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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Mercato Partners Acquisition Corporation | NASDAQ:MPRA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.73 | 12.00 | 13.00 | 0 | 01:00:00 |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
86-2230021 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) | |
2750 E. Cottonwood Parkway Suite #500 Cottonwood Heights, Utah |
84121 | |
(Address of principal executive offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol(s) |
Name of Each Exchange on Which Registered: | ||
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant |
MPRAU |
The Nasdaq Stock Market LLC | ||
Class A Common Stock, par value $0.0001 per share |
MPRA |
The Nasdaq Stock Market LLC | ||
Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
MPRAW |
The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page No. |
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1 |
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Item 1. |
1 |
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1 |
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2 |
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3 |
||||||
4 |
||||||
Notes to Unaudited Condensed Financial Statements | 5 | |||||
Item 2. |
19 |
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Item 3. |
24 |
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Item 4. |
24 |
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25 |
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Item 1. |
25 |
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Item 1A. |
25 |
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Item 2. |
25 |
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Item 3. |
25 |
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Item 4. |
25 |
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Item 5. |
25 |
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Item 6. |
26 |
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27 |
Item 1. |
Condensed Financial Statements |
March 31, 2022 |
December 31, 2021 |
|||||||
(Unaudited) |
(Audited) |
|||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | 249,854 | $ | 387,206 | ||||
Prepaid expenses - current |
454,838 | 478,734 | ||||||
Total current assets |
704,692 | 865,940 | ||||||
Prepaid expenses - long-term |
— | 42,295 | ||||||
Investments held in Trust Account |
233,471,280 | 233,450,000 | ||||||
Total Assets |
$ |
234,175,972 |
$ |
234,358,235 |
||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 149,901 | $ | 86,149 | ||||
Accrued expenses |
126,813 | 133,172 | ||||||
Franchise tax payable |
85,789 | 37,022 | ||||||
Total current liabilities |
362,503 | 256,343 | ||||||
Derivative liabilities |
6,896,000 | 12,930,000 | ||||||
Deferred underwriting commissions |
8,050,000 | 8,050,000 | ||||||
Total Liabilities |
15,308,503 | 21,236,343 | ||||||
Commitments and Contingencies |
||||||||
Class A common stock subject to possible redemption; 23,000,000 shares at redemption value of $10.15 per share as of March 31, 2022 and December 31, 2021 |
233,450,000 | 233,450,000 | ||||||
Stockholders’ Deficit: |
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
— | — | ||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; no non-redeemable shares issued and outstanding as of March 31, 2022 and December 31, 2021 |
— | — | ||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021 |
575 | 575 | ||||||
Additional paid-in capital |
— | — | ||||||
Accumulated deficit |
(14,583,106 | ) | (20,328,683 | ) | ||||
Total stockholders’ deficit |
(14,582,531 | ) | (20,328,108 | ) | ||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
$ |
234,175,972 |
$ |
234,358,235 |
||||
For The Three Months Ended March 31, 2022 |
For The Period From February 22, 2021 (inception) Through March 31, 2021 |
|||||||
General and administrative expenses |
$ | 260,936 | $ | 4,496 | ||||
Franchise tax expenses |
48,767 | 618 | ||||||
|
|
|
|
|||||
Loss from operations |
(309,703 | ) | (5,114 | ) | ||||
Other income: |
||||||||
Change in fair value of derivative liabilities |
6,034,000 | — | ||||||
Income from investments held in Trust Account |
21,280 | — | ||||||
|
|
|
|
|||||
Net income (loss) |
$ |
5,745,577 |
$ |
(5,114 |
) | |||
|
|
|
|
|||||
Weighted average shares outstanding of Class A common stock, basic and diluted |
23,000,000 | — | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class A common stock |
$ | 0.20 | $ | — | ||||
|
|
|
|
|||||
Weighted average shares outstanding of Class B common stock, basic and diluted |
5,750,000 | 3,684,211 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class B common stock |
$ | 0.20 | $ | 0.00 | ||||
|
|
|
|
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - December 31, 2021 |
— |
$ |
— |
5,750,000 |
$ |
575 |
$ |
— |
$ |
(20,328,683 |
) |
$ |
(20,328,108 |
) | ||||||||||||||
Net income |
