Item 3.02 Unregistered Sales of Equity Securities.
On September 14, 2023, Mercato Partners Acquisition Corporation, a Delaware corporation, (the “Company”), issued an aggregate of 5,395,999 shares of its Class A common stock, par value $0.0001 per share (“Class A common stock”), to Mercato Partners Acquisition Group, LLC, a Delaware limited liability company (the “Sponsor”), upon the conversion of an equal number of shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”), held by the Sponsor (the “Conversion”). The 5,395,999 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination, as described in the prospectus for the Company’s initial public offering.
Following the Conversion, there are 9,696,362 shares of Class A common stock issued and outstanding, and 354,001 shares of Class B common stock issued and outstanding. As a result of the Conversion, the Sponsor holds approximately 55.6% of the outstanding shares of the Company’s Class A common stock.
The issuance of the shares of Class A common stock upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
Item 7.01 Regulation FD Disclosure.
The disclosure set forth above in Item 3.02 of this Report is incorporated by reference in this Item 7.01.