Exhibit 99.1
SUPPLEMENT TO PROXY STATEMENT
OF
MERCATO PARTNERS ACQUISITION CORPORATION
Dated September 28, 2023
The following disclosures in this proxy supplement (the “Supplement”) supplement, and should be read in conjunction with, the disclosures contained in the definitive proxy statement (the “Definitive Proxy Statement”) of Mercato Partners Acquisition Corporation (“Mercato”), filed with the Securities and Exchange Commission (the “SEC”) on September 8, 2023, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged. Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.
As provided in the Definitive Proxy Statement, Mercato is seeking stockholder approval of, among other things, a business combination between Mercato and Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Nuvini”), (the “Business Combination Proposal”, as further described in the Definitive Proxy Statement) and the merger of Nuvini Merger Sub, Inc. with and into Mercato, with Mercato surviving as a wholly-owned, indirect subsidiary of Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“New Nuvini”), (the “Merger Proposal”, as further described in the Definitive Proxy Statement). The purpose of the following supplemental disclosures is to provide information about certain subscription arrangements that have been entered into in connection with the Business Combination and that will increase the number of shares of Mercato Class A Common Stock that will be issued immediately prior to the closing of the Business Combination and subsequently exchanged for newly issued New Nuvini Ordinary Shares in connection with the Business Combination.
DESCRIPTION OF NEW SUBSCRIPTION AGREEMENTS
PIPE Subscription Agreements
On September 27, 2023, Mercato entered into separate subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”). Any reference herein to the “Subscription Agreements” are to be treated as a reference to each PIPE Investor’s separate agreement with Mercato and should be construed accordingly, and any action taken by a PIPE Investor should be construed as an action under its own respective agreement.
Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and Mercato agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 170,000 shares of Mercato Class A common stock, par value $0.0001 per share (“Mercato Common Stock”) for a purchase price of $10.00 per share, for aggregate gross proceeds of $1.7 million. At the Closing, all outstanding shares of Mercato Common Stock (including shares sold pursuant to the Subscription Agreements) will be exchanged for newly issued New Nuvini Ordinary Shares in accordance with the terms of the Business Combination Agreement.
A copy of the form of Subscription Agreement is filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Mercato on the date hereof, and the foregoing description of the Subscription Agreements is qualified in its entirety by reference thereto
DESCRIPTION OF ADVISORY SERVICES FEES
On September 27, 2023, Mercato, New Nuvini and Maxim Group LLC (“Maxim”), which is acting as Mercato’s financial advisor in connection with the Business Combination, agreed that, as partial consideration for Maxim’s advisory services and in lieu of a portion of Maxim’s advisory fees that would otherwise be payable in cash, an entity affiliated with Maxim will receive 475,000 newly issued shares (the “Maxim Advisory Shares”) of Mercato Common Stock. At the Closing, all outstanding shares of Mercato Common Stock (including the Maxim Advisory Shares) will be exchanged for newly issued New Nuvini Ordinary Shares in accordance with the terms of the Business Combination Agreement.
