Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed by Mercato Partners Acquisition Corporation (the
"Company") in its Form 8-K filed with the Securities and Exchange Commission on
July 22, 2022, Joshua James, a member of the Board of Directors of the Company,
resigned as a member of the Board of Directors of the Company (the "Board") on
July 19, 2022. Mr. James, an independent director, served as a member of the
Audit Committee (the "Audit Committee") of the Board at the time of his
resignation.
On July 21, 2022, the Company notified The Nasdaq Stock Market LLC ("Nasdaq")
that due to Mr. James' resignation, the Company is no longer in compliance with
Nasdaq Listing Rule 5605(c)(2)(A), which requires the Audit Committee to be
comprised of a minimum of three independent directors. Pursuant to Nasdaq
Listing Rule 5605(c)(4)(B), the Company is entitled to a cure period to regain
compliance with Nasdaq Listing Rule 5605(c)(2)(A), which cure period will expire
at the earlier of the Company's next annual meeting of stockholders (the "Annual
Meeting") or July 19, 2023, or if the Annual Meeting is held before January 16,
2023, then the Company must evidence compliance no later than January 16, 2023.
On November 17, 2022, Nasdaq issued a letter to the Company confirming the
Company's noncompliance with Nasdaq Listing Rule 5605 and informing the Company
of the cure periods. The Company intends to appoint an additional independent
director to the Board and the Audit Committee prior to the end of the cure
periods.
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