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): 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 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 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-commencements 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 3.02. Unregistered Sales of Equity Securities.

As previously disclosed in its Current Report on Form 8-K (the “IPO Closing 8-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 8, 2021, Mercato Partners Acquisition Corporation, a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”) and the sale of 20,000,000 units (the “Units”) on November 8, 2021. Each Unit consists of one share of Class A common stock, $0.0001 par value (“Class A Common Stock”) and one-half (1/2) of one redeemable warrant to purchase one share of Class A Common Stock (“Public Warrant”). Each whole Public Warrant is exercisable for one share of Class A Common Stock at a price of $11.50 per full share. The Units were sold at an offering price of $10.00 per unit, and the IPO generated aggregate gross proceeds to the Company of $200,000,000. In connection with the IPO, the underwriter was granted an option (the “Overallotment Option”) to purchase up to an additional 3,000,000 Units (“Overallotment Units”) solely to cover overallotments, if any, at an offering price of $10.00 per Overallotment Unit. On November 19, 2021, the underwriter exercised the Overallotment Option in full and, on November 23, 2021, purchased 3,000,000 Overallotment Units, generating gross proceeds of $30,000,000.

Simultaneously with the sale of the Overallotment Units, on November 23, 2021, the Company consummated a second closing of the private placement (“Private Placement”) of an aggregate of 1,050,000 additional warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, with Mercato Partners Acquisition Group, LLC (the “Sponsor”) pursuant to a Private Placement Warrants Purchase Agreement dated as of November 3, 2021 (the “Private Placement Warrants Purchase Agreement”). The second closing of the Private Placement generated additional aggregate gross proceeds of $1,050,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO except that, if held by the Sponsor or its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption under certain redemption scenarios and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination. The Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

Item 8.01. Other Events.

A total of $233,450,000 (which amount includes $8,050,000 of deferred underwriting commissions) of the net proceeds from the IPO (including the sale of the Overallotment Units) and the sale of the Private Placement Warrants in the first and second closings under the Private Placement Warrants Purchase Agreement, have been placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the proceeds from the IPO and the Private Placement held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 15 months from the closing of the IPO (or an additional three months beyond the initial 15 months (the “Extension Period”), if the Company extends the period of time to consummate a business combination, subject to the Sponsor depositing additional funds into the trust account as described in more detail in the Registration Statement) or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of all of the Company’s public shares if it has not completed its business combination within 15 months from the closing of the IPO or during the Extension Period, subject to applicable law.

On November 23, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the exercise of the Overallotment Option in full and the sale of the Overallotment Units.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description of Exhibits
99.1	Press Release, dated November 23, 2021.

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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.

	Mercato Partners Acquisition Corporation
Date: November 23, 2021	By:	/s/ Scott Klossner
	Name:	Scott Klossner
	Title:	Chief Financial Officer

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EX-99.1

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, resulting in the issuance of an additional 3,000,000 units at a public offering price of $10.00 per unit. After giving effect to the exercise of the option, an aggregate of 23,000,000 units have been issued in the initial public offering at an aggregate offering price of $230,000,000.

MPRA 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 with one or more businesses. The Company intends to capitalize on the ability of its management team and the broader Mercato Partners platform to identify, acquire and operate a business in either the technology or branded consumer products sector that possesses the suitable characteristics to achieve attractive long-term risk adjusted returns, though it reserves the right to pursue an acquisition opportunity in any business or industry.

The units are listed on the Nasdaq Global Market (“Nasdaq”) and began trading under the ticker symbol “MPRAU” on November 4, 2021. Each unit consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. Once the securities comprising the units begin separate trading, the Class A common stock and warrants are expected to be listed on the Nasdaq under the symbols “MPRA” and “MPRAW,” respectively.

BofA Securities acted as the sole book-running manager and underwriter for the initial public offering.

The offering was made only by means of a prospectus. Copies of the prospectus may be obtained by contacting BofA Securities, NC1-004-03-43, 200 North College Street, 3^rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, or by email at dg.prospectus_requests@bofa.com.

A registration statement related to these securities has been filed with the Securities and Exchange Commission (SEC) and became effective on November 3, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release includes forward-looking statements. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC, any of which could cause actual results to differ from such forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

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Contact:

Scott Klossner

sklossner@mercatopartners.com