ~~Audit~~December 8, ~~Committee~~2023, ~~did~~provided ~~not~~that ~~have~~Mercato atcontributes ~~least~~to ~~three~~the ~~members~~trust account, ~~each~~established ofat ~~whom~~the isclosing ~~independent~~of ~~and~~Mercato’s ~~meets~~initial ~~the~~public ~~criteria~~offering for ~~independence~~the ~~set~~benefit ~~forth~~of inits ~~Rule~~public ~~10A-3(b)(1)~~stockholders ~~under~~ (the ~~Securities~~“Trust ~~Exchange~~Account”), ~~Act~~the amount of ~~1934~~$135,000 asfor ~~amended,~~each asone-month ~~required~~extension, bypaid ~~Nasdaq~~on ~~Listing~~a ~~Rule~~month-to-month ~~5605(c)(2)(A).~~and ~~Consistent~~as-needed ~~with~~basis ~~Nasdaq~~based ~~Listing~~on ~~Rules~~the ~~5605(c)(4),~~sole ~~Nasdaq~~discretion ~~provided~~of ~~the~~Mercato’s ~~Company~~sponsor, aMercato ~~cure~~Partners ~~period~~Acquisition toGroup, ~~regain~~LLC ~~compliance~~ (~~i) until~~ the ~~earlier~~“Sponsor”). ofAt the ~~Company’s~~special ~~next~~meeting, ~~annual~~the ~~shareholders’~~requisite ~~meeting~~number orof ~~July 19,~~stockholders ~~2023,~~voted orin ~~(ii) if~~favor ~~the~~of ~~next~~these ~~annual~~proposals. ~~shareholders’~~As ~~meeting~~previously ~~was~~reported, ~~held~~on ~~before January~~June 1630, 2023, ~~then~~Mercato ~~the~~extended ~~Company~~its ~~must~~period ~~have~~to ~~evidenced~~consummate ~~compliance~~an noinitial ~~later~~business ~~than~~combination ~~January~~up to August 168, 2023.

On ~~July 18~~August 4, 2023, JBMercato ~~Henriksen~~received ~~was~~notice ~~appointed~~from tothe ~~serve~~Sponsor asthat ait ~~Class II~~was ~~member~~again ofextending the ~~Board~~period ~~and~~available ato ~~member~~Mercato ofto ~~the~~consummate ~~Board’s~~an ~~Audit~~initial ~~Committee.~~business Ascombination afrom ~~result~~August 8, 2023 to September 8, 2023 (the ~~Company~~“August is2023 inExtension”). ~~compliance~~In connection with the ~~Audit~~August ~~Committee~~2023 ~~composition~~Extension, ~~requirements~~on ofAugust 4, ~~Nasdaq~~2023, ~~Listing~~the ~~Rule~~Sponsor ~~5605(c)(2)(A)~~deposited at$135,000 into the ~~time~~Trust ofAccount, ~~this~~on ~~filing.~~behalf ~~Currently~~of Mercato, ~~the~~thereby ~~Board~~effectively ~~has~~further ~~three~~extending ~~independent~~the ~~members~~period ~~and~~for ~~one~~Mercato ~~non-independent~~to ~~member,~~consummate ~~and~~an ~~the~~initial ~~Audit~~business ~~Committee~~combination ~~consists~~up ofto ~~the~~September 8, ~~three independent members~~2023.

~~Item 5.02.~~Important ~~Departure~~Information ofAbout ~~Directors~~the orBusiness ~~Certain~~Combination ~~Officers;~~and ~~Election~~Where ofto ~~Directors;~~Find ~~Appointment~~It ~~of Certain Officers; Compensatory Arrangements of Certain Officers.~~

