Nuvini S.A. entered into a non-binding letter of intent to acquire Mercato Partners Acquisition Corporation (NasdaqGM:MPRA) from Mercato Partners Acquisition Group, LLC, Citadel Advisors LLC, Highbridge Capital Management, LLC, Weiss Asset Management LP and others in a reverse merger transaction on January 10, 2023. Nuvini S.A. entered into a business combination agreement to acquire Mercato Partners Acquisition Corporation from Mercato Partners Acquisition Group, LLC, Citadel Advisors LLC, Highbridge Capital Management, LLC, Weiss Asset Management LP and others for approximately $240 million in a reverse merger transaction on February 26, 2023. Under the terms of the LOI, Mercato Partners and Nuvini would become a combined entity. The proposed business combination contemplates that Nuvini shareholders will roll 100% of their equity holdings into the combined company and will hold approximately 70% of the issued and outstanding ordinary shares of the combined company. Upon completion of the proposed business combination, the combined company will operate under the "Nuvini" name and its ordinary shares are expected to be listed on the Nasdaq Stock Market under the ticker symbol "NVNI." Upon closing the transaction, the combined public company is expected to enjoy increased access to profitable acquisition targets by means of its enhanced market positioning and capital. Following the closing of the business combination, Nuvini's founder Pierre Schurmann will continue as Chief Executive Officer and Luis Busnello will continue as Chief Operating Officer of the combined company.

Any transaction is subject to board and equity holder approval of both Nuvini and Mercato Partners Acquisition Corporation, SPAC having at least $5,000,001 of net tangible assets, SPAC having at least $10,000,000 in SPAC Cash, the ordinary shares of New PubCo to be issued in connection with the Business Combination having been approved for listing on the Nasdaq Global Market, the Registration Statement / Proxy Statement shall have become effective, regulatory approvals and other customary conditions. The Business Combination Agreement has been approved by the boards of directors of each of SPAC, Nuvini and New PubCo. A definitive agreement on the transaction is expected later in the first quarter of 2023. As of February 27, 2023, the transaction is expected to close in the third quarter of 2023.

Morrow & Co., LLC acted as information agent to Mercato Partners in the transaction and received a fee of $20,000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Mercato Partners. Maxim Group LLC acted as exclusive financial advisor to Mercato. Ryan Maierson, Drew Capurro, David Raab, Alan Kimball, Adam Kestenbaum, Jeffrey Tochner, Robert Blamires, Jason Cruise, Max Hauser, Joseph Simei, Matthew Salerno, Andrew Galdes, Joshua Marnitz and Thomas Verity of Latham & Watkins LLP acted as U.S. legal counsel, Machado Meyer acted as Brazilian legal counsel and Maples and Calder (Cayman) LLP acted as Cayman legal counsel to Mercato. Eddie Best and Esther Chang of Mayer Brown LLP acted as U.S. legal counsel, Carlos Motta and Rodolfo Constantino de Tella of Tauil & Chequer Advogados acted as Brazilian legal counsel and Carey Olsen Cayman Limited acted as Cayman legal counsel to Nuvini.