Item 1.01 Entry into a Material Definitive Agreement
The Business Combination Agreement
On February 26, 2023, Mercato Partners Acquisition Corporation ("SPAC" or the
"Company") entered into a business combination agreement with Nuvini Holdings
Limited, an exempted company incorporated with limited liability in the Cayman
Islands ("Nuvini," and together with its subsidiaries, the "Nuvini Group"), Nvni
Group Limited, an exempted company incorporated with limited liability in the
Cayman Islands ("New PubCo") and Nuvini Merger Sub, Inc., a Delaware corporation
and direct, wholly-owned subsidiary of New PubCo ("Merger Sub") (the "Business
Combination Agreement"). Each of New PubCo and Merger Sub is a newly formed
entity that was formed for the sole purpose of entering into and consummating
the Business Combination (as defined below). The Business Combination Agreement
has been approved by the boards of directors of each of SPAC, Nuvini and New
PubCo.
The terms of the Business Combination Agreement, which contains customary
representations and warranties, covenants, closing conditions, and other terms
relating to the transactions contemplated by the Business Combination Agreement,
are summarized below. Capitalized terms used and not otherwise defined in this
Current Report on Form 8-K will have the meanings assigned to them in the
Business Combination Agreement, which is attached hereto as Exhibit 2.1 and
incorporated by reference herein.
The Contribution and Merger
If the transactions contemplated by the Business Combination Agreement are
consummated, (i) pursuant to the Contribution Agreement (as defined below), at
5:00 p.m. New York time on the Business Day preceding the date on which the
Merger (as defined below) occurs (the "Contribution Effective Time"), Nuvini
shareholders will contribute to New PubCo all of the issued and outstanding
equity of Nuvini in exchange for newly issued ordinary shares of New PubCo, par
value $0.0001 per share (the "New PubCo Ordinary Shares"), and, as a result
thereof, Nuvini will become a direct, wholly-owned subsidiary of New PubCo
(collectively, the "Contribution") and (ii) Merger Sub will be merged with and
into SPAC (the "Merger"), with SPAC continuing as the surviving corporation of
the Merger and a direct, wholly-owned subsidiary of an entity which will be
formed as an exempted company incorporated with limited liability in the Cayman
Islands ("Intermediate 2"), which, in turn, will be a direct, wholly-owned
subsidiary of an entity which will be formed by New PubCo as an exempted company
incorporated with limited liability in the Cayman Islands ("Intermediate 1" and,
together with Intermediate 2, the "Intermediate Companies") (the "Merger" and
together with the Contribution and the other transactions contemplated by the
Business Combination Agreement, the "Business Combination"), in each case, in
accordance with the terms and conditions of the Business Combination Agreement.
Nuvini Shareholders Merger Consideration
At the effective time of the Contribution, by virtue of the Contribution and in
accordance with the Contribution Agreement (as defined below), the issued and
outstanding Nuvini ordinary shares (the "Nuvini Shares") held by the Nuvini
shareholders will be contributed in kind to New PubCo, and the Nuvini
shareholders will subscribe and be issued in exchange for such Nuvini Shares,
the Aggregate Company Shareholder Consideration (defined as a number of New
PubCo Ordinary Shares equal to the product of (a) the number of Nuvini Shares
outstanding at the Contribution Effective Time multiplied by (b) the Exchange
Ratio).
