Nuvini S.A. entered into a non-binding letter of intent to acquire Mercato Partners Acquisition Corporation (NasdaqGM:MPRA) from Mercato Partners Acquisition Group, LLC, Citadel Advisors LLC, Highbridge Capital Management, LLC, Weiss Asset Management LP and others in a reverse merger transaction on January 10, 2023. Nuvini S.A. entered into a business combination agreement to acquire Mercato Partners Acquisition Corporation from Mercato Partners Acquisition Group, LLC, Citadel Advisors LLC, Highbridge Capital Management, LLC, Weiss Asset Management LP and others for approximately $240 million in a reverse merger transaction on February 26, 2023. Under the terms of the LOI, Mercato Partners and Nuvini would become a combined entity. The proposed business combination contemplates that Nuvini shareholders will roll 100% of their equity holdings into the combined company and will hold approximately 70% of the issued and outstanding ordinary shares of the combined company. Upon completion of the proposed business combination, the combined company will operate under the "Nuvini" name and its ordinary shares are expected to be listed on the Nasdaq Stock Market under the ticker symbol "NVNI." Upon closing the transaction, the combined public company is expected to enjoy increased access to profitable acquisition targets by means of its enhanced market positioning and capital. Following the closing of the business combination, Nuvini's founder Pierre Schurmann will continue as Chief Executive Officer and Luis Busnello will continue as Chief Operating Officer of the combined company. The New Nuvini board will be comprised of seven directors Pierre Schurmann, Luiz Busnello, Scott Klossner, Greg Warnock, Marcello Gonçalves, Roberto Sahade and Randy Millian.

Any transaction is subject to board and equity holder approval of both Nuvini and Mercato Partners Acquisition Corporation, SPAC having at least $5,000,001 of net tangible assets, SPAC having at least $10,000,000 in SPAC Cash, the ordinary shares of New PubCo to be issued in connection with the Business Combination having been approved for listing on the Nasdaq Global Market, the Registration Statement / Proxy Statement shall have become effective, regulatory approvals and other customary conditions. The Business Combination Agreement has been approved by the boards of directors of each of SPAC, Nuvini and New PubCo. At the Special Meeting, Mercato?s stockholders approved the Business Combination on September 28, 2023. Mercato expects the Business Combination to close on September 29, 2023 and New Nuvini Ordinary Shares and New Nuvini Warrants to commence trading on The Nasdaq Capital Market under the ticker symbols ?NVNI? and ?NVNIW,? respectively, when market opens on October 2, 2023. A definitive agreement on the transaction is expected later in the first quarter of 2023. On August 4, 2023, Mercato received notice from the Sponsor that it was again extending the period available to Mercato to consummate an initial business combination from August 8, 2023 to September 8, 2023.

Morrow & Co., LLC acted as information agent to Mercato Partners in the transaction and received a fee of $20,000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Mercato Partners. Maxim Group LLC acted as exclusive financial advisor to Mercato. Ryan Maierson, Drew Capurro, David Raab, Alan Kimball, Adam Kestenbaum, Jeffrey Tochner, Robert Blamires, Jason Cruise, Max Hauser, Joseph Simei, Matthew Salerno, Andrew Galdes, Joshua Marnitz and Thomas Verity of Latham & Watkins LLP acted as U.S. legal counsel, Machado Meyer acted as Brazilian legal counsel and Maples and Calder (Cayman) LLP acted as Cayman legal counsel to Mercato. Eddie Best and Esther Chang of Mayer Brown LLP acted as U.S. legal counsel, Carlos Motta and Rodolfo Constantino de Tella of Tauil & Chequer Advogados acted as Brazilian legal counsel and Carey Olsen Cayman Limited acted as Cayman legal counsel to Nuvini. Embark Consulting, LLC acted as financial advisor and Deloitte Touche Tohmatsu Auditores Independentes acted as accountant to Nuvini. Ernst & Young LLP acted as due diligence provider, Marcum LLp acted as accountant, Latham & Watkins LLP and Machado, Meyer, Sendacz e Opice acted as due diligence provider to Mercato Partners.

Nuvini S.A. completed the acquisition of Mercato Partners Acquisition Corporation (NasdaqGM:MPRA) from Mercato Partners Acquisition Group, LLC, Citadel Advisors LLC, Highbridge Capital Management, LLC, Weiss Asset Management LP and others in a reverse merger transaction on September 29, 2023. Mercato will retire its listing on Nasdaq effective September 29, 2023, and New Nuvini?s ordinary shares and warrants are expected to commence trading on Nasdaq under the symbols "NVNI" and "NVNIW," respectively, as of market open on October 2, 2023. The combined company will continue to be led by Pierre Schurmann, and will be supported by an experienced 7-member board that includes Dr. Greg Warnock and Scott Klossner, Mercato?s Chief Executive Officer and Chief Financial Officer, respectively.