On ~~July~~February 1826, 2023, ~~the~~Mercato ~~holders~~entered ofinto ~~5,575,000~~a ~~shares~~business ofcombination ~~the~~agreement ~~Company’s~~with ~~Class B~~Nuvini ~~common~~Holdings ~~stock~~Limited, ~~(the~~an ~~“Class B~~exempted ~~Stockholders”),~~company ~~representing~~incorporated ~~96.9%~~with oflimited liability in the ~~outstanding~~Cayman ~~shares~~Islands of(“Nuvini”), ~~Class B~~Nvni ~~common~~Group ~~stock~~Limited, ~~appointed~~an ~~Mr. Henriksen~~exempted tocompany ~~serve~~incorporated onwith ~~the~~limited ~~Board~~liability asin athe ~~director.~~Cayman ~~Mr. Henriksen~~Islands ~~has~~(“New ~~been~~PubCo”) ~~determined~~and byNuvini ~~the~~Merger ~~Board~~Sub, toInc., bea anDelaware ~~independent~~corporation ~~director~~and ~~under~~direct, ~~the~~wholly-owned ~~listing~~subsidiary ~~rules~~ of ~~the~~Nvini ~~Nasdaq~~Intermediate ~~Stock~~2 ~~Market.~~Limited, ~~Mr. Henriksen~~an ~~has~~exempted ~~also~~company ~~been~~incorporated ~~appointed~~with tolimited ~~the~~liability ~~Audit~~in ~~Committee of~~ the ~~Board~~Cayman Islands.

~~Mr. Henriksen,~~In ~~65,~~connection ~~has~~with ~~served as~~ the ~~outsourced~~proposed ~~CFO~~business ofcombination, ~~numerous~~New ~~businesses,~~PubCo ~~including~~initially ~~multiple~~filed inwith the ~~medical~~U.S. ~~products~~Securities and ~~services~~Exchange ~~industries,~~Commission ~~and~~(the ~~has~~“SEC”) ~~served~~on asJune 16, ~~the~~2023 ~~Acting~~a ~~CFO~~registration ~~for~~statement ~~several~~on ~~high~~Form ~~growth~~F-4 ~~companies~~(as inamended, the ~~wholesale,~~“registration ~~retail~~statement”), ~~technology~~which ~~and~~includes ~~medical~~a ~~space.~~preliminary ~~From~~proxy ~~January~~statement/prospectus ~~2005~~and toother ~~December~~relevant ~~2020, Mr~~documents. ~~Henriksen~~ ~~served~~New asPubCo aintends ~~partner~~to infile ~~the firm Ampleo (formerly Advanced CFO),~~ a ~~company~~definitive ~~providing~~proxy ~~fractional~~statement/prospectus ~~business~~to ~~professional~~be ~~services~~distributed to ~~small~~Mercato’s ~~and~~stockholders ~~midsized~~in ~~companies~~connection ~~servicing~~with aMercato’s ~~variety~~solicitation of ~~industries.~~proxies ~~Mr. Henriksen~~for ~~graduated from~~ the ~~University~~vote ofby ~~Utah~~Mercato’s stockholders with arespect ~~degree~~to inthe ~~Accounting~~proposed ~~and~~business ~~later~~combination ~~received~~and ~~his~~other ~~MBA~~matters ~~from~~as ~~the~~may ~~University~~be ofdescribed ~~Utah’s~~in ~~David~~the ~~Eccles~~registration ~~School~~statement, ofas ~~Business.~~well Aas ~~licensed~~the ~~Certified~~prospectus ~~Public~~relating ~~Accountant~~to in the ~~State~~offer ofand ~~Utah~~sale ~~(inactive),~~of ~~Mr. Henriksen~~the ~~has~~securities ~~taught~~of ~~finance~~New ~~and~~PubCo ~~accounting~~to atbe ~~Brigham~~issued ~~Young~~in ~~University~~connection ~~and~~with the ~~University~~proposed ofbusiness ~~Utah for over 30 years~~combination.

