As previously announced, on February 3, 2023, Mercato Partners Acquisition Corporation, a Delaware corporation (Mercato) held a special
meeting of stockholders to consider, among other things, proposals to amend Mercatos second amended and restated certificate of incorporation in order to further extend the period Mercato has to complete an initial business combination beyond
July 8, 2023 on a monthly basis up to five (5) times, with each extension allowing for an additional one (1) month period, from July 8, 2023 to December 8, 2023, provided that Mercato contributes to the trust account,
established at the closing of Mercatos initial public offering for the benefit of its public stockholders (the Trust Account), the amount of $135,000 for each one-month extension, paid on a month-to-month and as-needed basis based on the sole discretion of Mercatos sponsor, Mercato Partners Acquisition Group, LLC (the
Sponsor). At the special meeting, the requisite number of stockholders voted in favor of these proposals. Further, as previously announced, on June 30, 2023, Mercato extended the period for Mercato to consummate an initial business
combination up to August 8, 2023. On August 4, 2023, Mercato further extended the period for Mercato to consummate an initial business combination up to September 8, 2023.
On September 6, 2023, Mercato received notice from the Sponsor that it was extending the period available to Mercato to consummate an initial business
combination from September 8, 2023 to October 8, 2023 (the September 2023 Extension). In connection with the September 2023 Extension, on September 6, 2023, the Sponsor deposited $135,000 into the Trust Account, on behalf
of Mercato, thereby effectively further extending the period for Mercato to consummate an initial business combination up to October 8, 2023.
Important Information About the Business Combination and Where to Find It
On February 26, 2023, Mercato entered into a business combination agreement with Nuvini Holdings Limited, an exempted company incorporated with limited
liability in the Cayman Islands (Nuvini), 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 Nvini Intermediate 2 Limited, an exempted company incorporated with limited liability in the Cayman Islands.