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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