Item 1.01 Entry into a Material Definitive Agreement
Promissory Instrument
On February 3, 2023, Mercato Partners Acquisition Corporation, a Delaware
corporation (the "Company"), issued a promissory instrument (the "Instrument")
in the principal amount of up to $1,350,000 to Mercato Partners Acquisition
Group, LLC, a Delaware limited liability company (the "Sponsor"), pursuant to
which the Sponsor agreed to loan the Company up to $1,350,000 in connection with
the extension of the Company's time to consummate a business combination from
February 8, 2023 to July 8, 2023 (or to December 8, 2023, if the Sponsor
deposits the requisite funds into the Trust Account (as defined below) to extend
each month for a total of up to five additional months).
The Instrument bears no interest and is repayable in full upon consummation of
the Company's initial business combination. If the Company does not complete a
Business Combination (as defined in the Instrument), the Instrument shall not be
repaid and all amounts owed under it will be contributed to the Company by the
Sponsor. Upon the consummation of a Business Combination, the Sponsor may
utilize up to $1,500,000 of unpaid principal balance of the Instrument and other
working capital loans issued to the Company to acquire that number of warrants
to purchase one share of Class A Common Stock, $0.0001 par value per share, of
the Company (the "Working Capital Warrants") equal to the amount so utilized
divided by $1.00. The terms of the Working Capital Warrants will be identical to
the terms of the warrants issued by the Company to the Sponsor in a private
placement that took place simultaneously with the Company's initial public
offering. The Instrument is subject to customary events of default, the
occurrence of which automatically trigger the unpaid principal balance of the
Instrument and all other sums payable with regard to the Instrument becoming
immediately due and payable.
The foregoing description is qualified in its entirety by reference to the
Instrument, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Amendment No. 1 to the Investment Management Trust Agreement
On February 3, 2023, the Company and Continental Stock Transfer & Trust Company
entered into Amendment No. 1 (the "IMTA Amendment") to the Investment Management
Trust Agreement, dated as of November 3, 2021 (the "IMTA"). The IMTA Amendment
amends the IMTA (i) to extend the period of time to consummate a Business
Combination (as defined in the IMTA) pursuant to the IMTA (the "IMTA Deadline
Date") to July 8, 2023 by depositing into the Trust Account an amount equal to
the lesser of (a) $675,000 or (b) $0.225 for each share of the Company's Class A
common stock, par value $0.0001 per share, held by Public Stockholders (as
defined in the IMTA) (each, a "public share") that was not redeemed in
connection with the Special Meeting (defined below) and (ii) in the event that
the Company has not consummated a Business Combination (as defined therein) by
July 8, 2023, to extend, by resolution of the board of directors of the Company
(the "Board") and without the requirement for approval of the Company's Public
Stockholders (as defined in the IMTA), the IMTA Deadline Date up to five times,
each by one additional month (for a total of up to five additional months), by
depositing into the Trust Account, for each such monthly extension, an amount
equal to the lesser of (x) $135,000 and (y) $0.045 for each public share that
was not redeemed in connection with the Special Meeting.
The foregoing description of the IMTA Amendment is qualified in its entirety by
reference to the IMTA Amendment, a copy of which is attached as Exhibit 10.2
hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws
On February 7, 2023, the Company filed an amendment (the "Extension Amendment")
to the Company's Second Amended and Restated Certificate of Incorporation (the
"Second A&R Charter") with the Secretary of State of the State of Delaware. The
Extension Amendment extends the date by which the Company must consummate its
initial business combination from February 8, 2023 to July 8, 2023 and allows
the Company, without another stockholder vote, to elect to extend the
termination date to consummate a business combination on a monthly basis up to
five times by an additional one month each time after July 8, 2023, by
resolution of the Board, if requested by the Sponsor, and upon five days'
advance notice prior to the applicable termination date, until December 8, 2023
or a total of up to ten months after the original termination date, unless the
closing of a business combination shall have occurred prior thereto.