~~Mercato~~THIS ~~Partners~~CURRENT ~~Acquisition~~REPORT ~~Group,~~ON ~~LLC,~~FORM ~~the~~8-K ~~Company’s~~IS ~~sponsor,~~NOT ~~has~~A ~~agreed~~SUBSTITUTE toFOR ~~transfer~~THE toREGISTRATION ~~Mr. Henriksen 2~~STATEMENT,~~000~~ ~~shares~~THE ofDEFINITIVE ~~the~~PROXY ~~Company’s~~STATEMENT/PROSPECTUS ~~Class B~~OR ~~common~~ANY ~~stock~~OTHER ~~held~~DOCUMENT byTHAT itMERCATO ~~for~~WILL ~~his~~SEND ~~service~~TO onITS ~~the~~STOCKHOLDERS ~~Board~~IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION.

InINVESTORS ~~connection~~AND ~~with~~SECURITY ~~the~~HOLDERS ~~appointment,~~ARE ~~the~~ADVISED ~~Company~~TO ~~and~~READ ~~Mr. Henriksen~~THE ~~will~~REGISTRATION ~~enter~~STATEMENT, ~~into~~PROXY anSTATEMENT/PROSPECTUS ~~indemnification~~AND ~~agreement,~~ANY ~~the~~OTHER ~~form~~RELEVANT ofDOCUMENTS ~~which~~FILED ~~was~~WITH ~~filed~~THE ~~with~~SEC ~~the~~CAREFULLY ~~SEC~~AND onIN ~~October 13,~~THEIR ~~2021,~~ENTIRETY asBECAUSE ~~Exhibit~~THEY ~~10.8~~CONTAIN toIMPORTANT ~~the~~INFORMATION ~~Company’s~~ABOUT ~~Registration~~THE ~~Statement~~PROPOSED onBUSINESS ~~Form~~COMBINATION ~~S-1~~AND ~~dated~~THE ~~October 13,~~PARTIES ~~2021~~TO THE PROPOSED BUSINESS COMBINATION.

~~Other~~Investors ~~than~~and assecurity ~~described~~holders ~~herein,~~will ~~there~~be ~~are~~able noto ~~arrangements~~obtain orcopies ~~understandings~~of ~~pursuant~~the todefinitive ~~which~~proxy ~~Mr. Henriksen~~statement/prospectus ~~was~~(if ~~selected~~and aswhen aavailable) ~~director,~~ and Mrother documents filed with the SEC free of charge at www. ~~Henriksen~~sec.gov. ~~does~~The ~~not~~definitive ~~have~~proxy astatement/final ~~direct~~prospectus or(when ~~indirect~~available) ~~material~~will ~~interest~~be inmailed ~~any~~to ~~transaction~~Mercato ~~required~~stockholders as of a record date to be ~~disclosed~~established ~~pursuant~~for voting on the proposed business combination. Mercato stockholders will also be able to ~~Item~~obtain ~~404(a)~~copies of ~~Regulation~~the ~~S-K~~definitive proxy statement/prospectus without charge, once available, at the SEC’s website at www.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.

~~Item 5.07.~~Participants ~~Submission~~in ofthe ~~Matters~~Solicitation ~~to a Vote of Security Holders.~~

~~The~~Mercato, ~~information~~New ~~set~~PubCo ~~forth~~and Nuvini, and their respective directors, executive officers, other members of management, and employees, under ~~Item~~SEC 5rules, may be deemed participants in the solicitation of proxies of Mercato stockholders in connection with the proposed business combination.02 Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of ~~this~~the ~~Current~~directors ~~Report~~and officers of Mercato, New PubCo and Nuvini in the registration statement on Form 8 F-K4, isinitially ~~incorporated~~filed ~~herein~~with the SEC by ~~reference~~New PubCo on June 16, 2023, which includes a preliminary proxy statement/prospectus of Mercato for the proposed business combination. Information about Mercato’s directors and executive officers is also available in Mercato’s filings with the SEC.

~~Item 9.01.~~No ~~Financial~~Offer ~~Statements~~or ~~and~~Solicitation ~~Exhibits.~~

~~(d)~~This ~~Exhibits~~Current 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.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: August 7, 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