SALT LAKE CITY, January 10, 2023 /PRNewswire/ — Mercato Partners Acquisition Corporation (NASDAQ: MPRA ) (“Mercato Partners”) today announced that it has signed a non-binding letter of intent (“LOI”) for a business combination with Nuvini SA (“Nuvini”). Nuvini acquires and manages a portfolio of high-growth software-as-a-service companies.
Headquarters in Sao Paulo, BrazilNuvini is the leading private acquirer of serial software business in Latin America. With six companies in its portfolio, Nuvini intends to use the financing and access to capital markets to continue expanding its acquisition strategy. Under the terms of the LOI, Mercato Partners and Nuvini would become a combined entity, with Nuvini’s existing shareholders transferring 100% of their equity to the combined public company.
Mercato Partners expects to announce additional details regarding the proposed business combination when a definitive agreement is closed, which is expected later in the first quarter of 2023.
No assurances can be given that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be completed on the terms or timeframe currently contemplated, or at all. Each transaction is subject to the approval of the boards and equity holders of both companies, regulatory approvals and other customary conditions. Following the closing of the transaction, the combined public company is expected to enjoy increased access to profitable acquisition targets through its enhanced market position and capital. “This is a unique opportunity for us to invest in a high-quality portfolio of growing and profitable software companies in an economy that is among the 10 largest globally and the third largest in America,” said Greg Warnock, CEO of Mercato Partners.
ABOUT MERCATO PARTNERS ACQUISITION CORPORATION
Mercato Partners Acquisition Corporation is a blank check company formed for the purpose of entering into a business combination with one or more companies.
IMPORTANT INFORMATION AND WHERE TO FIND IT
Mercato Partners has filed a preliminary proxy statement (the “Proxy Extension Statement”) with the Securities and Exchange Commission (“SEC”) for a special meeting of stockholders to extend the date by which Mercato Partners must consummate the business combination from February 8, 2023 to July 8, 2023 (“Extension Amendment Proposal”). The Final Expansion Statement will be mailed to Mercato Partners shareholders as of the record date to be determined for voting on the Expansion Amendment Proposal. Shareholders will also be able to obtain a copy of the Extension Proxy Statement, free of charge, by sending a request to: Mercato Partners Acquisition Corporation, 2750 E. Cottonwood Parkway, Suite #500, Cottonwood Heights, Utah 84121. The preliminary Extension Proxy Statement and, when available, the final Extension Proxy Statement may also be obtained free of charge at the SEC’s website, www.sec.gov.
If a legally binding definitive agreement is entered into in connection with the proposed business combination, Mercato Partners intends to file a preliminary proxy statement (“Deal Proxy Statement”) with the SEC. The definitive proxy statement will be mailed to Mercato Partners stockholders as of the record date to be determined for the vote on the proposed transaction. Shareholders will also be able to obtain a copy of the Proxy Statement, free of charge, by sending a request to: Mercato Partners Acquisition Corporation, 2750 E. Cottonwood Parkway, Suite #500, Cottonwood Heights, Utah 84121. Preliminary and final proxy statements of transactions, when available, may also be obtained free of charge at the SEC’s website, www.sec.gov.
Mercato Partners urges investors, shareholders and other interested persons to read the Extension Proxy Statement and, when available, the preliminary Deal Proxy Statement and other documents filed with the SEC because these documents contain and will contain important information about Mercato Partners, the Extension Proposed Amendments and amendment, Nuvini and the proposed transaction.
CONTEST PARTICIPANTS
Mercato Partners and its directors and executive officers may be deemed participants in the solicitation of proxies with respect to the Extension Amendment Proposal and the potential transaction described herein under the rules of the SEC. Information about Mercato Partners’ directors and executive officers is set forth in Mercato Partners’ Annual Report on Form 10-K for the fiscal year then ended December 31, 2021which was filed with the SEC on April 15, 2022. Information about persons who may be considered participants in the solicitation of stockholders under the rules of the SEC in connection with the potential transaction will be set forth in the Proxy Statement for the transaction when it is filed with the SEC. These documents can be obtained free of charge from the above sources.
NO OFFERS OR SOLICITS
This press release will not constitute a solicitation of proxies, consents or authorizations with respect to any securities or with respect to the proposed business combination. This announcement will also not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of any such jurisdiction. The offering of securities may not be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933, as amended, or as an exception thereto.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements” within the meaning of federal securities laws regarding the proposed business combination with Nuvini, including statements regarding the anticipated timing and terms of the transaction, the merits of the proposed business combination, the business strategies and potential growth opportunities. These forward-looking statements are generally identified by the words “expect,” “intend,” “strategy,” “opportunity,” “will,” “would,” “will,” “continue” and similar expressions (including negative versions such words or expressions).
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the proposed business combination may not be completed on time or at all, which may adversely affect influence the price of Mercato Partners securities; (ii) the risk that the proposed business combination may not be completed by Mercato Partners’ business combination deadline and the potential failure to obtain an extension of the business combination deadline; (iii) failure to meet the conditions for execution of the proposed business merger; (iv) the effect of the announcement or pendency of the proposed business combination on Nuvini’s business relationships, performance and operations generally; (v) risks that the proposed business combination disrupts Nuvini’s current plans; (vi) the outcome of any legal proceedings that may be brought against Mercato Partners, or related to the business combination agreement or proposed business combination; (vii) the ability to maintain the listing of Mercato Partner’s securities on NASDAQ; (viii) price of Mercato Partners securities; (ix) the ability to implement business plans, forecasts and other expectations after completion of the proposed business combination, and to identify and realize additional opportunities; and (x) the impact of COVID 19 and global economic and political conditions, including Russia–Ukraine conflict. The above list of factors is not exhaustive. You should carefully consider the above factors and other risks and uncertainties described in Mercato Partners’ information statement/prospectus included in the registration statement on Form S-1, including those under “Risk Factors” therein, Annual Report on Form 10-K, Quarterly reports on Form 10-Q and other documents filed by Mercato Partners and the combined public company from time to time with the SEC and available on the SEC’s website, www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on forward-looking statements, and Mercato Partners undertakes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Mercato Partners makes no guarantees that Mercato Partners or the associated public company will meet its expectations.
SOURCE Mercato Partners
