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 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 8.01 | Other Events. |
On December 23, 2021, Mercato Partners Acquisition Corporation (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 that the holders of the units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the shares of Class A common stock and redeemable warrants included in the Units commencing on December 27, 2021. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Those Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “MPRAU,” and each of the shares of Class A common stock and redeemable warrants that are separated will trade on Nasdaq under the symbols “MPRA” and “MPRAW,” respectively. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate such holders’ Units into shares of Class A common stock and redeemable warrants.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press Release dated December 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: December 23, 2021 | By: | /s/ Scott Klossner | ||||
| Name: | Scott Klossner | |||||
| Title: | Chief Financial Officer | |||||
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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 separately trade the shares of Class A common stock and warrants included in the Units. The shares of Class A common stock and warrants that are separated will trade on the Nasdaq Global Market (“Nasdaq”) under the ticker symbols “MPRA” and “MPRAW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate such holders’ Units into Class A common stock and redeemable warrants. Those Units not separated will continue to trade on Nasdaq under the ticker symbol “MPRAU.”
The Units were initially offered by the Company in an underwritten offering. 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 which may be obtained for free from the U.S. Securities and Exchange Commission (the “SEC”) website at www.sec.gov.
A registration statement relating to these securities was filed with the 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.
About Mercato Partners Acquisition Corporation
Mercato Partners Acquisition Corporation is a newly incorporated, blank check company formed for the purpose of entering into 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.
Forward-Looking Statements
This press release includes forward-looking statements. Forward-looking statements are statements that are not historical facts. Such forward-looking statements 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 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
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