— | — | — | — | — | 5,745,577 | 5,745,577 | |||||||||||||||||||||
Balance - March 31, 2022 (Unaudited) |
— |
$ |
— |
5,750,000 |
$ |
575 |
$ |
— |
$ |
(14,583,106 |
) |
$ |
(14,582,531 |
) | ||||||||||||||
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - February 22, 2021 (inception) |
— |
$ |
— |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||
Net loss |
— | — | — | — | — | (5,114 | ) | (5,114 | ) | |||||||||||||||||||
Balance - March 31, 2021 (Unaudited) |
— |
$ |
— |
5,750,000 |
$ |
575 |
$ |
24,425 |
$ |
(5,114 |
) |
$ |
19,886 |
|||||||||||||||
For The Period Ended March 31, 2022 |
For The Period From February 22, 2021 (inception) Through March 31, 2021 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | 5,745,577 | $ | (5,114 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Change in fair value of derivative liabilities |
(6,034,000 | ) | — | |||||
Income from investments held in Trust Account |
(21,280 | ) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses - current |
66,191 | — | ||||||
Accounts payable |
63,752 | 4,496 | ||||||
Accrued expenses |
(6,359 | ) | — | |||||
Franchise tax payable |
48,767 | 618 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(137,352 | ) | — | |||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of Class B common stock to Sponsor |
— | 25,000 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
— | 25,000 | ||||||
|
|
|
|
|||||
Net change in cash |
(137,352 | ) | 25,000 | |||||
Cash - beginning of the period |
387,206 | — | ||||||
|
|
|
|
|||||
Cash - end of the period |
$ |
249,854 |
$ |
25,000 |
||||
|
|
|
|
|||||
Supplemental disclosure of noncash financing activities: |
||||||||
Offering costs included in accounts payable |
$ | — | $ | 320,976 | ||||
Offering costs included in accrued expenses |
$ | — | $ | 144,839 |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Gross proceeds from Initial Public Offering |
$ |
230,000,000 |
||
Less: |
||||
Fair value of Public Warrants at issuance |
(6,966,700 |
) | ||
Offering costs allocated to Class A common stock subject to possible redemption |
(13,306,293 |
) | ||
Plus: |
||||
Accretion on Class A common stock subject to possible redemption amount |
23,722,993 |
|||
|
|
|||
Class A common stock subject to possible redemption |
$ |
233,450,000 |
||
|
|
For the Three Months Ended March 31, 2022 |
For The Period From February 22, 2021 (inception) Through March 31, 2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income (loss) per common stock: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss) |
$ | 4,596,462 | $ | 1,149,115 | $ | — | $ | (5,114 | ) | |||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average common stock outstanding |
23,000,000 | 5,750,000 | — | 3,684,211 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income (loss) per common stock |
$ | 0.20 | $ | 0.20 | $ | — | $ | (0.00 | ) | |||||||
|
|
|
|
|
|
|
|
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption which we refer to as the “30-day redemption period”; and |
• | if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities-Warrants-Public Stockholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A common shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; and |
• | if, and only if, the closing price of our Class A common stock equals or exceeds $ 10.00 per Public Share (as adjusted) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. |
March 31, 2022 |
||||||||||||
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account – Money Market Fund |
$ | 233,471,280 | $ | — | $ | — | ||||||
Liabilities: |
||||||||||||
Derivative liabilities—Public Warrants |
$ | 3,680,000 | $ | — | $ | — | ||||||
Derivative warrant liabilities—Private Placement Warrants |
$ | — | $ | 3,216,000 | $ | — |
December 31, 2021 |
||||||||||||
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Liabilities: |
||||||||||||
Derivative liabilities—Public Warrants |
$ | 6,900,000 | $ | — | $ | — | ||||||
Derivative warrant liabilities—Private Placement Warrants |
$ | — | $ | 6,030,000 | $ | — |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
Item 4. |
Controls and Procedures |
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. |
Defaults Upon Senior Securities |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Other Information |
Item 6. |
Exhibits |
* | Filed herewith. |
** | Furnished herewith. |
(1) | Incorporated by reference to the Company’s Form S-1, filed with the SEC on October 13, 2021 (File No. 333-260219). |
(2) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on November 8, 2021. |
(3) | Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 26, 2021. |
Mercato Partners Acquisition Corp. | ||
By: | /s/ Greg Warnock | |
Name: | Greg Warnock | |
Title: | Chief Executive Officer and Chair of the Board |
1 Year Mercato Partners Acquisi... Chart |
1 Month Mercato Partners Acquisi... Chart |
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