Mercato Partners Acquisition Corp: debt financing — Mercato Partners extends business combination deadline to July 2023 with sponsor loan

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

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.

issued a promissory instrument (the “Instrument”) in the principal amount of up to $1,350,000 to Mercato Partners Acquisition Group, LLC

the Company and Continental Stock Transfer & Trust Company entered into Amendment No. 1 (the “IMTA Amendment”) to the Investment Management Trust Agreement

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

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