Pursuant to the Extension Amendment, on February 7, 2023, the Sponsor deposited
$675,000 (or approximately $0.16 per share of Class A Common Stock that was not
redeemed in connection with the Special Meeting (as defined below)) into the
Trust Account on behalf of the Company and thereby extended the period the
Company has to complete an initial business combination from February 8, 2023 to
July 8, 2023. In order to further extend the period the Company has to complete
an initial business combination beyond July 8, 2023, an additional $135,000 (or
approximately $0.03 per share of Class A Common Stock that was not redeemed in
connection with the Special Meeting) must be deposited into the Trust Account on
a monthly basis up to five times by an additional one month each time after
July 8, 2023, by resolution of the Board, and upon five days' advance notice
prior to the applicable termination date, until December 8, 2023 or a total of
up to ten months after the original termination date, unless the closing of a
business combination shall have occurred prior thereto.
The Sponsor or its designees will have the sole discretion whether to continue
extending for additional months until December 8, 2023, and if the Sponsor
determines not to continue extending for additional months, no additional funds
will be deposited into the Trust Account.
The foregoing description is qualified in its entirety by reference to the
Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On February 3, 2023, the Company convened a special meeting of stockholders (the
"Special Meeting"). As of the close of business on January 11, 2023, the record
date for the Special Meeting, there were an aggregate of 28,750,000 shares of
common stock outstanding (consisting of 23,000,000 shares of Class A Common
Stock and 5,750,000 shares of the Company's Class B common stock, par value
$0.0001 per share ("Class B Common Stock" and, together with the Class A Common
Stock, the "Common Stock")), each of which was entitled to one vote with respect
to the Extension Amendment Proposal and the Trust Amendment Proposal (as defined
below). A total of 25,696,361 shares of Common Stock, representing approximately
89.38% of the outstanding shares of Common Stock entitled to vote at the Special
Meeting, were present in person or by proxy, constituting a quorum. The
proposals listed below are described in more detail in the Company's definitive
proxy statement, which was filed with the Securities and Exchange Commission on
January 18, 2023. The stockholders of the Company voted on proposals to amend
the Second A&R Charter to extend the date by which the Company must consummate a
business combination (the "Extension Amendment Proposal") and to amend the
Company's Investment Management Trust Agreement (the "Trust Amendment
Proposal"). A summary of the voting results at the Special Meeting is set forth
below:
The Extension Amendment Proposal - To approve and amend the Second A&R Charter
to extend the date by which the Company must consummate a business combination
from February 8, 2023 to July 8, 2023 and to allow the Company, without another
stockholder vote, to elect to extend the termination date to consummate a
business combination on a monthly basis up to five times by an additional one
month each time after July 8, 2023, by resolution of the Board, if requested by
the Sponsor, and upon five days' advance notice prior to the applicable
termination date, until December 8, 2023 or a total of up to ten months after
the original termination date, unless the closing of a business combination
shall have occurred prior thereto.
For Against Abstain
24,415,207 1,281,079 75
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The Trust Amendment Proposal - To approve and amend the Investment Management
Trust Agreement allowing the Company (i) to extend the period of time required
to consummate a business combination to July 8, 2023 by depositing into the
Trust Account an amount equal to the lesser of (a) $675,000 or (b) $0.225 for
each public share that is not redeemed in connection with the Special Meeting
and, (ii) in the event that the Company has not consummated a business
combination by July 8, 2023, to extend, by resolution of the Board and without
approval of the Company's public stockholders, the termination date up to five
times, each by one additional month (for a total of up to five additional
months), by depositing into the Trust Account, for each such monthly extension,
an amount equal to the lesser of (x) $135,000 and (y) $0.045 for each public
share that is not redeemed in connection with the Special Meeting.
For Against Abstain
24,415,227 1,281,059 75
Stockholders holding 18,699,637 shares of Class A Common Stock exercised their
right to redeem such shares for a pro rata portion of the funds in the Trust
Account. As a result, approximately $193,164,942 (approximately $10.33 per
share) will be removed from the Trust Account to pay such redeeming holders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibits
3.1 Amendment to the Second Amended and Restated Certificate of
Incorporation of the Company.
10.1 Promissory Instrument, dated February 3, 2023, issued by the Company
to the Sponsor.
10.2 Amendment No. 1 to the Investment Management Trust Agreement, dated
February 3, 2023, entered into between the Company and Continental
Stock Transfer & Trust Company.
104 Cover Page Interactive Data File (embedded within Inline XBRL
document).
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