--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-027523" form_type: "8-K" ticker: null cik: "0001853436" company_name: "Mercato Partners Acquisition Corp" filed_at: "2023-02-08T23:59:59+00:00" generated_at: "2026-06-19T22:01:47.843528+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Mercato Partners extends business combination deadline to July 2023 with sponsor loan ## Summary - Sponsor deposited $675,000 into trust to extend deadline from Feb 8, 2023 to July 8, 2023. - Promissory note of up to $1,350,000 issued to sponsor; bears no interest, due upon business combination. - Stockholders approved extension; 24,415,207 votes for, 1,281,079 against; 18.7M shares redeemed for $193.2M. - Company may extend monthly up to December 8, 2023 with $135,000 deposits per month. - Redemption of 18,699,637 Class A shares at ~$10.33 per share totaling $193,164,942. ## SEC filing metadata - accession: 0001193125-23-027523 - form_type: 8-K - cik: 0001853436 - company_name: Mercato Partners Acquisition Corp - filed_at: 2023-02-08T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 1.01, 2.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1853436/000119312523027523/0001193125-23-027523-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1853436/000119312523027523/d356019d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-027523 - JSON: https://secwatch.observer/filing/0001193125-23-027523.json - Plain text: https://secwatch.observer/filing/0001193125-23-027523.txt ## Key facts - Debt Financings Mercato Partners Acquisition Corp incurred loan of up to $1,350,000 with Mercato Partners Acquisition Group, LLC at no interest maturing upon consummation of the Company’s initial business combination. - Instrument: loan - Principal: up to $1,350,000 - Counterparty: Mercato Partners Acquisition Group, LLC - Rate: no interest - Maturity: upon consummation of the Company’s initial business combination - Event: incurrence source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1853436/000119312523027523/0001193125-23-027523-index.htm - Governance Changes Mercato Partners Acquisition Corp: Amended certificate of incorporation to extend business combination deadline from Feb 8, 2023 to Jul 8, 2023 with option for up to five monthly extensions to Dec 8, 2023 (effective 2023-02-07). - Change: charter amendment - Effective: 2023-02-07 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1853436/000119312523027523/0001193125-23-027523-index.htm - Material Agreements Mercato Partners Acquisition Corp entered into Promissory Instrument with Mercato Partners Acquisition Group, LLC valued at principal amount of up to $1,350,000 (effective 2023-02-03). - Action: entry - Counterparty: Mercato Partners Acquisition Group, LLC - Value: principal amount of up to $1,350,000 - Effective: 2023-02-03 source text: issued a promissory instrument (the “Instrument”) in the principal amount of up to $1,350,000 to Mercato Partners Acquisition Group, LLC evidence_url: https://www.sec.gov/Archives/edgar/data/1853436/000119312523027523/0001193125-23-027523-index.htm - Material Agreements Mercato Partners Acquisition Corp entered into Amendment No. 1 to the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2023-02-03). - Action: entry - Counterparty: Continental Stock Transfer & Trust Company - Effective: 2023-02-03 source text: the Company and Continental Stock Transfer & Trust Company entered into Amendment No. 1 (the “IMTA Amendment”) to the Investment Management Trust Agreement evidence_url: https://www.sec.gov/Archives/edgar/data/1853436/000119312523027523/0001193125-23-027523-index.htm - Shareholder Votes Mercato Partners Acquisition Corp shareholders approved Extension Amendment Proposal to amend the Second A&R Charter to extend the business combination deadline at the 2023-02-03 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-03 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1853436/000119312523027523/0001193125-23-027523-index.htm - Shareholder Votes Mercato Partners Acquisition Corp shareholders approved Trust Amendment Proposal to amend the Investment Management Trust Agreement at the 2023-02-03 meeting. - Outcome: passed - Meeting: 2023-02-03 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1853436/000119312523027523/0001193125-23-027523-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.