In connection with the proposed business combination, New PubCo has filed with the U.S. 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 Mercatos stockholders in connection with Mercatos solicitation of proxies for the vote by Mercatos stockholders with respect to the proposed business combination and
other matters as may be described in the registration 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.
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 SECs 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, 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 Mercatos directors and executive officers is also available in Mercatos 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.