SPAC Merger Consideration
Pursuant to the Business Combination Agreement, at the effective time of the
Merger (the "Merger Effective Time"), by virtue of the Merger and without any
action on the part of Nuvini, New PubCo, SPAC or any SPAC stockholder, (i) each
SPAC Unit issued and outstanding immediately prior to the Merger Effective Time
will be separated automatically and the holder thereof will be deemed to hold
one (1) share of SPAC Class A Common Stock and one-half of one (1/2) SPAC
Warrant, (ii) each share of the SPAC Common Stock held in treasury of SPAC
immediately prior to the Merger Effective Time will be automatically canceled
and no New PubCo Ordinary Shares or other consideration will be delivered or
deliverable in exchange therefor, (iii) each share of SPAC Common Stock issued
and outstanding immediately prior to the Merger Effective Time (except for
shares being cancelled pursuant to the immediately preceding clause (ii)) shall
be converted into the right to receive one New PubCo Ordinary Share, with a
value ascribed to each New PubCo Ordinary Share of $10.00, (iv) each share of
Merger Sub Common Stock that is outstanding immediately prior to the Merger
Effective Time shall automatically convert into one (1) share of common stock,
par value $0.01 per share, of SPAC in its capacity as the surviving corporation
of the Merger (the "Surviving Corporation"), (v) New PubCo shall issue the
number of New PubCo Ordinary Shares to which such SPAC stockholder is entitled
in respect of its shares of SPAC Common Stock and (vi) each SPAC Warrant
outstanding and unexercised immediately prior to the Merger Effective Time,
whether or not vested, will cease to represent a right to acquire SPAC Common
Stock and will convert into a warrant to purchase New PubCo Ordinary Shares.
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Representations, Warranties and Covenants
The parties to the Business Combination Agreement have made customary
representations, warranties (which representations and warranties are being made
as of the date of the Business Combination Agreement and as of the Closing Date)
and covenants in the Business Combination Agreement, including, among others,
covenants with respect to the conduct of SPAC, New PubCo and Merger Sub, the
Intermediate Companies, and Nuvini and its subsidiaries prior to the closing
(the "Closing") of the Business Combination and Nuvini's covenant to deliver to
SPAC the PCAOB Financial Statements and use commercially reasonable efforts to
obtain the consent of independent auditors to use such statements in the
Registration Statement / Proxy Statement (as defined below). The Business
Combination Agreement also contains additional covenants of the parties
providing for New PubCo to form intermediate subsidiaries, the contribution of
Merger Sub to such intermediate subsidiaries, and the agreement to protective
entity classification elections on IRS Form 8832 for each of New PubCo and such
intermediate subsidiaries, each such actions to be taken prior to the Closing
Date, and SPAC, Nuvini and New PubCo to cooperate in the preparation and filing
of the Registration Statement / Proxy Statement.
Governance of New PubCo
SPAC and New PubCo have agreed to take all necessary actions consistent with
applicable laws to cause the board of directors of New PubCo as of immediately
following the Closing to consist of seven directors. SPAC will have the right to
nominate at least two representatives and the current board of directors of
Nuvini will have the right to nominate the remaining five individuals. Any
subsequent New PubCo Board will be composed in accordance with and subject to
the terms and conditions of the proposed organizational documents of New PubCo.
Conditions to Closing
The Closing is subject to certain customary conditions, including, among other
things: (i) approval by SPAC's stockholders of the Business Combination
Agreement, the Business Combination and certain other actions related thereto;
(ii) approval by Nuvini's stockholders of the Business Combination Agreement,
the Business Combination and certain other actions related thereto; (iii) the
receipt of all necessary pre-closing authorizations, consents, clearances,
waivers and approvals of certain Governmental Entities; (iv) SPAC having at
least $5,000,001 of net tangible assets as of immediately prior to the Merger
Effective Time after giving effect to redemptions, (v) SPAC having at least
$10,000,000 in SPAC Cash (defined as an amount equal to (a) the aggregate amount
of cash contained in the Trust Account immediately prior to the Closing, plus
(b) the aggregate amount of any cash of SPAC on hand immediately prior to the
Closing, less (c) the Aggregate SPAC Stockholder Redemption Payments Amount,
less (d) the aggregate amount of any amounts payable from the Trust Account as
repayment of Working Capital Loans, reimbursement of expenses to directors,
officers and shareholders of SPAC and any other Indebtedness of SPAC, if any,
plus (e) the net amount of proceeds actually contributed by investors pursuant
to the PIPE Investments in accordance with the terms and conditions of the PIPE
Subscription Agreements, less (f) the aggregate amount of the Outstanding SPAC
Transaction Expenses (but, in each case, excluding any Taxes required to be paid
by SPAC in respect of the SPAC Extension Redemptions or the SPAC Stockholder
Redemptions pursuant to the Inflation Reduction Act of 2022, as described in
clause (f) of the definition of SPAC Transaction Expenses), less (g) the
aggregate amount of the Outstanding Company Transaction Expenses); and (vi) 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
("Nasdaq") (or any other public stock market or exchange in the United States as
may be agreed by SPAC and Nuvini) subject only to official notice of issuance
thereof.
