Nuvini and Mercato Partners Acquisition Corporation Announce Business Combination Transaction

• Nuvini acquires and manages a portfolio of high growth software-as-a-service ("SaaS") companies in Latin America.
• The expected funding and capital markets access from the proposed business combination will enable Nuvini to continue furthering its acquisition strategy.
• Combined company to have an enterprise value of approximately US$312 million, with the proposed business combination expected to provide approximately US$43 million in gross proceeds, assuming no further redemptions by public stockholders of Mercato Partners Acquisition Corporation.
• All existing Nuvini shareholders are expected to roll 100% of their equity holdings into the combined company.
• The proposed business combination is expected to close in the third quarter of 2023.

SAO PAULO and SALT LAKE CITY, Feb. 27, 2023 /PRNewswire/ -- Nvni Group Limited ("NewCo") and Mercato Partners Acquisition Corporation, a publicly-listed special purpose acquisition company (NASDAQ:MPRA) ("Mercato"), today announced that they have entered into a business combination agreement by and among NewCo, Nuvini Holdings Limited (with all its subsidiaries, the "Nuvini Group"), Nuvini Merger Sub, Inc. and Mercato (the "business combination agreement"). 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." The business combination is expected to provide the Nuvini Group with access to the public equity capital markets and thereby position it to continue growing its portfolio of SaaS companies.

Mercato is a special purpose acquisition company led by veteran investor and executive Dr. Gregory Warnock, who serves as Chairman and Chief Executive Officer. Mercato's sponsor, Mercato Partners Acquisition Group, LLC, is an affiliate of Mercato Management, LLC, a private multi-practice investment firm that provides funding, strategic guidance and growth support for rapidly expanding technology, branded consumer, and food and beverage companies.

Founded in in São Paulo, Brazil, in 2020 by seasoned Brazilian serial entrepreneur and investor Pierre Schurmann, Nuvini S.A. ("Nuvini") is the leading private serial software business acquirer in Latin America. With seven companies currently in its portfolio, the Nuvini Group intends to use the expected funding and capital market access from the business combination to continue furthering its acquisition strategy. 

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.

"Going public would, by itself, be an important step on our long-term strategy to become the leaders of B2B SaaS in Latin America. We believe partnering with a high-performing and experienced group like Mercato that is rooted in funding high-growth technology companies outside of high concentrated capital centers will be even more valuable"- said Pierre Schurmann, Nuvini's CEO.

"We believe Nuvini will bring great value to our investors," said Greg Warnock. "Their vision to foster the entrepreneurial spirit and create value through long-term partnerships aligns perfectly to the foundational pillars for which we founded Mercato."

Transaction Overview

The estimated pro forma enterprise value of the combined company is $312 million, including an anticipated $23 million in cash net of Nuvini debt at the time of closing, assuming no further redemptions by Mercato's existing stockholders. The transaction, which has been unanimously approved by the boards of directors of Nuvini and Mercato, is subject to approval by the stockholders of Nuvini and Mercato, respectively, and other customary closing conditions. 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 immediately following the consummation of the transaction, assuming no redemptions by Mercato's existing public stockholders and no exercise of Mercato's currently outstanding warrants.

All cash remaining on the combined company's balance sheet at the closing of the transaction, after the settlement of transaction-related expenses, is expected to be utilized for working capital and general corporate purposes.

A more detailed description of the transaction terms and a copy of the business combination agreement will be included in a Current Report on Form 8-K to be filed by Mercato with the United States Securities and Exchange Commission (the "SEC"). NewCo, a newly formed exempted company incorporated with limited liability in the Cayman Islands, will be the surviving public company following the consummation of the business combination, and will file a registration statement (which will contain a proxy statement and prospectus) with the SEC in connection with the transaction.