UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 | Entry Into a Material Definitive Agreement. |
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On July 26, 2022, Mercato Partners Acquisition Corporation (the “Company”) issued an unsecured promissory instrument (the “Instrument”) in the principal amount of up to $1,500,000 to Mercato Partners Acquisition Group, LLC (the “Sponsor”). The Instrument does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Instrument shall not be repaid and all amounts owed under it will be contributed to the Company by the Sponsor. Upon the consummation of a Business Combination, the Sponsor may utilize all or a portion of the unpaid principal balance of the Instrument to acquire that number of warrants to purchase one share of Class A Common Stock, $0.0001 par value per share, of the Company (the “Working Capital Warrants”) equal to the amount so utilized divided by $1.00. The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s initial public offering. The Instrument is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Instrument and all other sums payable with regard to the Instrument becoming immediately due and payable.
The Instrument was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The Instrument is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Instrument.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description of Exhibits | |
| 99.1 | Promissory Instrument, dated July 26, 2022, issued by Mercato Partners Acquisition Corporation to Mercato Partners Acquisition Group, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mercato Partners Acquisition Corporation | ||||||
| Date: July 29, 2022 | By: | /s/ Scott Klossner | ||||
| Name: | Scott Klossner | |||||
| Title: | Chief Financial Officer | |||||
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