The Closing will occur no later than two Business Days following the
satisfaction or waiver of all of the closing conditions, or at such other time
. . .
Item 7.01. Regulation FD Disclosure.
On February 27, 2023, SPAC and New PubCo issued a joint press release announcing
the execution of the Business Combination Agreement. A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and will
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities
under that section, and will not be deemed to be incorporated by reference into
the filings of the Company under the Securities Act or the Exchange Act,
regardless of any general incorporation language in such filings. This Current
Report on Form 8-K will not be deemed an admission as to the materiality of any
information of the information in this Item 7.01, including Exhibit 99.1.
Important Information About the Business Combination and Where to Find It
In connection with the Business Combination, New PubCo intends to file with the
SEC a registration statement on Form F-4, which will include a preliminary
prospectus/proxy statement and other relevant documents, which will be
distributed to the Company's stockholders in connection with the Company's
solicitation of proxies for the vote by the Company's stockholders with respect
to the Business Combination and other matters as may be described in the
registration statement, as well as the prospectus relating to the offer and sale
of the securities of New PubCo to be issued in connection with the Business
Combination.
THIS CURRENT REPORT ON FORM 8-K IS NOT A SUBSTITUTE FOR THE REGISTRATION
STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS OR ANY OTHER DOCUMENT THAT
THE COMPANY WILL SEND TO ITS STOCKHOLDERS IN CONNECTION WITH THE BUSINESS
COMBINATION.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and
security holders will be able to obtain copies of these documents (if and when
available) and other documents filed with the SEC free of charge at www.sec.gov.
The definitive proxy statement/final prospectus (when available) will be mailed
to the Company's stockholders as of a record date to be established for voting
on the Business Combination. The Company's stockholders will also be able to
obtain copies of the proxy statement/prospectus without charge, once available,
at the SEC's website at www.sec.gov, or by directing a request to: Mercato
Partners Acquisition Corporation, 2750 E. Cottonwood Parkway, Suite #500,
Cottonwood Heights, Utah 84121.
Participants in the Solicitation
The Company, New PubCo and Nuvini, and their respective directors, executive
officers, other members of management, and employees, under SEC rules, may be
deemed participants in the solicitation of proxies of the Company's stockholders
in connection with the Business Combination. Investors and security holders may
obtain more detailed information regarding the names and interests in the
Business Combination of the directors and officers of the Company, New PubCo and
Nuvini in the registration statement on Form F-4 to be filed with the SEC by New
PubCo, which will include the proxy statement of the Company for the Business
Combination. Information about the Company's directors and executive officers is
also available in the Company's filings with the SEC.
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Forward-Looking Statements
Certain statements made herein are not historical facts but may be considered
"forward-looking statements" within the meaning of Section 27A of the Securities
Act, Section 21E of the Exchange Act and the "safe harbor" provisions under the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
generally are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook" or the negatives of
these terms or variations of them or similar terminology or expressions that
predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not
limited to, statements regarding future events, the Business Combination among
the Company, New PubCo and Nuvini, the estimated or anticipated future results
and benefits of the combined company following the Business Combination,
including the likelihood and ability of the parties to successfully consummate
the Business Combination, future opportunities for the combined company,
including the Nuvini Group's growth strategy and its continued acquisitions of
SaaS businesses in Latin America, and other statements that are not historical
facts.
