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 614, 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~~communications 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 3.0102 ~~Other~~Unregistered ~~Events~~Sales of Equity Securities.

AsOn ~~previously announced, on February~~September 314, 2023, Mercato Partners Acquisition Corporation, a Delaware corporation, (the “~~Mercato~~Company”), ~~held~~issued aan ~~special~~aggregate ~~meeting~~ of ~~stockholders to consider~~5,395,999 ~~among~~shares ~~other~~of ~~things,~~its ~~proposals~~Class A tocommon ~~amend~~stock, ~~Mercato’s~~par ~~second~~value ~~amended~~$0.0001 ~~and~~per ~~restated~~share ~~certificate~~(“Class ofA ~~incorporation~~common instock”), ~~order~~ to ~~further extend the period~~ Mercato ~~has~~Partners toAcquisition ~~complete~~Group, ~~an initial business combination beyond July 8~~LLC, ~~2023 on~~ a ~~monthly~~Delaware ~~basis~~limited upliability tocompany ~~five~~ (5the “Sponsor”) ~~times~~, ~~with~~upon ~~each~~the ~~extension~~conversion ~~allowing~~of ~~for~~ an ~~additional~~equal ~~one~~number ~~(1) month~~of ~~period,~~shares ~~from~~of ~~July 8,~~the ~~2023~~Company’s ~~to December~~Class 8,B ~~2023~~common stock, ~~provided~~par ~~that~~value ~~Mercato~~$0.0001 ~~contributes~~per toshare ~~the~~(“Class B ~~trust~~common ~~account~~stock”), ~~established~~held atby the ~~closing~~Sponsor ~~of Mercato’s initial public offering for the benefit of its public stockholders~~ (the “~~Trust Account~~Conversion”),. ~~the~~The ~~amount of $135~~5,~~000 for each one-month extension~~395,999 ~~paid~~shares onof aClass A ~~month-to-month~~common ~~and~~stock ~~as-needed~~issued ~~basis~~in ~~based~~connection onwith the ~~sole~~Conversion ~~discretion~~are ofsubject ~~Mercato’s~~to ~~sponsor, Mercato Partners Acquisition Group, LLC (~~the ~~“Sponsor”).~~same Atrestrictions ~~the~~as ~~special~~applied ~~meeting,~~to the ~~requisite~~shares ~~number~~ of ~~stockholders~~Class B ~~voted~~common instock ~~favor~~before ofthe ~~these~~Conversion, ~~proposals. Further~~including, asamong ~~previously~~other ~~announced~~things, oncertain ~~June 30,~~transfer ~~2023~~restrictions, ~~Mercato~~waiver ~~extended~~of ~~the~~redemption ~~period~~rights ~~for~~and ~~Mercato~~the obligation to ~~consummate~~vote in favor of an initial business combination ~~up to August 8~~, ~~2023.~~as Ondescribed ~~August 4,~~in ~~2023, Mercato further extended~~ the ~~period~~prospectus for ~~Mercato~~the toCompany’s ~~consummate an~~ initial ~~business~~public ~~combination up to September 8, 2023~~offering.

OnFollowing ~~September 6,~~the ~~2023~~Conversion, ~~Mercato~~there ~~received~~are ~~notice~~9,696,362 ~~from~~shares ~~the~~of ~~Sponsor~~Class A ~~that~~common itstock ~~was~~issued ~~extending~~and ~~the~~outstanding, ~~period~~and ~~available to Mercato to consummate an initial business combination from September 8~~354,001 ~~2023~~shares toof ~~October~~Class 8,B ~~2023~~common ~~(the~~stock ~~“September~~issued ~~2023~~and ~~Extension”)~~outstanding. InAs ~~connection~~a ~~with~~result of the ~~September 2023 Extension~~Conversion, ~~on September 6, 2023,~~ the Sponsor ~~deposited~~holds ~~$135,000~~approximately ~~into~~55.6% of the ~~Trust~~outstanding ~~Account,~~shares ~~on behalf~~ of ~~Mercato, thereby effectively further extending~~ the ~~period~~Company’s ~~for Mercato to consummate an initial business combination up to October~~Class 8,A ~~2023~~common stock.

~~Important~~The ~~Information~~issuance ~~About~~of the ~~Business~~shares ~~Combination~~of ~~and~~Class A ~~Where~~common tostock ~~Find~~upon Itthe Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

~~On February~~Item 26, 2023, Mercato entered into a business combination agreement with Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Nuvini”), Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”) and Nuvini Merger Sub, Inc7.,01 aRegulation ~~Delaware~~FD ~~corporation and direct, wholly-owned subsidiary of Nvini Intermediate 2 Limited, an exempted company incorporated with limited liability in the Cayman Islands~~Disclosure.

InThe ~~connection~~disclosure ~~with~~set ~~the~~forth ~~proposed~~above ~~business~~in ~~combination,~~Item ~~New PubCo has filed with the U~~3.S.02 Securities and Exchange Commission (the “SEC”) on June 16, 2023 a registration statement on Form F-4, which includes a preliminary proxy statement/prospectus and other relevant documents. New PubCo intends to file a definitive proxy statement/prospectus to be distributed to Mercato’s stockholders in connection with Mercato’s solicitation of ~~proxies~~this ~~for~~Report ~~the~~is ~~vote~~incorporated by ~~Mercato’s~~reference ~~stockholders with respect to the proposed business combination and other matters as may be described~~ in ~~the~~this ~~registration~~Item ~~statement, as well as the prospectus relating to the offer and sale of the securities of New PubCo to be issued in connection with the proposed business combination~~7.01.

THIS CURRENT REPORT ON FORM 8-K IS NOT A SUBSTITUTE FOR THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS OR ANY OTHER DOCUMENT THAT MERCATO WILL SEND TO ITS STOCKHOLDERS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.

Investors and security holders will be able to obtain copies of the definitive proxy statement/prospectus (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus (when available) will be mailed to Mercato stockholders as of a record date to be established for voting on the proposed business combination. Mercato stockholders will also be able to obtain copies of the 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.

Participants in the Solicitation

Mercato, New PubCo and Nuvini, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Mercato stockholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of the directors and officers of Mercato, New PubCo and Nuvini in the registration statement on Form F-4, initially filed with the SEC by 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.

No Offer or Solicitation

This 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.

SIGNATURE

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: September 715, 2023

Mercato Partners Acquisition Corporation

/s/ Scott Klossner

Name: Scott Klossner

Title: Chief Financial Officer

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