These statements are based on the current expectations of the Company, New PubCo
and/or the Nuvini Group management and are not predictions of actual
performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any
investor as a guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of the Company, New PubCo and the Nuvini
Group. These statements are subject to a number of risks and uncertainties
regarding the Nuvini Group's business and the Business Combination, and actual
results may differ materially. These risks and uncertainties include, but are
not limited to: general economic, political and business conditions, including
but not limited to the economic and operational disruptions and other effects of
the COVID-19 pandemic; the inability of the parties to consummate the Business
Combination or the occurrence of any event, change or other circumstances that
could give rise to the termination of the Business Combination Agreement; the
number of redemption requests made by the Company's stockholders in connection
with the Business Combination; the risk that the transaction may not be
completed by the Company's business combination deadline and the potential
failure to obtain an extension of the business combination deadline if sought by
the Company; the outcome of any legal proceedings that may be instituted against
the parties following the announcement of the Business Combination; the failure
to satisfy the conditions to the consummation of the transaction, including the
risk that the approval of Nuvini shareholders or the Company's stockholders for
the potential Business Combination is not obtained, the risk that any closing
condition in the business combination agreement is not met and the failure to
receive certain governmental and regulatory approvals; the lack of a third party
valuation in determining whether or not to pursue the proposed transaction;
failure to realize the anticipated benefits of the Business Combination,
including as a result of a delay in consummating the potential Business
Combination; the risk that the Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the Business
Combination; the risks related to the Nuvini Group's business including the
efficiency and timing of its growth strategy which depends exclusively on
continued acquisitions of SaaS businesses and relies to a great extent on a
target acquisition's receptiveness to and adoption of the Nuvini Group's model
and their acceptance of its proposals; the risks related to the software market
in general and the competition on the Nuvini Group's business; the risks related
to the Nuvini Group's technology, intellectual property and infrastructure; the
risks related to the Nuvini Group's substantial operations in Brazil; the
ability of the combined company to execute its growth strategy, manage growth
profitably and retain its key employees; the ability of New PubCo to obtain or
maintain the listing of its securities on a U.S. national securities exchange
following the Business Combination; costs related to the Business Combination;
and other risks that will be detailed from time to time in filings with the SEC.
The foregoing list of risk factors is not exhaustive. There may be additional
risks that the Company and Nuvini presently do not know or that they currently
believe are immaterial that could also cause actual results to differ from those
contained in forward-looking statements. In addition, forward-looking statements
provide expectations, plans or forecasts of future events and views of the
Company, New PubCo and the Nuvini Group as of the date of this Current Report on
Form 8-K. The Company and Nuvini anticipate that subsequent events and
developments will cause their assessments to change. However, while the Company,
New PubCo and the Nuvini Group may elect to update these forward-looking
statements in the future, the Company, New PubCo and the Nuvini Group
specifically disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing assessments of the Company, New PubCo
and the Nuvini Group as of any date subsequent to the date of this Current
Report on Form 8-K. Accordingly, undue reliance should not be placed upon the
forward-looking statements. Nothing herein should be regarded as a
representation by any person that the forward-looking statements set forth
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit
No. Description
2.1† Business Combination Agreement, dated as of February 26, 2023, by and
among Mercato Partners Acquisition Corporation, Nuvini Holdings
Limited, Nvni Group Limited and Nuvini Merger Sub, Inc.
10.1 Form of Contribution and Exchange Agreement to be entered by and
among Nvni Group Limited and all of the shareholders of Nuvini Holdings
Limited.
10.2 Sponsor Support Agreement, dated as of February 26, 2023, by and
among Mercato Partners Acquisition Group, LLC, the persons listed on
Schedule I thereto, Mercato Partners Acquisition Corporation, Nuvini
Holdings Limited and Nvni Group Limited.
10.3 Shareholder Voting and Support Agreement, dated as of February 26,
2023, by and among Mercato Partners Acquisition Corporation, Nuvini
Holdings Limited and the other parties signatory thereto.
10.4 Form of Lock-up Agreement to be entered by and between Nvni Group
Limited and each of the stockholders of the Company to be listed on
Exhibit A thereto.
10.5 Form of Registration Rights Agreement to be entered by and among Nvni
Group Limited, Mercato Partners Acquisition Group, LLC, certain parties
set forth on Exhibit A thereto and certain former shareholders of
Nuvini Holdings Limited set forth on Exhibit B thereto.
10.6 Letter Agreement, dated November 3, 2021, among Mercato Partners
Acquisition Corporation, its officers and directors and the Sponsor
(incorporated by reference to the Company's Form 8-K, filed with the
SEC on November 8, 2021).
99.1 Press Release, dated February 27, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
a copy of all omitted exhibits and schedules to the SEC upon its request.
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